MONDI PLC - Statement Regarding Intention Not to Make an Offer for DS Smith Plc

Statement Regarding Intention Not to Make an Offer for DS Smith Plc

Mondi plc
Incorporated in England and Wales
Registered number: 6209386
LEI: 213800LOZA69QFDC9N34
LSE share code: MNDI ISIN: GB00BMWC6P49
JSE share code: MNP

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "TAKEOVER CODE")

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

19 April 2024


                                              Mondi plc

                Statement regarding intention not to make an offer for DS Smith Plc

Mondi plc ("Mondi") notes the terms of the recommended all-share combination of
International Paper Company with DS Smith Plc ("DS Smith") announced on 16 April 2024.

Following a period of due diligence, and after carefully considering the value the combination
with DS Smith would deliver to Mondi's shareholders, the Mondi Board has decided that the
transaction would not be in the best interests of its shareholders. Accordingly, Mondi does not
intend to make an offer for DS Smith.

Mondi's Board remains confident that its compelling portfolio of sustainable packaging and
paper products, scale and cost advantaged quality asset base, along with its pipeline of
organic investments, ensure it is well positioned to deliver long-term structural growth in the
markets in which it operates, delivering strong cash generation, attractive returns and
sustainable value accretive growth for shareholders.

Takeover Code

This is a statement to which Rule 2.8 of the Takeover Code applies.

Under Note 2 on Rule 2.8 of the Takeover Code, Mondi reserves the right to set the restrictions in Rule
2.8 of the Takeover Code aside in the following circumstances:

a.      in the event the offer by International Paper Company is withdrawn or lapses, with the
        agreement of the Board of DS Smith;
b.      if a third party announces a firm intention to make an offer for DS Smith;
c.      if DS Smith announces a Rule 9 waiver (see Note 1 of the Notes on Dispensations from Rule
        9 of the Takeover Code) or a reverse takeover (as defined in the Takeover Code); or
d.      if there has been a material change of circumstances (as determined by the Takeover Panel).

The person responsible for making this announcement on behalf of Mondi is Jenny Hampshire,
Company Secretary.
Enquiries

Mondi plc

Investors/analysts:
Fiona Lawrence                                    +44 (0)7425 878 683
Mondi Group Head of Investor Relations

Media:
Kerry Cooper                                      +44 (0)7881 455 806
Mondi Group Communication Director

FTI Consulting

Richard Mountain                                  +44 (0)790 968 4466

Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to
certain restrictions relating to persons resident in restricted jurisdictions) at www.mondigroup.com by
no later than 12 noon (London time) on 22 April 2024.

The content of the website referred to in this announcement is not incorporated into and does not form
part of this announcement.

This announcement has been prepared for the purposes of complying with English law and the
Takeover Code and the information disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with the laws and regulations of
jurisdictions outside England and Wales.

The release, publication or distribution of this announcement in jurisdictions outside the United Kingdom
may be restricted by law and therefore persons into whose possession this announcement comes
should inform themselves about, and observe, such restrictions. Any failure to comply with such
restrictions may constitute a violation of the securities law of any such jurisdiction.

Sponsor in South Africa: Merrill Lynch South Africa (Pty) Ltd t/a BofA Securities.

Date: 19-04-2024 01:18:00
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