Mondi links 21.6 per cent pre-emption dissent to South African holders

Certain shareholders on Mondi plc's South African register have historically voted against its authority to disapply pre-emption rights and did so again at the 24 April AGM, where 21.64 per cent of votes cast opposed it, Mondi's Provision 4 update of 8 October said.

A second resolution, allowing general meetings other than the AGM to be called on 14 days' notice, drew 21.67 per cent against. Both resolutions passed.

Provision 4 of the UK Corporate Governance Code says that when 20 per cent or more of votes are cast against a board recommendation, the company should explain what it intends to do to consult shareholders, publish an update within six months of the meeting and give a final summary in the annual report (Code, 2024 edition). Mondi said on the day of the meeting that it would provide the update within six months, its results announcement shows. The company is listed in London and has a secondary listing on the JSE, the statement says.

What the board said

On pre-emption, Mondi said the authority sought was up to 5 per cent of issued capital, below the maximum permitted by the Pre-Emption Group's Statement of Principles and in line with UK market practice. It said it had engaged with a number of the South African-register holders that voted against and understood that their votes reflected their voting policies. Mondi "continues to believe" the resolution gives directors flexibility that is in the best interests of the company and its shareholders, and will "continue to consider its approach", the statement said. It used near-identical language in its 5 November 2025 update on the 2025 vote, when 21.54 per cent opposed the same resolution.

On the 14-day authority, the company said it had engaged with a number of the shareholders that voted against. It understood that certain shareholders typically oppose such resolutions "as a matter of established voting policy" because the shorter notice leaves little time to consider proposals, brief underlying beneficial owners and obtain voting instructions (statement). The statement does not link that dissent to the South African register. The board "understands the concerns raised by shareholders and will continue to consider the merits of proposing this type of resolution at future AGMs", it said.

Three years of votes

Mondi's results announcements for 2024, 2025 and 2026 show how the votes against moved. The 14-day resolution crossed the 20 per cent mark for the first time in the three years, while the pre-emption resolution was just under it in 2024 and above it in each of the last two years:

• Pre-emption disapplication: 19.67 per cent against in 2024, 21.54 per cent in 2025 and 21.64 per cent in 2026.
• General meetings on 14 days' notice: 15.07 per cent against in 2024, 15.49 per cent in 2025 and 21.67 per cent in 2026.
• General authority to allot shares: 8.27 per cent against in 2024, 10.51 per cent in 2025 and 11.01 per cent in 2026.
• Remuneration report: 2.95 per cent against in 2024, 12.34 per cent in 2025 and 4.66 per cent in 2026.
• Share of issued capital voted on the pre-emption resolution: 75.79 per cent in 2024, 81.21 per cent in 2025 and 85.40 per cent in 2026.

Both resolutions are special resolutions, marked as such in the results table, and the Companies Act 2006 requires a poll majority of not less than 75 per cent of the voting rights exercised (section 283). Support of 78.36 and 78.33 per cent in 2026 left margins of about 3.4 and 3.3 percentage points above that line, a Boards and Capital calculation from the results.

Mondi's ten directors were re-elected in April with support of between 97.57 and 99.99 per cent of votes cast. The largest vote against was 2.43 per cent, on the re-election of Philip Yea (results). Votes cast on the 2026 pre-emption resolution totalled 376,946,340, out of 441,412,530 shares in issue on the record date, the announcement shows.

What the filings leave out

The results announcement gives totals for the company, so the share of the dissent that came from South African holders cannot be calculated from it (results). The update does not name the shareholders, say how many were engaged or say whether the board will propose a different authority next year. Mondi said a final update will appear in its 2026 integrated report and financial statements (statement).