Report
Expert Corporate Governance Service (ECGS)
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Mondi - AGM 09 May 2019

Item 32: Approve the simplification

The Company seeks shareholder approval to change from being a dual-listed company to a singular-listed company (Mondi plc) incorporated in the UK with a secondary listing on the JSE. Mondi Ltd will become a subsidiary of Mondi plc, and Mondi Ltd shareholders will become Mondi plc shareholders through the issue of additional Mondi plc shares in exchange for the issued Mondi Ltd shares.

Following the simplification, there are no expected changes to the operation or governance of the Company. Mondi plc will be listed on the LSE with a secondary listing on the Johannesburg Stock Exchange (JSE).  Mondi plc will continue to be incorporated and tax resident in the UK. Mondi Ltd will remain incorporated and tax resident in South Africa and will become a wholly-owned subsidiary of Mondi plc.  Dividends will continue to be declared in euro, but shareholders of the shares listed on the JSE will be able to receive them in Rand.  The Board believes that the simplification will reduce complexity arising from the current dual listed structure and enhance transparency and flexibility. We recommend shareholders vote in favor.

Underlying
Mondi

Mondi is organized into the following businesses: Packaging Paper, which manufactures and sells virgin and recycled containerboard and sack and speciality kraft paper; Fibre Packaging, which manufactures and sells corrugated packaging products, industrial bags and extrusion coatings; Consumer Packaging, which develops, manufactures and sells consumer goods packaging solutions, technical films, components for personal care products and release liners; Uncoated Fine Paper, which manufactures and sells papers for use in offices and printing houses; and South African Division, which manages plantation forests and manufactures and sells pulp, virgin containerboard and uncoated fine paper.

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