Mondi : Form of Proxy for 2024 AGM

Notes to the Form of Proxy

1. As a member of Mondi plc you are entitled to

appoint a proxy to exercise all or any of your

rights to attend, speak and vote (either in

person or electronically) at the Annual General

Meeting of Mondi plc. Each resolution is to be

decided on a poll and a member or proxy shall

have one vote for every share held. You can

only appoint a proxy using the procedures set

out in these notes. Full details of the resolutions

to be proposed at the Annual General Meeting,

with explanatory notes, are set out in the notice

of Annual General Meeting.

2. Appointment of a proxy does not preclude you

from attending the meeting and voting (either

in person or electronically). If you have

appointed a proxy and attend the meeting

(either in person or electronically), your proxy

appointment will automatically be terminated.

3. A proxy does not need to be a member of

Mondi plc but must attend the meeting (either

in person or electronically) to represent you. To

appoint as your proxy a person other than the

chair of the meeting, insert their full name in

the box. If you sign and return this proxy form

with no name inserted in the box, the chair of

the meeting will be deemed to be your proxy.

Where you appoint as your proxy someone

other than the chair, you are responsible for

ensuring that they attend the meeting and are

aware of your voting intentions. If you wish

your proxy to make any comments on your

behalf, you will need to appoint someone other

than the chair and give them the relevant

instructions directly.

4. You may appoint more than one proxy

provided each proxy is appointed to exercise

rights attached to different shares. You may not

appoint more than one proxy to exercise rights

attached to any one share. To appoint more

than one proxy, (an) additional form(s) may be

obtained by visiting Equiniti's website at

www.shareview.co.uk. Please indicate in the box

provided the number of shares in relation to

which they are authorised to act as your proxy.

Please also indicate by ticking the box provided

if the proxy instruction is one of multiple

instructions being given. All forms must be

signed and should be returned together.

5. To direct your proxy how to vote on the

resolutions mark the appropriate box with an

'X'. To abstain from voting on a resolution,

select the relevant 'Vote Withheld' box. A vote

withheld is not a vote in law, which means that

the vote will not be counted in the calculation of

votes for or against the resolution. If no voting

indication is given, your proxy will vote or

abstain from voting at his or her discretion. Your

proxy will vote (or abstain from voting) as he or

7.	In the case of a member which is a company,
	this proxy form must be executed under its
	common seal or signed on its behalf by an
	officer of the company, an attorney for the
	company or other person duly authorised by
	the company.
8.	Any power of attorney or any other authority
	under which this proxy form is signed (or a
	duly certified copy of such power or authority)
	must be included with the proxy form.
9.	As an alternative to completing this hard-copy
	proxy form, you can appoint a proxy
	electronically by logging on to the Equiniti
	website www.sharevote.co.uk and following
	the instructions provided. You will be required
	to enter your Voting ID, Task ID and
	shareholder reference number as printed on
	the front of your proxy form. For an electronic
	proxy appointment to be valid, your
	appointment must be received by Equiniti no
	later than 10:30 (UK time) on Wednesday 1
	May 2024. An electronic proxy appointment
	will not be valid if sent to any electronic
	address other than those provided. Any
	electronic communication found to contain a
	computer virus will not be accepted.
10.	If you wish to appoint a proxy other than the
	chair of the meeting and for them to attend the
	Annual General Meeting electronically using
	the Lumi platform on your behalf, please
	submit your proxy appointment in the usual
	way before contacting Equiniti no later than
	10:30 (UK time) on Wednesday 1 May 2024 by
	email at [e-mail] in order to
	obtain their shareholder reference number
	and PIN.
11. CREST members who wish to appoint a proxy
	or proxies by using the CREST electronic
	appointment service may do so by using the
	procedures described in the CREST Manual.
	To be valid, the appropriate CREST message,
	regardless of whether it constitutes the
	appointment of a proxy or an amendment to
	the instructions given to a previously appointed
	proxy, must be transmitted so as to be
	received by our agent Equiniti (CREST ID:
	RA19) by 10:30 (UK time) on Wednesday
	1 May 2024. See the notes to the notice of
	meeting for further information on proxy
	appointment through CREST. Institutional
	investors may be able to appoint a proxy
	electronically via the Proxymity platform,
	please go to www.proxymity.io.
12.	In the case of joint holders, where more than
	one of the joint holders purports to appoint a
	proxy, only the appointment submitted by the

Mondi plc

Annual General Meeting

Shareholder pack 2024

she thinks fit in relation to any other matter

which is properly put before the meeting.

6. To appoint a proxy using this form, the form

must be:

- completed and signed;

- sent or delivered to Equiniti, Aspect House,

Spencer Road, Lancing, West Sussex,

BN99 6DA, United Kingdom; and

- received by Equiniti no later than 10:30 (UK

time) on Wednesday 1 May 2024.

Please return the proxy form in the enclosed envelope.

most senior holder will be accepted. Seniority

is determined by the order in which the

names of the joint holders appear in Mondi

plc's register of members in respect of the

joint holding (the first-named being the

most senior).

13. If you submit more than one valid proxy

appointment, the appointment received last

before the latest time for the receipt of proxies

will take precedence.

14. Any alteration or correction made to this

proxy form must be initialled by the signatory

or signatories.

15. You may not use any electronic address

provided in this proxy form to communicate

with Mondi plc for any purposes other than

those expressly stated.

Mondi plc

Shareholder information

Important documents enclosed

Receive future shareholder documents electronically

If you would prefer to receive your shareholder documentation electronically you can register via the online service offered by Equiniti, at www.shareview.co.uk

Vote online

As an alternative to completing and returning this proxy form, you can appoint a proxy electronically by logging on to the Equiniti website, www.sharevote.co.uk, and following the instructions provided.

Key dates
1 May 2024	Last date for
(by 10:30	submission of
(UK time))	form of proxy
3 May 2024	Annual General
(10:30	Meeting
(UK time))

Mondi plc Annual General Meeting

Attendance card

Date

Friday 3 May 2024 at 10:30 (UK time)

Place

Mercedes-Benz World

Brooklands Drive, Weybridge, KT13 0SL, United Kingdom

If attending the Annual General Meeting in person, please bring this attendance card with you and hand it in at the registration desk.

Signature of person attending

+ FORM OF PROXY	+
MONDI plc - ANNUAL GENERAL MEETING

I/We being a member of Mondi plc hereby appoint the Chair of the meeting or (see note 3)

Name of proxy		Number of shares proxy appointed over

as my/our proxy to attend, to speak and to vote (either in person or electronically) on my/our behalf at the Annual General Meeting of Mondi plc to be held at 10:30 on Friday 3 May 2024 and at any adjournment thereof. I/We direct my/our proxy to vote on the following resolutions as I/we have indicated by marking the appropriate box with an 'X'. If no indication is given, my/our proxy will vote or abstain from voting at his or her discretion and I/we authorise my/our proxy to vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is properly put before the meeting.

If you wish to appoint multiple proxies please see note 4.

Please also tick here if you are appointing more than one proxy.

Voting ID		Task ID	Shareholder Reference Number

RESOLUTIONS	For	Against	VoteWithheld	RESOLUTIONS	For	Against	VoteWithheld
Please mark 'X' to indicate			Please mark 'X' to indicate
how you wish to vote			how you wish to vote

Directions for shareholders attending the meeting in person

			M1
			21
			M25
M40
		16	A406
				M25
M4	15		LONDON
		Heathrow	Victoria
		Airport
			Waterloo
		11	A205
M3		Weybridge	Eurostar
	Mercedes-Benz World
			to Paris

at Brooklands

By car

From Junction 10 of the M25 follow the A3 towards London taking the first exit and turn left at the roundabout onto the A245 (signposted Weybridge). Continue along the A245 for approximately

1.5 miles. At the second roundabout turn right onto Sopwith Drive. Continue straight over two roundabouts.

You have arrived at Mercedes-Benz World.

By train

Less than 3 miles from Weybridge station, on the London Waterloo to Woking/Portsmouth and Staines to Weybridge lines. There is a public bus service that will deliver you to the door (see below).

By bus

1. To receive the report and accounts
2. To approve the remuneration report (other than the policy)
3. To declare a final dividend
4. To re-elect Svein Richard Brandtzaeg as a director
5. To re-elect Sue Clark as a director
6. To re-elect Anke Groth as a director
7. To re-elect Andrew King as a director
8. To re-elect Saki Macozoma as a director
9. To re-elect Mike Powell as a director
10. To re-elect Dominique Reiniche as a director
11. To re-elect Dame Angela Strank as a director

1. To re-elect Philip Yea as a director
2. To re-elect Stephen Young as a director
3. To appoint the auditors
4. To authorise the Audit Committee to determine the auditors' remuneration
5. To authorise the directors to allot relevant securities
6. To authorise the directors to disapply pre-emption rights*
7. To authorise Mondi plc to purchase its own shares*
8. To authorise general meetings to be held on 14 days' notice*

* special resolutions

Woking

10

Guildford	A3

M25

Mercedes-Benz World is accessible via bus route 436, which serves Woking, Byfleet and Weybridge train station. For bus times please visit

Gatwick Airport

www.falconbuses.co.uk.

Signature		Date
+		+

For more information on how to get to the venue, go to www.mercedes-benzworld.co.uk/contact-us/