Mondi : Publication of Prospectus

Mondi Limited

(Incorporated in the Republic of South Africa) (Registration number: 1967/013038/06)

JSE share code: MND ISIN: ZAE000156550

Mondi plc

(Incorporated in England and Wales) (Registered number: 6209386)

LEI: 213800LOZA69QFDC9N34

JSE share code: MNP LSE share code: MNDIISIN: GB00B1CRLC47

As part of the dual listed company structure, Mondi Limited and Mondi plc (together the 'Group' or 'Mondi' or 'Mondi Group') notify both the JSE Limited and the London Stock Exchange of matters required to be disclosed under the Listings Requirements of the JSE Limited and/or the Disclosure Guidance and Transparency and Listing Rules of the United Kingdom Listing Authority.

26 March 2019

Proposed Simplification of corporate structure: publication of Prospectus and Shareholder documentation

On 19 November 2018, the boards of Mondi Limited and Mondi plc announced a proposal to simplify the existing Mondi Group structure from the current dual listed company structure into a single holding company structure under Mondi plc.

In summary, the proposed simplification will be implemented by way of a South African scheme of arrangement proposed by the Mondi Limited board between Mondi Limited and the Mondi Limited ordinary shareholders, whereby Mondi plc will become the holder of all the Mondi Limited ordinary shares (the "Scheme"), and by other related actions for the termination of the dual listed company arrangements (the "Simplification"). Pursuant to the Scheme, Mondi Limited shareholders will receive one new Mondi plc ordinary share in exchange for each Mondi Limited ordinary share held.

Following the Simplification, and the resulting exchange of each Mondi Limited ordinary share for a new Mondi plc ordinary share, each Mondi plc shareholder will have the same voting and capital interests in the Mondi Group as each Mondi plc ordinary shareholder and Mondi Limited ordinary shareholder currently has.

The Simplification will simplify cash and dividend flows, increase transparency, remove the complexity associated with the current structure and enhance strategic flexibility. The Simplification will also facilitate continued investment in the South African operations, estimated at over 8 billion rand over the next five years, including the ongoing investment in forestry assets and modernisation of the Mondi Group's pulp, containerboard and paper assets in the country.

Mondi plc will continue to have a premium listing on the London Stock Exchange ("LSE") and will have an inward secondary listing on the JSE Limited ("JSE") quoted in rand. Mondi plc shares will continue to be included in the FTSE 100 index. Today Mondi Limited shares are not eligible for inclusion in the FTSE 100 index. Following the issue of Mondi plc ordinary shares in exchange for Mondi Limited ordinary shares as a result of the Simplification, it is expected that Mondi plc's weighting in the FTSE 100 index will increase. Mondi plc shares are expected to continue to be eligible for inclusion in the key JSE indices.

Publication of Prospectus and Shareholder Documentation

Mondi Limited and Mondi plc have today published a combined shareholder circular to Mondi Limited shareholders which sets out, amongst other things, the full terms and conditions of the Scheme (the "Scheme Circular") as well as notice of the Annual General Meeting of Mondi Limited (the "Mondi Limited AGM") (the "Mondi Limited AGM Notice") (at which, alongside the usual business of the Annual General Meeting, approval for the Scheme and the Simplification will be sought from Mondi Limited shareholders), together with the actions to be taken by Mondi Limited shareholders.

Mondi plc has today published a shareholder circular to Mondi plc shareholders which sets out further information in relation to the Simplification (the "Mondi plc Circular"), as well as notice of the Annual General Meeting of Mondi plc (at which, alongside the usual business of the Annual General Meeting, approval for the Simplification will be sought from Mondi plc shareholders), together with the actions to be taken by Mondi plc shareholders.

In addition, Mondi plc has today published a prospectus in relation to the proposed listing of the new Mondi plc ordinary shares on the London Stock Exchange, which shares will also be listed and traded on the JSE (the "Prospectus"). The Prospectus has been approved by the UK Financial Conduct Authority.

The Scheme Circular, the Mondi plc Circular and the Prospectus are available on the Mondi Group website (www.mondigroup.com). A copy of the Prospectus and the Mondi plc Circular will also be submitted to the National Storage Mechanism and will be available in due course for inspection atwww.morningstar.co.uk/uk/NSM.

Certain information relating to the Simplification and the Scheme has been set out below; however, please refer to the Scheme Circular, the Mondi plc Circular and the Prospectus for full details on these and other matters.

Further information in relation to the Simplification and the Scheme

- The Scheme

The Simplification will include a scheme of arrangement proposed by the Mondi Limited board between Mondi Limited and the Mondi Limited ordinary shareholders, in terms of section 114 of the South African Companies Act, 71 of 2008 (the "SA Companies Act") which, if implemented, will result in:

1. Mondi plc acquiring all of the Mondi Limited ordinary shares held by scheme participants for the scheme consideration (being the issue by Mondi plc of one new Mondi plc ordinary share for each Mondi Limited ordinary share so acquired) (the "Transfer Option");

2. alternatively, if and to the extent so elected by the scheme participants and subject to statutory requirements under the SA Companies Act, Mondi Limited purchasing from such scheme participants their Mondi Limited ordinary shares for the scheme consideration (being the issue by Mondi plc of one new Mondi plc ordinary share for each Mondi Limited ordinary share bought back) and, in such instance, for each such Mondi Limited ordinary share bought back by Mondi Limited, Mondi Limited allotting and issuing to Mondi plc one new Mondi Limited ordinary share (the "Buyback Option"),

in each such case subject to the terms and conditions of the Scheme as further set out in Part V of the Scheme Circular.

- Conditions to the Simplification

The implementation of the Scheme and, in turn, the Simplification, will be subject to the fulfilment, or, if applicable, waiver (in whole or in part), on or before 31 December 2019 or such later date/s as Mondi Limited and Mondi plc agree in writing from time to time (the "Longstop Date"), of the following scheme conditions:

1. the resolutions proposed to approve the Simplification as set out at resolutions 32 to 37 in the Mondi Limited AGM Notice and the Mondi plc AGM Notice (the "Simplification Resolutions") are declared adopted by the requisite shareholders of Mondi Limited and Mondi plc;

2. the special resolution of Mondi Limited ordinary shareholders required to give effect to and implement the Scheme as set out in resolution 38 of the Mondi Limited AGM Notice (the "Scheme Resolution") is declared adopted by the requisite shareholders of Mondi Limited, which resolution is a special resolution approving the Scheme pursuant to section 115(2)(a) of the SA Companies Act, and in the event of the provisions of section 115(2)(c) of the SA Companies Act becoming applicable: (i) the High Court of South Africa approves the Scheme; and (ii) if applicable, Mondi Limited not treating the Scheme Resolution as a nullity as contemplated in section 115(5)(b) of the SA Companies Act;

3. all regulatory consents (being (i) the issue by the South African Takeover Regulation Panel of a compliance certificate with respect to the Scheme in terms of section 119(4)(b) of the SA Companies Act; and (ii) the approval of, or confirmation of no jurisdiction in respect of, the South African and Moroccan competition authorities under the relevant South African and Moroccan competition legislation) are received on an unconditional basis, or to the extent that any such regulatory consents are subject to any obligation, undertaking, condition or qualification, Mondi Limited and Mondi plc confirm in writing to each other that the obligation, undertaking, condition or qualification is acceptable to them;

4. with regard to Mondi Limited ordinary shareholders exercising their appraisal rights under section 164 of the SA Companies Act (if any), either: (i) Mondi Limited ordinary shareholders give notice objecting to the Scheme as contemplated in section 164(3) of the SA Companies Act and vote against the Scheme at the Mondi Limited AGM in respect of less than or equal to 5% of all of the Mondi Limited ordinary shares; or (ii) if Mondi Limited ordinary shareholders give notice objecting to the Scheme and vote against the Scheme at the Mondi Limited AGM in respect of more than 5% of all of the Mondi Limited ordinary shares, then, within the time period permitted in terms of the SA Companies Act, dissenting shareholders have exercised appraisal rights, by giving valid demands in terms of sections 164(5) to 164(8) of the SA Companies Act, in respect of less than or equal to 5% of all the Mondi Limited ordinary shares, or not at all; provided that this Scheme condition will not fail unless and until Mondi Limited or Mondi plc give the other written notice that not all of the Scheme conditions have been fulfilled or waived on or before the Longstop Date;

5. the amendments to the existing Mondi Limited Memorandum of Incorporation approved as part of the Simplification Resolutions are filed with, and accepted by, the South African Companies and Intellectual Property Commission;

6. the JSE and the LSE have given in principle approval to admit the new Mondi plc ordinary shares to be issued under the Scheme to trading and the UK Financial Conduct Authority (the "FCA") has given in principle approval to admit the new Mondi plc ordinary shares to the official list of the FCA ("UK official list"), each such approval being on terms and/or conditions satisfactory to Mondi Limited and Mondi plc, or Mondi Limited and Mondi plc otherwise being satisfied that such new Mondi plc ordinary shares have been or will be admitted to trading on the JSE and LSE and admitted to the UK official list on or before the first trading day after the date and time upon which the Scheme becomes effective (the "Scheme Effective Time") following it becoming unconditional in accordance with its terms; and

7. notice being given by either Mondi Limited to Mondi plc or vice versa specifying the date and time on which the Mondi Limited DLC Shares and the Mondi plc DLC Shares (each as defined below) will be converted into deferred shares (the "Simplification Notice"). (In terms of the Simplification, the date and time set in this notice will be immediately before the Scheme Effective Time.).

All of the Scheme conditions are for the benefit of Mondi Limited and Mondi plc. The Scheme conditions in 3, 4 and 5 above may be waived, in whole or in part, by written agreement between Mondi Limited and Mondi plc on or before the date for fulfilment of such Scheme conditions; provided that Mondi Limited and Mondi plc will not be entitled to waive the requirement for the issue by the South African Takeover Regulation Panel of a compliance certificate without the prior written consent of the Takeover Regulation Panel. The Scheme conditions in 1, 2, 6 and 7 above may be waived, in whole or in part, by written agreement between Mondi Limited and Mondi plc on or before the date for fulfilment of such Scheme conditions but only to the extent that such waiver results in an outcome which is not materially adversely different to the position which would have prevailed had such Scheme condition been wholly fulfilled.

The dates and times for the fulfilment or waiver of any one or more of the Scheme conditions may be extended by written agreement between Mondi Limited and Mondi plc from time to time.

The Scheme will be unconditional for all purposes upon the issue on SENS of the finalisation announcement jointly approved by Mondi Limited and Mondi plc to the effect that the Scheme has become unconditional in accordance with its terms.

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Termination events

The Scheme will terminate and the Scheme Resolution will be treated as a nullity:

1. upon written notice from either Mondi Limited to Mondi plc, or Mondi plc to Mondi Limited, if not all the Scheme Conditions have been fulfilled or waived, on or before the relevant date/s for fulfilment or waiver; or

2. by written agreement between Mondi Limited and Mondi plc to such effect.

Neither Mondi Limited nor Mondi plc will be entitled to terminate or otherwise cancel the Scheme on or prior to the last day to trade Mondi Limited ordinary shares on the JSE in order to be recorded in the Mondi Limited register at the Scheme record time (which is presently indicatively expected to be at 5:00 p.m. (SA time) on Tuesday, 25 June 2019) (the "Scheme Last Day to Trade"), other than as set out above.

Neither Mondi Limited nor Mondi plc shall be entitled to terminate or otherwise cancel the Scheme after the Scheme Last Day to Trade.

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The new Mondi plc ordinary shares to be issued under the Scheme

Applications will be made to: (i) the FCA for the new Mondi plc ordinary shares to be admitted to the premium listing segment of the UK official list; (ii) the LSE for the new Mondi plc ordinary shares to be admitted to trading on its main market for listed securities; and (iii) the JSE for the new Mondi plc ordinary shares to be admitted to listing and trading on the main board of the JSE for listed securities.

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Suspension and termination of Mondi Limited listing

Subject to the Scheme becoming unconditional in accordance with its terms, the suspension of the listing on the JSE of the Mondi Limited ordinary shares will take place at the commencement of trading on the first trading day after the Scheme Last Day to Trade.

The listing of the Mondi Limited ordinary shares on the JSE will be cancelled with effect from the commencement of trading on the first trading day after the Scheme Effective Time. It is expected that admission will become effective and that dealings in the new Mondi plc ordinary shares on the JSE will commence at 9:00 a.m. (SA time) and dealings in the new Mondi plc ordinary shares on the LSE will commence at 8:00 a.m. (UK time) in each case on the first trading day after the Scheme Effective Time.

- Conversion of the Mondi plc DLC Shares and the Mondi Limited DLC Shares to deferred shares and cancellation and/or surrender of all deferred shares

Subject to the passing of the Simplification Resolutions and the Scheme Resolution, and such resolutions becoming effective:

1. the existing Mondi plc Articles of Association will be amended to provide for the Mondi plc Special Converting Shares, Mondi plc Special Rights Shares, Mondi plc Special Voting Share, Mondi plc UK DAN Share and Mondi plc UK DAS Share (the "Mondi plc DLC Shares") to be automatically converted to deferred shares of Mondi plc at such time as specified in the Simplification Notice, being immediately prior to the Scheme Effective Time;

2. the existing Mondi Limited Memorandum of Incorporation will be amended to provide for (i) the creation of (a) deferred shares in Mondi Limited and (b) redeemable no par value non-voting shares in Mondi Limited (the "Non-Voting Shares"); and (ii) the Mondi Limited Special Converting Shares, Mondi Limited Special Rights Shares and Mondi Limited SA DAN Share (the "Mondi Limited DLC Shares") to be automatically converted to deferred shares in Mondi Limited at such time as specified in the Simplification Notice, being immediately prior to the Scheme Effective Time;

3. the deferred shares in Mondi plc then in issue (including the deferred shares arising from the conversion of the Mondi plc DLC Shares) will be cancelled at the Scheme Effective Time; and

4. the deferred shares in Mondi Limited then in issue (being the deferred shares arising from the conversion of the Mondi Limited DLC Shares) will be cancelled and/or surrendered at the Scheme Effective Time.

- Mondi Limited SA DAS Share and Non-Voting Shares

The Mondi Limited SA DAS Share will remain in place and continue to be held by Mondi SSC (SA) (Proprietary) Limited following the Simplification becoming effective and the preferences, rights, limitations and other terms of the Mondi Limited SA DAS Share will not be amended in any way. The Mondi Limited SA DAS Share will continue to allow dividends to be paid from Mondi Limited to Mondi plc ordinary shareholders who are resident in South Africa.

At the Scheme Effective Time so as to ensure that Mondi plc will, following the Simplification, hold the majority of each of Mondi Limited's voting and non-voting share capital, Mondi Limited will issue nine Non-Voting Shares to Mondi plc for an aggregate amount of nine rand.

Funding of the Scheme consideration

Mondi plc has confirmed to the Mondi Limited board that, subject to the Simplification Resolutions being passed, that it has the necessary authority to issue such new Mondi plc ordinary shares.

Pro forma financial information

Mondi Limited and Mondi plc operate under a dual listed company structure. Mondi Limited and Mondi plc currently prepare and report combined and consolidated financial information and statements that incorporate the combined assets and activities of Mondi Limited and Mondi plc. All public disclosures and interactions with the market in relation to the financial position and performance of the Mondi Group are based on the combined and consolidated accounts of the Mondi Group.

The Simplification would combine these assets and activities under Mondi plc, but would have no impact on the total assets, total liabilities and total ordinary equity interests of the Mondi Group. The Simplification will also result in no significant change to the basis of preparation of the financial statements or the accounting policies applied. There would be different allocations to the capital and reserves in the consolidated accounts (as the Simplification will result in only one class of ordinary shares). In particular, given Mondi Limited will become a subsidiary of the Mondi Group, Mondi Limited share capital will be eliminated on consolidation and, in consequence, the consolidated financial statements of the Mondi Group will only reflect Mondi plc share capital and a capital redemption reserve, which arises on the cancellation of the deferred shares. The difference between the nominal value of the new shares issued by Mondi plc and Mondi Limited stated capital recorded within the Mondi Group equity immediately prior to the Simplification will be recognised in a merger reserve within equity. The only expected impact of the Simplification on the reported profits or equity of the Mondi Group are certain one-off expenses relating to transaction costs, advisory fees and transfer taxes of between €20 to €22 million, of which around €15 million are contingent on the successful implementation of the Simplification. Save for these one-off items, the Simplification is not expected to have any other impact on the reported profits or equity of the business. The above summary of accounting implications assumes that the appraisal rights process is not invoked.

Given the above, no pro forma financial information in relation to the Simplification has been presented.

Taxation

No South African securities transfer tax will be payable by Mondi Limited shareholders on the transfer of the Mondi Limited ordinary shares or the issue of the new Mondi plc ordinary shares, in each case pursuant to either the Transfer Option or the Buyback Option.

Certain other South African, United Kingdom and United States tax consequences of the Simplification and the subsequent holding and disposal of Mondi plc shares for certain Mondi Limited shareholders and Mondi plc shareholders are detailed in the Scheme Circular, the Mondi plc Circular and the Prospectus.

Beneficial interests in Mondi Limited

Where required under the SA Companies Act and/or the JSE's Listings Requirements, the Mondi Limited ordinary shares and/or the Mondi plc ordinary shares held by the Mondi Incentive Schemes Trust (master's reference IT 869/2008), the Mondi Employee Share Trust and the directors of Mondi Limited and Mondi plc shall not be voted and/or, if voted, shall not be taken into account when determining whether the requisite voting approval has been obtained for the resolutions at the Mondi Limited AGM (including the Simplification Resolutions and the Scheme Resolution).

The directors of Mondi plc (and Mondi Limited) and the Mondi Employee Share Trust collectively hold beneficial interests in 1,328,243 ordinary shares of Mondi plc (and thus a beneficial interest in an equivalent number of Mondi Limited Special Converting Shares) and in 19,612 ordinary shares of Mondi Limited. The Mondi Incentive Schemes Trust holds 262,658 ordinary shares of Mondi Limited.

Responsibility statements

The board of directors of Mondi Limited ("Mondi Limited Board") has convened an independent sub-committee of the Mondi Limited Board, consisting of all of the independent non-executive directors of Mondi Limited (being Fred Phaswana, David Williams, Dominique Reiniche, Stephen Harris, Tanya Fratto and Stephen Young), constituted in accordance with the Companies Regulations, 2011 (the "Independent Board").

The Independent Board collectively and individually accepts responsibility for the information contained in this announcement to the extent that it relates to Mondi Limited. To the best of its knowledge and belief, the information contained in this announcement pertaining to Mondi Limited is true and nothing has been omitted that is likely to affect the import of the information.

Mondi plc accepts responsibility for the information contained in this announcement to the extent that it relates to Mondi plc. To the best of its knowledge and belief, the information contained in this announcement pertaining to Mondi plc is true and nothing has been omitted that is likely to affect the import of the information.

Notices of shareholder meetings

Notice of the Mondi Limited Annual General Meeting, which will be held at The Venue, 17 The High Street, Melrose Arch, Melrose, Johannesburg, 2196, South Africa at 11:30 a.m. (SA time) on 9 May 2019 and via electronic communication, is set out in the Scheme Circular.

Notice of the Mondi plc Annual General Meeting, which will be held at Haberdashers' Hall, 18 West Smithfield, London EC1A 9HQ, United Kingdom at 10:30 a.m. (UK time) on 9 May 2019, is set out in the Mondi plc Circular.

Indicative timetable of principal events

Capitalised terms used in this section have the meanings given to them in the Scheme Circular.

All dates and times are indicative only, are based on current expectations and are subject to change.

Principal events

Record date to determine which Mondi Limited Shareholders are entitled to receive this Circular

Publication and posting of the Prospectus and the Circular and notice convening the Annual General Meeting of Mondi Limited released on SENS and RISLast day to trade Mondi Limited Ordinary Shares in order to participate in the Mondi Limited Annual General Meeting

Voting Record Time for Mondi Limited Shareholders in respect of the Mondi Limited Annual General Meeting

For administrative purposes, latest recommended time for receipt of forms of proxy for the Mondi Limited Annual General Meeting

Forms of proxy for the Mondi Limited Annual General Meeting to be handed to the chair of the Mondi Limited Annual General Meeting, at any time before the proxy exercises any rights of the shareholders of Mondi Limited at the Mondi Limited Annual General Meeting

Last date and time for Dissenting Shareholders to give notice of their objections to the Scheme Resolution by no later than the time of the exercise of the vote

Annual General Meetings of Mondi Limited and Mondi plc - for Mondi Limited, at The Venue, 17 The High Street, Melrose Arch, Melrose, Johannesburg, 2196, South Africa and via electronic communicationResults of the Annual General Meetings in relation to the Simplification Resolutions and the Scheme Resolution released on SENS and RIS

Full results of the Annual General Meetings released on SENS and RISResults of the Mondi Limited Annual General Meeting published in the South African press

If the Simplification Resolutions and the Scheme Resolution are passed by the requisite majority of the Group Shareholders at the Annual General Meetings

Mondi Limited to send notice of the passing of the Scheme Resolution in terms of section 164(4) of the SA Companies Act

Last day for Mondi Limited Shareholders who voted against the Scheme Resolution to require Mondi Limited to seek court approval for the Scheme in terms of section 115(3)(a) of the SA Companies Act (if applicable)

Last day for Mondi Limited Shareholders who voted against the Scheme Resolution to apply to court for leave to apply for a review of the Scheme in terms of section 115(3)(b) of the SA Companies

Indicative time and/or date 5:00 p.m. (SA time) on Tuesday, 19

MarchTuesday, 26 March 2019

Tuesday, 30 April 2019

5:00 p.m. (SA time) on Monday, 6 May 2019

by 11:30 a.m. (SA time) on Tuesday, 7

May 2019

Thursday, 9 May 2019

Thursday, 9 May 2019

10:30 a.m. (UK time) / 11:30 a.m. (SA time) on Thursday, 9 May 2019

Thursday, 9 May 2019

Friday, 10 May 2019

Monday, 13 May 2019

Friday, 10 May 2019

Thursday, 16 May 2019

Thursday, 23 May 2019