Mondi : AGM Notice

Mondi plc

Notice of Annual General Meeting on Thursday 5 May 2022

This document is important and requires your immediate attention

If you are in any doubt as to any aspects of the proposals referred to in this document or as to what action you should take, you are recommended to seek your own advice from a stockbroker, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 immediately.

If you have sold or otherwise transferred all of your shares, please pass this document together with the accompanying documents at once to the purchaser or transferee, or the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

Mondi plc

Annual General Meeting 2022

Time 10:30 (UK time)

5 May 2022

Annual General Meeting

Place Haberdashers' Hall 18 West Smithfield London

EC1A 9HQ UK

Voting

Each ordinary resolution requires the support of a simple majority of the total votes cast. Each special resolution requires the support of 75% of the total votes cast.

Chair's letter

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Mondi plc

Ground Floor, Building 5, The Heights, Brooklands, Weybridge, Surrey KT13 0NY UK

Incorporated in England and Wales Registered No. 6209386

To the holders of Mondi plc shares

Annual General Meeting 2022

The Annual General Meeting of Mondi plc (the "Company") will be held at Haberdashers' Hall, 18 West Smithfield, London EC1A 9HQ, UK at 10:30 (UK time) on Thursday 5 May 2022. We are pleased that this year, subject to any COVID-19 restrictions in place at the time of the meeting, we are able to invite shareholders to join the meeting in person. We are also offering shareholders the ability to attend, participate and vote electronically should you prefer. Full details on how you can participate electronically are set out in the notes on pages 12 and 14 and 15.

The Notice of Annual General Meeting is set out on pages 3 and 4, followed on pages 5 to 7 by an explanation of each resolution proposed and notes about your rights as a shareholder and information regarding the appointment of proxies. All voting at the meeting will be conducted on a poll.

Enclosed or otherwise made available with this Notice of Annual General Meeting ("Notice") is the Mondi Group Integrated report and financial statements 2021 containing the audited consolidated financial information for the Company for the year ended 31 December 2021.

Continuing impact of COVID-19 on the Annual General Meeting

We look forward to being able to welcome shareholders to the Annual General Meeting in person and electronically. At the time of publication of this Notice, the UK Government has lifted all restrictions on public gatherings and non-essential travel and it is therefore anticipated that the Annual General Meeting will go ahead as a physical meeting with the ability to also participate electronically. Should there be any changes to the UK Government guidelines that lead to changes in arrangements, these will be communicated to shareholders in advance of the Annual General Meeting through our website atwww.mondigroup.com.

Shareholders must not attend the Annual General Meeting in person if they are experiencing any COVID-19 related symptoms or are required to self-isolate in accordance with UK Government guidance. If shareholders are experiencing any COVID-19 related symptoms or are required to self-isolate, we encourage you to participate in the Annual General Meeting electronically through the online Lumi platform.

Final dividend

Shareholders are being asked to give their consent for the Company to pay a final dividend of 45.00 euro cents per ordinary share. If the recommended final dividend is approved, the dividend will be paid on 16 May 2022 to all ordinary shareholders on the Company's register of members on 8 April 2022.

Action to be taken

Your involvement in the Annual General Meeting is valued either in person (physically or electronically) or by proxy and is an important part of our dialogue with shareholders.

If you are entitled to vote but are unable to attend the Annual General Meeting (either in person or electronically), you can submit your voting instruction using the enclosed proxy form or alternatively electronically as explained in the notes to the Notice of Annual General Meeting on page 10. Please ensure that your proxy appointment reaches the registrar by no later than 10:30 (UK time) on Tuesday 3 May 2022. A proxy need not be a member of the Company but must attend the Annual General Meeting (either in person or electronically) to represent you. Submission of a proxy appointment will not prevent you from attending the Annual General Meeting (either in person or electronically).

Hybrid arrangements for the Annual General Meeting

We encourage shareholders to participate in the Annual General Meeting by attending in person or by participating electronically through the online Lumi platform, which can be accessed by following the instructions on pages 12 and 14 and 15. Shareholders attending the Annual General Meeting electronically will be able to view and hear the directors, ask questions (in writing or verbally) and vote in real time as if they were attending in person.

2

Chair's letter continued

Asking questions

Shareholders attending the Annual General Meeting either in person or electronically can ask questions during the course of the meeting. In addition, shareholders can submit written questions by email in advance of the Annual General Meeting. Where possible, we will aim to provide written responses to questions submitted by 28 April 2022 directly to shareholders before 10:30 (UK time) on Tuesday 3 May 2022, i.e. before the deadline for submission of a proxy appointment. Please email these questions [e-mail]. Where appropriate, we will also publish answers to frequently asked questions on Mondi's website.

Recommendation

The Board believes that all the proposals to be considered at the Annual General Meeting are in the best interests of the Company and its shareholders as a whole. The directors unanimously recommend that you vote in favour of all the proposed resolutions as they intend to do in respect of their own beneficial holdings.

Yours sincerely

Philip Yea Chair

25 March 2022

Notice of Annual General Meeting of Mondi plc

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Mondi plc

Incorporated in England and Wales Registered No. 6209386

London Stock Exchange share code: MNDI JSE share code: MNP ISIN: GB00B1CRLC47

Notice is hereby given that the Annual General Meeting of Mondi plc will be held at Haberdashers' Hall, 18 West Smithfield, London EC1A 9HQ, UK and electronically (details provided in the notes to the Notice of Annual General Meeting), commencing at 10:30 (UK time) on Thursday 5 May 2022 to transact the following business:

To consider and, if deemed fit, to pass, with or without modification, the following resolutions:

Ordinary resolutions

• 1. To receive the audited financial statements of Mondi plc for the year ended 31 December 2021, together with the reports of the Audit Committee, the directors and the auditors of Mondi plc.

• 2. To approve the directors' remuneration report of Mondi plc, other than the part containing the directors' remuneration policy, for the

• year ended 31 December 2021 as set out on pages 149 to 161 of the Mondi Group Integrated report and financial statements 2021.

• 3. To declare a final dividend of 45.00 euro cents per ordinary share in Mondi plc for the year ended 31 December 2021.

• 4. To re-elect Svein Richard Brandtzaeg as a director of Mondi plc in accordance with the provisions of the Articles of Association.

• 5. To re-elect Sue Clark as a director of Mondi plc in accordance with the provisions of the Articles of Association.

• 6. To re-elect Andrew King as a director of Mondi plc in accordance with the provisions of the Articles of Association.

• 7. To re-elect Mike Powell as a director of Mondi plc in accordance with the provisions of the Articles of Association.

• 8. To re-elect Dominique Reiniche as a director of Mondi plc in accordance with the provisions of the Articles of Association.

• 9. To re-elect Dame Angela Strank as a director of Mondi plc in accordance with the provisions of the Articles of Association.

• 10. To re-elect Philip Yea as a director of Mondi plc in accordance with the provisions of the Articles of Association.

• 11. To re-elect Stephen Young as a director of Mondi plc in accordance with the provisions of the Articles of Association.

• 12. To appoint PricewaterhouseCoopers LLP as auditor of Mondi plc to hold office until the conclusion of the Annual General Meeting to be held in 2023.

• 13. To authorise the Audit Committee to determine the remuneration of PricewaterhouseCoopers LLP.

• 14. That the directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 to exercise all the powers of Mondi plc to allot shares or grant rights to subscribe for or to convert any security into shares up to an aggregate nominal amount of €4,855,537.80. Such authority to apply in substitution for all previous authorities pursuant to Section 551 of the Companies Act 2006 and to expire at the conclusion of the next Annual General Meeting to be held in 2023 or, if earlier, 30 June 2023, but so that Mondi plc may make offers or enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or to convert any shares to be granted after the authority expires.

Special resolutions

15. That, subject to the passing of resolution 14, the directors be authorised to allot equity securities (as defined in Section 560(1)

of the Companies Act 2006) for cash under the authority given in resolution 14 and/or to sell ordinary shares held by Mondi plc as treasury shares for cash as if Section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority being limited to:

i. a Rights Issue to ordinary shareholders (excluding any holding of treasury shares) where the rights of each shareholder are, as nearly as practicable, proportionate to the number of shares held. The directors may exclude certain shareholders, deal with fractions and generally manage the Rights Issue as they think fit; and

ii.

the allotment (otherwise than under paragraph i. above) of equity securities or sale of treasury shares up to a nominal value of €4,855,537.80 being 5% of the nominal value of the existing issued share capital as at 17 March 2022;

such authority to expire at the conclusion of the next Annual General Meeting to be held in 2023 or, if earlier, 30 June 2023, but, in each case, so that the Company may make offers and enter into agreements which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

For the purposes of this resolution 15, 'Rights Issue' has the meaning given to the term in the Articles of Association.