#### Mondi Group

#### Integrated report and financial statements

2024

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# Sustainable

by

# Design

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![Mondi_logo_CMYK_white+orange.svg]()

#### Welcome

### Integrated report

2024

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| Mondi’s Integrated report  and financial statements  2024  is our primary report to  shareholders, providing an  overview of the Group's  performance for the year  ended  31 December 2024 . |
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| Alternative Performance Measures  The Group presents certain measures of financial  performance, position or cash flows in this report that  are not defined or specified according to International  Financial Reporting Standards (IFRS) and UK-adopted  International Accounting Standards. Refer to pages  [216](#i5ea205a98724483f90a2a76cf5ac789a_538)-[218](#iae70ff6754a94d0b806b3f87f5daf61b_95-0-1-1-577759) for further details.  SASB_orange.svg  We report against the Sustainability Accounting  Standards Board (SASB): Containers & Packaging  Industry Standard. Relevant disclosures are  highlighted by the icon above with further disclosures  made in our Sustainable Development report and GRI  & SASB index as part of our 2024  suite of reports. |

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| Strategic report |  |
| Welcome | i |
| [The Mondi Way](#i5ea205a98724483f90a2a76cf5ac789a_22) | [1](#i5ea205a98724483f90a2a76cf5ac789a_22) |
| [Letter from the Chair](#i5ea205a98724483f90a2a76cf5ac789a_28) | [2](#i5ea205a98724483f90a2a76cf5ac789a_28) |
| Our businesses | [4](#i5ea205a98724483f90a2a76cf5ac789a_31) |
| Where we operate | [5](#i5ea205a98724483f90a2a76cf5ac789a_37) |
| Market context | [6](#i5ea205a98724483f90a2a76cf5ac789a_34) |
| Our business model | [8](#i5ea205a98724483f90a2a76cf5ac789a_49) |
| Our strategy | [14](#i5ea205a98724483f90a2a76cf5ac789a_67) |
| Chief Executive Officer’s  strategic review | [15](#i5ea205a98724483f90a2a76cf5ac789a_76) |
| Reasons to invest | [21](#i5ea205a98724483f90a2a76cf5ac789a_6928) |
| Key performance indicators | [22](#i5ea205a98724483f90a2a76cf5ac789a_73) |
| Business unit trading review | [24](#i5ea205a98724483f90a2a76cf5ac789a_94) |
| Financial review | [26](#i5ea205a98724483f90a2a76cf5ac789a_100) |
| Mondi Action Plan 2030 | [30](#i5ea205a98724483f90a2a76cf5ac789a_112) |
| Stakeholder engagement  and Section 172 | [50](#i5ea205a98724483f90a2a76cf5ac789a_106) |
| Task Force on Climate-related  Financial Disclosures (TCFD) | [52](#i5ea205a98724483f90a2a76cf5ac789a_133) |
| Principal risks | [60](#i5ea205a98724483f90a2a76cf5ac789a_145) |
| Viability statement | [70](#i5ea205a98724483f90a2a76cf5ac789a_160) |
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| The Strategic report was approved by the  Board on  19 February 2025  and is signed  on its behalf by:  Andrew KingMike Powell  Group CEOGroup CFO | |
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| Governance |  |
| Chair’s introduction | [72](#i5ea205a98724483f90a2a76cf5ac789a_166) |
| Board of directors | [75](#i5ea205a98724483f90a2a76cf5ac789a_175) |
| Executive Committee  and Company Secretary | [78](#i5ea205a98724483f90a2a76cf5ac789a_178) |
| Corporate governance report | [80](#i5ea205a98724483f90a2a76cf5ac789a_184) |
| Nominations Committee | [94](#i5ea205a98724483f90a2a76cf5ac789a_193) |
| Audit Committee | [99](#i5ea205a98724483f90a2a76cf5ac789a_196) |
| Sustainable Development  Committee | [108](#i5ea205a98724483f90a2a76cf5ac789a_211) |
| Remuneration report | [111](#i5ea205a98724483f90a2a76cf5ac789a_220) |
| Other statutory information | [136](#i5ea205a98724483f90a2a76cf5ac789a_280) |

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| Financial statements | |
| Financial statements introduction | [138](#i5ea205a98724483f90a2a76cf5ac789a_283) |
| Directors’ responsibility statement | [139](#i5ea205a98724483f90a2a76cf5ac789a_289) |
| Independent auditors’ report | [140](#i5ea205a98724483f90a2a76cf5ac789a_292) |
| Financial statements | [150](#i5ea205a98724483f90a2a76cf5ac789a_298) |

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| Other information | |
| Production statistics  and exchange rates | [213](#i5ea205a98724483f90a2a76cf5ac789a_529) |
| Group financial record | [214](#i5ea205a98724483f90a2a76cf5ac789a_535) |
| Alternative Performance Measures | [216](#i5ea205a98724483f90a2a76cf5ac789a_538) |
| Additional information  for shareholders | [219](#i5ea205a98724483f90a2a76cf5ac789a_541) |
| Shareholder information | [221](#i5ea205a98724483f90a2a76cf5ac789a_544) |
| About this report | [225](#i5ea205a98724483f90a2a76cf5ac789a_547) |

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| Our reporting suite | |
| Mockup_Tablet_25_Mondi_SDr24_crop_V2.png | |
|  | Mondi's complete 2024 Integrated and  Sustainable Development reporting suite  will be made available on our website  from publication date  [www.mondigroup.com](https://www.mondigroup.com/) |

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| Non-financial and sustainability information statement  In accordance with Sections 414CA and 414CB of the Companies Act 2006  (as amended by The Companies (Strategic Report) (Climate-related Financial  Disclosure) Regulations 2022), the required non-financial and sustainability information  disclosures can be found integrated throughout the Strategic report. The table below  sets out where our stakeholders can find more information on these key areas of  disclosure. In addition, our policies, which are listed on page [108](#i5ea205a98724483f90a2a76cf5ac789a_211) of this report, can  be found on our website (<www.mondigroup.com/sustainability/approach/governance>).  Our MAP2030 section (found on pages [30](#i5ea205a98724483f90a2a76cf5ac789a_112)-[49](#i81083998d04243ddb7be20cf0507ead0_147244)) outlines our performance against  our policies and sustainability targets. | |
| Reporting requirement | Further information |
| Business model | Page [8](#i5ea205a98724483f90a2a76cf5ac789a_49)- [13](#ic0d066ddb6024d09a92c9a21dc043b27_1769) |
| Climate-related disclosures | Page [41](#i5ea205a98724483f90a2a76cf5ac789a_127)- [45](#if4a8c733a3574be795d6ce342b93546b_1-1-1-1-577759), [52](#i5ea205a98724483f90a2a76cf5ac789a_133)-[59](#i15373fb931d74ceeaf8d79590c39ac12_2352) |
| Information relating to environmental matters | Page [41](#i5ea205a98724483f90a2a76cf5ac789a_127)-[46](#i5ea205a98724483f90a2a76cf5ac789a_142), [48](#i81083998d04243ddb7be20cf0507ead0_139305) |
| Information relating to employees | Page [37](#i5ea205a98724483f90a2a76cf5ac789a_124)- [40](#i3ada7bc826a34e96b5399c011b0326f6_2-1-1-1-705595) |
| Information relating to social matters | Page [47](#i81083998d04243ddb7be20cf0507ead0_8220), [49](#i81083998d04243ddb7be20cf0507ead0_147244) |
| Information relating to respect for human rights | Page [47](#i81083998d04243ddb7be20cf0507ead0_8220)- [49](#i81083998d04243ddb7be20cf0507ead0_147244) |
| Information relating to anti-corruption and anti-bribery matters | Page [49](#i81083998d04243ddb7be20cf0507ead0_147244) |
| Principal risks | Page [60](#i5ea205a98724483f90a2a76cf5ac789a_145)- [69](#i0493c836b34148099f2bc7e3ab149b70_12-1-1-2-577759) |
| Non-financial key performance indicators | Page [23](#i21e199fde6be47e5b0bf2a509c7aac23_7-4-1-1-577759) , [32](#i5ea205a98724483f90a2a76cf5ac789a_115) , [46](#i5ea205a98724483f90a2a76cf5ac789a_142)-[47](#i81083998d04243ddb7be20cf0507ead0_8220) |

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#### The Mondi Way

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![mondi_brush_mint-blue-2-hires_crop.png]()

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![Mondi_Way_Graphic_Page_01.svg]()

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#### Purpose

## SUSTAINABLE

by

## design

#### We contribute to a better

world by making innovative,

sustainable packaging and

#### paper solutions

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|  | Strategy  Drive value accretive  growth, sustainably | |
|  |  | Drive performance  along the value chain |
|  |  | Invest in quality assets |
|  | Mondi_Stategy_icons_2023_Inspire_people.svg | Empower our people |
|  |  | Partner with customers |
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|  | Our strategy  Page [14](#i5ea205a98724483f90a2a76cf5ac789a_67) - [20](#i38e8f3ae26924da19fe4609c33f5e9c0_1-2-1-3-772149) |

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|  | Culture  Grow. create.  Inspire. Together. |
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|  | Performance  We are passionate,  entrepreneurial and empowered |
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|  | Care  We are respectful and look  out for each other |
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|  | Integrity  We are honest, transparent  and inclusive |
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|  | MAP2030  Page [30](#i5ea205a98724483f90a2a76cf5ac789a_112)-[49](#i81083998d04243ddb7be20cf0507ead0_147244) |

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#### The Mondi Way connects our

22,000

#### people through a shared

sense of purpose. We nurture

#### an environment in which high

performance, collaboration and

#### innovation thrive, empowering

#### our teams to drive progress

#### against our strategic priorities.

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#### Letter

#### from

 the

#### Chair

### Delivering value accretive growth

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| mondi_brush_orange-yellow-cerise-1-hires+P YEA 0191_cut_out_crop.png | Quotemark_blue.svg  Mondi demonstrated resilience  throughout 2024 in difficult trading  conditions – highlighting the strength  of our cost-competitive, strategically  located integrated assets and our great  people.  Philip Yea  Chair |

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|  | Underlying EBITDA  €1,049 million | |
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|  | Cash generated from operations  €970 million |  |
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|  | Ordinary dividend per share  70.0 euro cents | |
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2024 was marked by stubbornly

challenging economic conditions,

unresolved political uncertainties and

persistent geopolitical tensions. Against

this background, Mondi has focused on its

customers, people and communities, and

has been able to perform resiliently despite

the somewhat soft demand and challenging

pricing environment. Underlying EBITDA

at €1,049 million was 13% below last year.

Mondi remains committed to creating

value for stakeholders through the

production of high-quality packaging

and paper solutions that are sustainable

by design. Our strategy is unchanged,

and supported by our strong balance

sheet and low-cost position. The Group

was able to substantially complete the

more significant elements of our multi-year

capital expenditure programme while

continuing to support our customers on

their journeys towards sustainable solutions.

Maintaining our competitive cost position

remains a key priority and in this and

other areas we are grateful for the support

of our people as we navigate these

difficult conditions.

#### Investing in quality assets

At the heart of Mondi’s disciplined

approach to capital management are

two key objectives. The first is to enable

investment through cycle where we see

the opportunity for attractive returns; the

second is to be able to support sustainable

dividends. In 2024, Mondi generated

€970 million in cash from operations,

maintaining a strong financial position,

as demonstrated by a leverage ratio of

1.7 times net debt to underlying EBITDA.

The Board has recommended a total

ordinary dividend of 70.0 euro cents per

share for 2024, reinforcing our confidence

in the Group’s future.

Mondi is nearing the end of its significant

three-year expansion programme across

both corrugated and flexible packaging

mills and plants, where we are investing

€1.2 billion in total to expand capacity,

increase cost competitiveness and

improve our environmental footprint.

Five of these projects became operational

in 2024, with Štětí (Czech Republic)

commencing operations in December

2024. Duino (Italy) is on track to start

up in the next few months as planned.

We continue to see further opportunities

for organic growth investment across

our packaging portfolio.

A continuing objective within our

Corrugated Packaging business has been

to grow the geographical footprint of

our converting operations to support our

customers while delivering integration

benefits with our mill operations. Early

in 2024 we explored a combination with

DS Smith which would have greatly

accelerated this element of our strategy.

However, value creation is vital and

following a period of due diligence your

Board decided that it would not be in

our own shareholders’ interests to

pursue this opportunity.

Pleasingly, in October we reached an

agreement to acquire the Western

Europe Packaging Assets of Schumacher

Packaging, for €634 million, adding

substantial corrugated converting capacity

and broadening our geographic coverage

in Northern Europe, notably in Germany.

This investment is expected to complete

in the first half of 2025.

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#### Leadership in sustainability

Mondi remains steadfast in its commitment

to reducing its environmental impact while

supporting customers and stakeholders

to achieve their sustainability objectives.

This element of our strategy, set out in our

MAP2030 framework, has explicit targets

across three core areas, being the delivery

of circular driven solutions, created by

empowered people and taking action on

climate. Key elements of our progress are

to be found elsewhere in this report.

#### People and culture

Our people are at the heart of Mondi’s

business success and fundamental to our

growth plans. Our focus is on empowering

leaders to attract, develop and retain talent

to drive performance and foster innovation

by creating an inspiring, inclusive and

safe workplace.

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| Sustainability performance at a glance | | | | |
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| 87% |  | 0.68 |  | 31% |
| of our packaging and paper revenue is  from products that are reusable,  recyclable or compostable |  | Total Recordable Case Rate  safety performance |  | reduction in Scope 1 and 2 GHG  emissions compared with our 2019  baseline |

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Your Board attaches great importance

to assessing the company’s culture and

wherever possible we meet with our

leaders and their teams to assess progress.

We were able to visit a number of Mondi

operations in 2024 to listen to colleague

feedback about safety and health, and their

working environment.

Ensuring the safety of colleagues is always

our top priority, and we are proud to be

a leader in our industry. All our major

expansion projects and maintenance

shuts have been completed with no major

incidents, which is a great accomplishment

considering there can be thousands of

colleagues and contractors on site each

day, many doing non-routine tasks. I am

however very sad to report that during the

year one of our colleagues tragically lost his

life at our Merebank mill in South Africa, a

loss that has deeply affected the broader

Mondi community. The Group is resolute

in its commitment to investigating every

incident thoroughly to ensure that everyone

returns home safely at the end of each day.

#### Board

#### developments

Effective boards are built on finding the

right mix of skills, experience and judgement.

In October, after a comprehensive search,

Sucheta Govil was appointed to the Board

as an independent non-executive director.

Sucheta has extensive experience in

commercial and operational leadership

roles, including within multinational

industrial businesses.

In September, Dominique Reiniche

retired after completing her nine-year

tenure on Mondi’s Board. I would like

to record our thanks to Dominique for

her significant contribution, in particular

as Chair of the Sustainable Development

Committee and, more recently, as

Senior Independent Director.

#### Looking ahead

As we move into 2025, geopolitical

uncertainties remain, and there are no

obvious signs of a significant improvement

in economic conditions. Mondi’s core

strengths are our portfolio of sustainable

packaging and paper products, our scale,

our quality asset base and our people and

culture. I am confident that these are key

differentiators and will support the Group

in delivering long-term growth, strong

cash generation, attractive returns and

sustainable value for shareholders.

#### Philip Yea

Chair

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#### Our businesses

### Packaging and paper that is sustainable by design

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|  | Corrugated Packaging | |  |  |  | Flexible Packaging | |  |  |  | Uncoated Fine Paper | |  |
|  | Mondi is a leading producer of  corrugated packaging with a cost-  competitive asset base and strong  customer offering focused on  quality, reliability and service. We  are the leading virgin  containerboard producer in Europe  and the largest containerboard  producer in emerging Europe. Our  virgin containerboard is a high-  quality product with excellent  properties for specialised end-use  applications, ideal to meet our  customers' needs around the globe.  We are also a leading corrugated  solutions producer across central  and emerging Europe. We leverage  our integrated production network  and partner with our customers to  create fully recyclable corrugated  boxes and packaging. | |  |  |  | We are a global flexible packaging  producer with a unique portfolio of  solutions. We primarily produce kraft  paper which is converted into paper  bags or used for specialist consumer  or industrial applications. As the  global leader in kraft paper and  paper bag production, and together  with our high level of integration, our  customers come to us for scale,  security of supply and global reach.  We are also a leading producer of  high-quality, flexible plastic-based  packaging for consumer end‑uses in  Europe. Furthermore, we have broad  coating capabilities which add  barriers to create functional paper  solutions that protect the goods  inside while continuing to be  recyclable in paper waste streams. | |  |  |  | Our Uncoated Fine Paper business  produces a wide range of home,  office, converting and professional  printing papers at our mills in central  Europe and South Africa. We have  strong customer relationships,  leveraging our leading positions in  these regions. We also produce and  sell market pulp to customers  around the world. | |  |
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|  | Leading positions | |  |  |  | Leading positions | |  |  |  | Leading positions | |  |
|  | #1 | |  |  |  | #1 | |  |  |  | #2 | |  |
|  | virgin containerboard producer  in Europe | |  |  |  | kraft paper producer globally | |  |  |  | uncoated fine paper producer  in Europe | |  |
|  | #1 | |  |  |  | #1 | |  |  |  | #1 | |  |
|  | containerboard producer  in emerging Europe | |  |  |  | paper bags producer globally | |  |  |  | uncoated fine paper producer  in South Africa | |  |
|  | #1 | |  |  |  | #3 | |  |  |  |  | |  |
|  | corrugated solutions producer  in emerging Europe | |  |  |  | consumer flexible packaging  producer in Europe | |  |  |  |  | |  |
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|  |  | Corrugated Packaging  Page  [11](#i8202388f078a4e97844988655a731844_2092)  and  [24](#ib5fc7c06a9dc469cb0eeec666d18cd5b_599) |  |  |  |  | Flexible Packaging  Page  [12](#ib2cb58d3e5584a27b3a16ecc7c871fad_2985)  and  [24](#ib5fc7c06a9dc469cb0eeec666d18cd5b_599) |  |  |  |  | Uncoated Fine Paper  Page  [13](#ic0d066ddb6024d09a92c9a21dc043b27_1769)  and  [25](#ib5fc7c06a9dc469cb0eeec666d18cd5b_1696) |  |
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#### Where we operate

### A global network delivering for our customers

#### Mondi employs

22,000

#### people in more than

30

#### countries.

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| orange small block.svg | Corrugated Packaging | triangle.svg | Mill |
| purple small block.svg | Flexible Packaging | circle.svg | Converting plant |
| blue small block.svg | Uncoated Fine Paper | grey flag.svg | Head offices |

#### We operate around

100 production sites,

#### mostly located

#### across Europe, North

#### America

#### and Africa

.

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| Corrugated Packaging | |
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| mills | converting plants |
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| Flexible Packaging | |
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| mills | converting plants |
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| Uncoated Fine Paper | |
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Production sites as at 31 December 2024.

The Ružomberok mill ( Slovakia) and Richards

Bay mill (South Africa) are mixed-use mills,

producing products for more than one business

unit. These mills are therefore presented

in triplicate and duplicate respectively.

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#### Market context

### Broad range of sustainable packaging and paper solutions

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| We offer our customers a unique and broad  range of sustainable packaging and paper  solutions across several end‑markets. |  |  |  |
|  | Markets served based on Group revenue\* | |
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|  | Consumer and retail |  |  | Industrial and agriculture |
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|  | Product examples  – Food and pet food packaging  – eCommerce packaging  – Paper for grocery and fashion bags  Relevant business units  – Corrugated Packaging  – Flexible Packaging |  |  | Product examples  – Dairy powder, feed and seed packaging  – Automotive logistics packaging  – Paper-based pallet wrapping  Relevant business units  – Corrugated Packaging  – Flexible Packaging |
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|  | Building and construction |  |  | Paper for printing |
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|  | Product examples  – Cement bags  – Other paper-based building material bags  Relevant business units  – Flexible Packaging |  |  | Product examples  – Office paper  – Professional printing paper  Relevant business units  – Uncoated Fine Paper |

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![Bread-Bag-neu-Print-5_cut_out+350610_Packshot_12kg (3)_shadow+e-shopDelightBox_MAIN_3000px_300dpi_AdobeRGB_shadow+mondi_brush_orange-yellow-1-hires_crop.png]()

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![mondi_brush_mint-blue-1-hires and Statorfold_transraprentShadow_and_StretchWrap-white Mondi Logo_cut_out_V2_crop.png]()

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### Structurally growing packaging

### markets

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|  | Around 85% of our revenue  is derived from packaging  markets, with the remaining  15% generated from our  uncoated fine paper  offering. Packaging growth  is supported by the  structural drivers of growing  demand for sustainable  solutions and eCommerce.  Demand for packaging is broadly linked  to macroeconomic indicators such  as GDP, consumption trends and  industrial production growth. In the  short term, demand may diverge from  macroeconomic indicators, either  positively or negatively, due to factors  such as inventory level management  (destocking or restocking) or  consumers prioritising the purchase of  goods over services (or services over  goods). These factors can exacerbate  cyclicality of demand.  In addition, market growth is supported  by changing consumer and industry  trends. These trends are providing our  industry with opportunities including  the growing demand for sustainable  solutions and increasing online  purchasing that is driving more demand  for eCommerce packaging solutions,  both of which are outlined in further  detail under 'Packaging growth drivers'.  We anticipate packaging market  growth in the region of 2-4% per  annum through-cycle. Furthermore, we  see opportunities to outperform these  market growth rates by leveraging our  leading market positions, innovation  capabilities and broad product offering  across the Group. |  |
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|  | 2-4%  average packaging market growth  per annum (through-cycle) |  |
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| Packaging growth drivers | | |
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| SchneeAufMoss_Mondi_ProductsInUse_10_2024_Tag27348.jpg |  | 241018_Group Com_eCom Portfolio_ProductsInUse_10_2024_Tag43420_crop.jpg |
| Sustainable solutions |  | eCommerce |
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| Overview  – Demand for renewable and recycled  materials is increasing as consumers  seek products and solutions with  lower carbon emissions and which  contribute to the circular economy.  – Sustainability regulation is rapidly  evolving including both product-  related regulation, such as the  Packaging and Packaging Waste  Regulation, and environmental  regulation, such as the EU Regulation  on Deforestation-free Products.  – There is a growing expectation  among suppliers and customers to  use responsibly sourced materials and  carbon-efficient manufacturing  across their value chains as the  scrutiny of products' sustainability  credentials intensifies. |  | Overview  – eCommerce is increasing its  penetration as digital access and  product availability increase globally.  – Product protection, light-weighting  and an increased use of recycled  content is influencing packaging  choices made by eCommerce  customers.  – We see customers transitioning from  plastic to paper-based eCommerce  packaging providing opportunities  for fibre-based producers with  scale and in-depth experience  to increase market share. |
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| Our opportunity  – Our extensive portfolio positions  us strongly to meet the increasing  demand for sustainable solutions,  including fresh (virgin) and recycled  fibre-based products, flexible  plastic‑based packaging or fibre-  based products that include barrier  coatings. The variety of products  in our portfolio ensures we find the  optimal solution for our customers,  no matter the material used.  – We continue to monitor, engage  and prepare for upcoming regulation  ensuring we are optimally placed to  benefit from the evolving regulatory  landscape by focusing on delivering  circular driven solutions.  – We have a long track record of  reporting and delivering against  our sustainability targets, including  greenhouse gas emission  reductions. This creates an  opportunity to support our  customers' sustainability credentials  with evidence provided in our life  cycle-based product assessments. |  | Our opportunity  – We are strongly positioned to  service our eCommerce customers  with our fully recyclable portfolio  of multi ‑material solutions made of  fresh fibre (virgin) or recycled paper.  – We partner with our customers to  understand their packaging needs  ensuring we provide fit-for-purpose  solutions that are sustainable by  design. Considerations include  product properties such as durability,  barrier protection, quality and  convenience features which are  incorporated into the product design.  – Our broad range of eCommerce  solutions includes our corrugated  boxes and mailers, paper bags and  flexible paper-based mailer bags,  and functional barrier paper solutions.  This offering, together with our  in-depth papermaking expertise  and innovation capabilities, makes  us the ideal supplier to our  eCommerce customers. |

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#### Our business model

### Creating value for all our stakeholders

![]()

![Business model background 110225.png]()

We are a global leader in sustainable packaging and paper,

operating an integrated business across the value chain, producing

innovative solutions for consumer and industrial applications.

We support the

#### circular economy at

#### each stage of our

#### integrated value chain…

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|  | Sustainable by design |  |
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|  | Responsibly  sourced raw  materials |  |
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|  | Efficient  production |  |
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|  | Sustainable  packaging and  paper solutions |  |
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|  |  | Integrated value chain  Page [9](#i550c566f02bd4ff2959ced9ada360fcc_2-0-1-1-664586) -[10](#i8ab45ba1d0b94aeb8ae9df37bcf843a0_3-1-1-3-664593) |

#### Building on

#### the competitive

#### advantages of our

#### three businesses…

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|  | Corrugated Packaging |  |
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|  | Flexible Packaging |  |
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|  | Uncoated Fine Paper |  |
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|  |  | Business unit value chains  Page  [11](#i5ea205a98724483f90a2a76cf5ac789a_58) -[13](#i5ea205a98724483f90a2a76cf5ac789a_64) |

#### To deliver on our

#### purpose and create

sustainable value for

#### our stakeholders.

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|  | Employees  We create an inspiring, inclusive and  safe workplace while investing in the  development of our people to foster  innovation and make Mondi a great  place to work.  Customers  We deliver a broad range of  innovative sustainable packaging  and paper solutions to our  customers, with our continuous  focus on customer centricity.  Suppliers and contractors  We are a reliable and financially stable  business partner. We engage and  collaborate with our suppliers to build  stable relationships that result in  consistent demand, opportunities  for innovation and mutual growth.  Communities  Our local community initiatives  support health, environmental  protection, education, local  enterprise and infrastructure  development. We also generate  energy and provide wastewater  treatment for surrounding  communities.  Investors  We aim to maximise long-term  shareholder value through  sustainable growth and a disciplined  approach to capital allocation.  Partners and industry  associations  Our initiatives find sustainable  solutions to the collective challenges  we face and bring about meaningful  change at scale. |  |
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|  |  | Stakeholder engagement  Page  [50](#i5ea205a98724483f90a2a76cf5ac789a_106) - [51](#i05073fb76a34451a9cd0140cfbb642ce_2-1-1-1-664575) |

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| Responsibly  sourced  raw materials |  | Efficient  production |  | Sustainable  packaging and  paper solutions |
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| What we do |  |  |  |  |
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| – We require materials such as wood,  paper for recycling, chemicals and  resins, access to natural resources  (most notably water), and energy  in our manufacturing processes.  – Wood is the primary raw material  used in our fibre-based solutions,  with more than 90% of our wood  sourced in the countries where our  mills are located. Our European  mills procure wood regionally from  responsible external sources while  our South African mills primarily source  wood from our own sustainably  managed certified plantations. |  | – Our pulp and paper mills produce  pulp, containerboard, kraft paper  and uncoated fine paper. Our key  mills have integrated pulp and paper  processes which provide efficient  and cost-competitive production  as well as energy generation.  – Our converting operations use  containerboard or kraft paper together  with other raw materials to produce a  broad range of innovative corrugated  and flexible packaging products  by leveraging our product expertise  and quality asset base. |  | – We offer our customers a broad and  unique range of packaging and paper  solutions for consumer and industrial  end-uses.  – Our converted corrugated solutions  and flexible packaging products  are predominantly delivered to  customers regionally while our pulp,  containerboard, kraft paper and  uncoated fine paper is sold globally. |
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| 100%  responsibly sourced wood |  | 79%  of energy from renewable sources |  | €7.4 billion  revenue generated |
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| What makes us sustainable by design | |  |  |  |
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| – We support sustainable forestry  management standards and have  a due diligence system in place to  ensure we source wood responsibly.  – We engage with suppliers to promote  greater transparency, mitigate risk  and improve our understanding of  sustainability performance in our  supply chain.  – Our water stewardship and biodiversity  assessments provide insights on our  impact and information for developing  subsequent action plans. |  | – We promote a diverse and inclusive  work culture along with providing  employee training and upskilling  opportunities that drive productivity  and efficiency gains.  – Our focus on safety, with our Social  Psychology of Risk approach, supports  continuous improvement in our safety  performance.  – We engage and support surrounding  communities to understand their  concerns and partner with them to  find solutions for our joint success.  – Our focus on operational excellence  ensures we continue to reduce waste  and air, water and greenhouse gas  emissions in our production processes. |  | – We design products to have a  sustainable end-of-life and ensure  product quality and safety standards  are maintained throughout the  product's life cycle.  – We partner with our customers to  understand their needs, providing an  opportunity to innovate and develop  fit-for-purpose solutions that  contribute to a circular economy.  – Our involvement in cross-value chain  initiatives provides opportunities  to contribute towards developing  industry-wide guidelines for recycling  and design for circularity. |
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| 90%  of water is returned to rivers or  oceans after treatment to meet  regulated quality standards |  | 46%  reduction of specific waste to  landfill from our manufacturing  processes since 2020 |  | 87%  of our packaging and paper  revenue is reusable, recyclable  or compostable |

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#### Our business model

#### continued

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| Our three business units produce a unique range of sustainable products for our global customers,  primarily focused in consumer and industrial markets. Innovating across our two packaging  businesses provides the Group with further opportunities to combine both corrugated and flexible  products to give our customers a broader choice of sustainable packaging solutions. | | | | |
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| 1 Integrated value chain based on  2024  statistics.  2 The Group produces more pulp, containerboard and kraft paper than it consumes. We however procure some of these products externally due to commercial and logistic reasons.  3 Net exposure (calculated as the total volume produced that exceeds the total volume consumed). | | |

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| Corrugated Packaging | | | | | | | |
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| Containerboard3  1.3 mt | | | | Corrugated  solutions  1.9  billion m 2 | | | |

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| Flexible Packaging | | | | | | | | | | | |
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| mondi_icons_cmyk_kraft-paper_purplecircle_v2.svg | | | | mondi_icons_cmyk_paperbag_purplecircle.svg | | | | mondi_icons_cmyk_market-pulp_purplecircle.svg | | | |
| Kraft paper3  0.4 mt | | | | Paper bags  5.6  billion bags | | | | Market pulp3  0.2 mt | | | |
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|  |  | Consumer  flexibles  1.9  billion m 2 | | | | Functional  paper  and films  3.1  billion m2 | | | |  |  |

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| Uncoated Fine Paper | | | | | | | |
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| Uncoated fine  paper  0.9 mt | | | | Market pulp3  0.2 mt | | | |

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|  | Containerboard  2.3 mt | | | | |  |  |  |  |  |  |
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|  | Kraft paper  1.2 mt | | | |  |  |  |  |  |  |  |  |  |
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| Uncoated fine paper  0.9 mt | | | | | |  |  |  |  |
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|  | | | | | mondi_icons_rgb_recycling_mintcircle_.svg | | | |  | mondi_rgb_chemicals_raw_materials.svg | | | | mondi_icons_rgb_pulp_mintcircle.svg | | | | | |
| Wood  15.2 million m 3 | | | | | Paper for recycling  1.3  million tonnes (mt) | | | |  | Other  materials 2 | | | | Resins  and films | | | | | |
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#### Corrugated Packaging

We are a leading producer of

corrugated packaging in Europe with an

integrated and cost-competitive asset

base. We offer our customers a broad

range of solutions, focusing on quality,

reliability and service.

#### Virgin containerboard

Virgin containerboard is made from

fresh fibres and used for applications

requiring strength, moisture resistance,

hygiene and other unique properties.

End-use applications include fresh

fruit packaging as well as transport

packaging for heavy and fragile

goods. In Europe, only around 20%

of containerboard market demand

is for virgin grades.

Mondi is the leading virgin

containerboard producer in Europe.

Around 80% of our containerboard

production is virgin with most of this

produced at our cost competitive

European mills.

We are able to offer our customers

a wide range of high-quality virgin

containerboard grades including

unbleached kraftliner and niche grades

such as white top kraftliner, kraft top

white and semi-chemical fluting.

This portfolio, together with our

expertise across the value chain,

supports our customers to choose

the optimal containerboard solution

to meet their needs.

The majority of our virgin

![]()

![BikeBox_05b+e-shopSupremeBox_01+Coral Tray_Tomaten_halb_offen_mit_Tomaten_HIGH_V2+mondi_brush_orange-yellow-2-hires copy_crop_V2.png]()

containerboard is sold to, and converted

into packaging solutions by our

customers around the globe in the

regions where they operate.

We produce virgin containerboard at

our mills in Świecie (Poland), Kuopio

(Finland), Richards Bay (South Africa)

and Ružomberok (Slovakia).

![BM_Flexible_packaging_collage_V2_recrop.png]()

![BM_Flexible_packaging_collage_V2_recrop.png]()

#### Recycled containerboard

Around 20% of our containerboard

production is recycled with most

produced at our cost-competitive mill

in Świecie ( Poland).

The majority of our recycled

containerboard is integrated, and used

by our corrugated solutions plants

securing supply for our customers.

The capital investment project at Duino

(Italy), which is expected to start up in the

first half of 2025, will increase our recycled

containerboard production and further

integrate our paper supply.

#### Corrugated solutions

We are the leading corrugated solutions

producer in emerging Europe. Our network

of box plants creates fully recyclable,

paper‑based corrugated boxes and

packaging (made from virgin and recycled

containerboard) for our customers’

consumer, eCommerce, transit and

industrial packaging needs in the region.

We focus on innovation and collaboration

with our customers in order to deliver

sustainable solutions that meet their needs,

protect the product inside and provide

added convenience features for the

end consumer.

The acquisition of the Western Europe

Packaging Assets of Schumacher

Packaging is on track to complete in the

first half of 2025. It will add substantial

corrugated converting capacity and

broaden our geographic coverage in

Northern Europe, notably in Germany.

Customers will benefit from an enhanced

offering, including the most comprehensive

product portfolio in the industry.

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80%

#### of our containerboard

#### production is virgin based

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![13]()

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#### Our business model

#### continued

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![]()

#### Flexible Packaging

We primarily produce kraft paper which

is converted into paper bags or used

for specialist consumer or industrial

applications and, in some instances, with

the addition of a coating or a barrier.

Kraft paper, which comprises sack

kraft and speciality kraft, is produced

at our mills in  Štětí (Czech Republic ),

Frantschach  ( Austria ), Dynäs  (Sweden )

and  Ružomberok  (Slovakia).

#### Sack kraft paper and paper bags

We are the global leader in the

production of sack kraft paper and

paper bags. With our high level of

integration, our customers come to

us for scale, security of supply, in‑depth

paper making expertise, quality, reliability

and global reach.

Our European mills produce kraft paper,

of which  around two-thirds is sack kraft

paper, a niche and high-quality product

made from fresh fibres that is strong

and porous and has high elasticity and

high tear resistance. These properties

make it an ideal solution for packaging

which demands strength and durability

such as for cement and other building

materials, as well as animal food, feed

and seed.

Sack kraft paper is a globally traded

![]()

![Advantage Select_cut_out+FunctionalBarrier Paper 95 5_pasta packaging_web_1_cut_out+recycle SpoutedPouch_cut_out+SolmixBag_V2_mondi_brush_violet-1-hires_crop_V2.png]()

product which is converted mostly by

our own paper bag plants located in

close proximity to our customers around

the world. We have a global paper bag

plant footprint, with leading positions in

Europe, North America, the Middle East

and North Africa.

Speciality kraft paper and

#### functional paper solutions

We produce a broad range of speciality

kraft paper that is versatile and strong,

and used in a wide range of end-uses

including paper-based consumer

products, grocery and fashion

bags, pallet wrapping and other

industrial solutions.

The majority of our speciality kraft

paper is converted by our customers

across Europe into specialist packaging

for food or industrial applications.

For some of our paper, we leverage

our extensive coating capabilities and

add barriers to the paper ensuring

it protects the goods inside while

continuing to be recyclable in paper

waste streams.

#### Consumer flexibles

We are a leading producer of high-

quality, flexible plastic-based packaging

for consumer end‑uses. We have

leading positions in food and pet

food applications across Europe, and

extensive customer relationships with

large Fast Moving Consumer Good

(FMCG) companies and major retailers.

#### Market pulp

The majority of Flexible Packaging's market

pulp is produced at the Hinton Pulp mill

(Canada) and sold on the open market.

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60%

#### of Flexible Packaging's

#### revenue is from Kraft Paper

#### and Paper Bags

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| Sack kraft paper  (million tonnes) (2024) |
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![13]()

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![1]()

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#### Uncoated Fine Paper

We produce uncoated fine paper which

is sold predominantly into Europe and

Southern Africa. We also produce and

sell market pulp to customers around

the world. We own and manage forestry

landholdings in South Africa, providing

wood for our own pulp and paper

production in that country.

#### Uncoated fine paper

(

#### Europe

)

We are the second largest uncoated fine

paper producer in  Europe. The majority

of our uncoated fine paper production in

this region is from our integrated mill in

Ružomberok ( Slovakia). As an integrated

producer, we benefit from a lower cost

of production and higher energy self-

generation, which provides cost

competitiveness compared to non-

integrated producers. We have a majority

51% ownership in the mill. We also

produce uncoated fine paper focused on

niche applications at our Neusiedler

operations (Austria).

We remain well placed with our

comprehensive customer offering, scale

and reliability, supported by our

extensive operational capabilities.

![]()

![Uncoated Fine Paper Collage crop.png]()

#### Uncoated fine paper

#### (Southern Africa)

We are the leading uncoated fine paper

producer in the region. We operate one

uncoated fine paper machine at our

Merebank mill (South Africa).

#### Forestry assets

We own and manage forestry landholdings

in South Africa that produce sufficient

wood to meet our own requirements for

pulp production in the country, thereby

ensuring security of supply. We recognise

changes in the fair value of these assets in

the consolidated income statement

through the fair value gain or loss on

forestry assets.

#### Market pulp

The majority of Uncoated Fine Paper's

market pulp is produced at our

Richards Bay mill (South Africa). In

addition to providing pulp for

packaging and paper production

to our South African operations, this

market pulp is sold into both domestic

and export markets.

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#### Our strategy

A

### global leader in sustainable packaging and paper

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |
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|  | Our strategy | |  |  | We drive value accretive growth, sustainably. | | | | | | | | |
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|  | Our strategic  value drivers | |  |  |  | |  |  |  | | | |  |
|  |  | The Mondi Way  Page [1](#i5ea205a98724483f90a2a76cf5ac789a_22) |  |  | Drive performance along  the value chain | |  |  | Invest in quality assets | | | |  |
|  |  |  |  |  | Drive performance along  the value chain to optimise  productivity, enhance efficiency  and prevent waste. | |  |  |  | Invest in quality assets to drive growth,  improve competitiveness, and enhance  sustainability, product quality and  customer service. | | |  |
|  |  |  |  |  |  | Page  [16](#i0d6a43b0847b4669b2a92b5c70723d5a_1-2-1-3-751566) |  |  |  |  |  | Page  [17](#i564bc9c1ca6847db98db4ab28c9d5300_1-2-1-3-751578)-[18](#ic9feaee8bd6a4cd091fe1e076741e93d_1-1-1-1-769721) |  |
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|  |  |  |  |  | Empower our people | |  |  | Partner with customers | | | |  |
|  |  |  |  |  | Create an inspiring, inclusive and safe  workplace that empowers leaders  to take accountability for attracting,  developing, and retaining talent  to foster innovation, growth and  contribute to a better world. | |  |  |  | Innovate in partnership with  our customers to create a unique  range of sustainable packaging  and paper solutions that are fit  for a circular economy. | | |  |
|  |  |  |  |  |  | Page  [19](#ia1d3f3d9e7fd47f88bc49dffcdc2a360_1-2-1-3-750597) |  |  |  |  |  | Page  [20](#i5ea205a98724483f90a2a76cf5ac789a_6768) |  |
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|  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Strategic  enablers | |  |  | Market leadership positions | |  |  | Structurally growing markets | | | |  |
|  |  |  |  | Our businesses  Page  [4](#i5ea205a98724483f90a2a76cf5ac789a_31) |  |  |  | Market context  Page  [6](#i5ea205a98724483f90a2a76cf5ac789a_34)-[7](#i5ea205a98724483f90a2a76cf5ac789a_46) |  |  |  |
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|  |  |  | Integrated business model | |  |  | Well-located, high-quality assets | | | |  |
|  |  |  |  | Business model  Page  [8](#i5ea205a98724483f90a2a76cf5ac789a_49)-[13](#ic0d066ddb6024d09a92c9a21dc043b27_1769) |  |  |  | Where we operate  Page  [5](#i5ea205a98724483f90a2a76cf5ac789a_37) |  |  |  |
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|  |  |  | Robust financial position | |  |  | Entrepreneurial culture | | | |  |
|  |  |  |  | Financial review  Page  [26](#i5ea205a98724483f90a2a76cf5ac789a_100)-[29](#ie69b3723affb40af905ab6da76e1e79d_5184) |  |  |  | Created by Empowered People  Page  [37](#i5ea205a98724483f90a2a76cf5ac789a_124)-[40](#i3ada7bc826a34e96b5399c011b0326f6_2-1-1-1-705595) | |  |  |
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|  | Our delivery  frameworks | | |  | Disciplined capital allocation policy  Our strong financial position and investment  grade rating enables us to invest through the  cycle and take advantage of opportunities. | |  |  | Mondi Action Plan 2030  MAP2030 is our sustainability framework  for circular driven solutions, created by  empowered people, taking action on climate. | | | | |
|  |  |  | Page  [18](#ic9feaee8bd6a4cd091fe1e076741e93d_1-1-1-1-769721) |  |  |  | Page  [30](#i5ea205a98724483f90a2a76cf5ac789a_112)-[49](#i81083998d04243ddb7be20cf0507ead0_147244) |  |  |  |
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|  | Key performance  indicators | |  |  | – Underlying EBITDA\*  – Return on capital employed (ROCE)\*  – Investment grade credit rating  – Total shareholder return (TSR)\* | |  |  | – Scope 1 and 2 GHG emissions\*  – Waste to landfill\*  – Reusable, recyclable or compostable  products  – Total Recordable Case Rate (TRCR)\* | | | | |
|  |  | Key performance indicators  Page  [22](#i5ea205a98724483f90a2a76cf5ac789a_73)-[23](#i21e199fde6be47e5b0bf2a509c7aac23_7-4-1-1-577759) | |  |  |  |
|  |  | Remuneration report  Page  [111](#i5ea205a98724483f90a2a76cf5ac789a_220)-[135](#i7f4f0126a10748868b0eba39caa0c2d2_3092) |  |  |  |  |  |  |
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| \* Links to remuneration. See the Remuneration report on pages [111](#i5ea205a98724483f90a2a76cf5ac789a_220)-[135](#i7f4f0126a10748868b0eba39caa0c2d2_3092). | | | | | | | | | | | | | |

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![Strategy drivers graphic_3_crop.svg]()

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| Mondi Group  Integrated report and financial statements 2024 |  |  |  |  |

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|  |  |  |

#### Chief Executive Officer's strategic review

### Strong platform for growth

|  |  |
| --- | --- |
|  |  |
| mondi_brush_orange-yellow-cerise-1-hires_Mondi-Andrew King-Zsolt Marton-Print-15_cut_out_V2_retouched_crop.png | Quotemark_BLUE.svg  The demand for sustainable products is  providing many opportunities for Mondi  and is a key driver of our growth. Our  investments over the last few years,  enhancing our unique packaging and paper  platform and product offering for our  customers, will support this growth.  Andrew King  Group CEO |
|  |

#### Group performance review

Mondi demonstrated resilience during the

year delivering an underlying EBITDA of

€1,049 million, achieved against a backdrop

of softness in demand and a challenging

pricing environment. This performance

highlights the strength of our cost-

competitive, strategically located integrated

assets and our great people. Furthermore,

our ability to adapt with agility and flexibility

to market uncertainties, combined with our

unwavering focus on product quality,

reliability and innovation in offering a

diverse portfolio of sustainable packaging

and paper solutions, has been central to

delivering value to our stakeholders.

2024 started with some encouraging signs of

recovery, with restocking and price increases

across all our paper grades combined with

lower input costs. As the year progressed

the market recovery faltered with many of

our markets experiencing a lacklustre

demand environment resulting in prices first

stabilising and then declining into the end of

the year.

Underlying EBITDA of €1,049 million was

13% below last year primarily due to the

significantly lower forestry fair value gain in

2024 of €7 million and a €32 million one-

off currency loss recognised in the first half

of 2024 from the devaluation of the

Egyptian pound (2023: €1,201 million,

forestry fair value gain of €128 million).

Volume growth and lower wood, energy

and chemical costs offset lower average

prices and inflationary increases in

operating costs.

Corrugated Packaging delivered an

improved performance in the second half

of the year when compared to the first half

of the year. Margin expansion and an

improvement in underlying EBITDA in the

second half were driven by higher average

selling prices which more than offset lower

volumes as a result of a higher number of

scheduled mill maintenance shuts

compared to the first half. Excluding the

one-off currency loss in the first half,

Flexible Packaging's underlying EBITDA

was down in the second half as higher

average selling prices through the second

half were offset by lower volumes and

higher fixed costs from scheduled mill

maintenance shuts. After a strong start to

the year, Uncoated Fine Paper had a

weaker second half of the year due to a

forestry fair value loss, lower prices and

scheduled mill maintenance shut impacts.

Basic underlying earnings per share were

82.7 euro cents (2023: 107.8 euro cents)

reflecting lower profitability.

Special item pre-tax charges in the year

were €150 million which included €110

million of closure costs at the Stambolijski

kraft paper mill in Bulgaria.

Over the last three years Mondi has

undertaken a meaningful capital expenditure

programme across both corrugated and

flexible packaging mills and converting plants

investing €1.2 billion in total to expand

capacity, increase cost competitiveness and

improve our environmental footprint. By the

end of 2024 80% of the investment had

been completed – on time and within

budget. Five of the major capacity expansion

projects, including the new paper machine at

Štětí (Czech Republic) which commenced

operations in December 2024, are now

operational. Duino (Italy) remains on track to

complete in the first half of 2025. Our focus

turns to executing our operational and

commercial strategy ensuring all these

projects ramp up capacity efficiently to

maximise value from our investments and

deliver mid-teen returns through cycle.

Return on capital employed was 9.6%

(2023: 12.8%), reflecting the ongoing

challenging trading conditions, the

significantly lower forestry fair value gain

and a one-off currency loss from the

devaluation of the Egyptian pound.

Maintaining a strong and flexible balance

sheet, reflected in an investment grade credit

rating, coupled with strong cash generation,

enables the Group to continue investing

through the cycle alongside paying dividends

to shareholders. Cash generated from

operations was €970 million, a reduction on

the prior year (2023: €1,312 million) due to

working capital movements. Net debt to

underlying EBITDA at 31 December 2024

was 1.7 times (31 December 2023: 0.3

times) as the business continued to invest

in its meaningful capital expenditure

programme. We are on track to complete

the acquisition of the Western Europe

Packaging Assets of Schumacher

Packaging, for an enterprise value of €634

million, in the first half of 2025, which will

increase leverage in the short term.

The Board has recommended paying a

total ordinary dividend for 2024 in line with

last year, at 70.0 euro cents per share,

reflecting our continued confidence in the

future of our business.

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|  |  |  |

#### Chief Executive Officer's strategic review

#### continued

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|  |  |  |  |  |  |  |
|  |  |  |  |  |  | _MG_2756_edit_crop.jpg |
|  |  | Drive performance along  the value chain | | | |
|  | Drive performance along the value chain to optimise  productivity, enhance efficiency and prevent waste. | | | | |
|  | Key achievements in 2024  – Delivered improvements across the  value chain, including procurement  synergies to reduce input costs,  increase energy efficiency and  further enhance product quality  – Decreased our waste to landfill per  tonne of production by 4% which,  when compared to the 2020  baseline, is a reduction of 46% | |  |  | Relevant KPIs  – Underlying EBITDA  – Return on capital  employed (ROCE)  – Total shareholder return  (TSR)  – Waste to landfill |
|  |  |  |  |

By implementing continuous improvement

initiatives to optimise productivity, enhance

our efficiency and eliminate waste across

our operations, we gain considerable

competitive advantage.

During 2024 we delivered improvements

across the value chain to reduce input

costs, largely from procurement initiatives,

increase energy efficiency and further

enhance product quality. The completion of

a number of significant capital expenditure

projects during the year will further improve

productivity and efficiency.

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|  |  |  |  |  |
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|  | Sustainable by design: Protective Mailer | |  |  |
|  | Innovating with purpose | |  |  |
|  | An innovative paper-padded envelope for eCommerce shipments, replacing plastic  bubble wrap padding with a shock-absorbent, fully paper-based, protective padding that  is designed for the circular economy and recyclable in all markets. Due to the lightweight  lining, the package is lighter than equivalent-sized cardboard boxes and easy to fill  without wasted space due to its flexibility. | | | |
|  |  | Read more about our products  www.mondigroup.com/products-and-solutions/explore-solutions/ |  |  |

![]()

![Mondi_ProtektivMailer_380_ret_cut_out and mondi_brush_orange-yellow-1-hires_crop_V3.png]()

Our focus on minimising the environmental

impacts of our operations is demonstrated

by our target to reduce waste to landfill per

tonne of production by 30% by 2030,

against a 2020 baseline. In 2024 we

decreased our waste to landfill per tonne of

production by 4% which, when compared

to the 2020 baseline, is a reduction of 46%.

We undertake projects to keep materials in

circulation by recycling and reusing waste

as secondary raw materials with this year's

improvement mainly from our mills in

Richards Bay (South Africa), Kuopio

(Finland) and Dynäs (Sweden).

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|  |  | Invest in quality assets | | | |
|  | Invest in quality assets to drive growth, improve  competitiveness, and enhance sustainability,  product quality and customer service. | | | | |
|  | Key achievements in  2024  – Completion of new kraft paper  machine at Štětí (Czech Republic);  major mill modernisations in Świecie  (Poland) and Kuopio (Finland);  expansions of box plants in Warsaw  and Simet (both Poland)  – Reduced Scope 1 and 2 greenhouse  gas emissions by 11%  – Agreement to acquire the Western  Europe Packaging Assets of  Schumacher Packaging | |  |  | Relevant KPIs  – Underlying EBITDA  – Return on capital  employed (ROCE)  – Investment grade  credit rating  – Total shareholder  return (TSR)  – Scope 1 and 2 GHG  emissions |
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We invest in quality assets through the

cycle. Our investments ensure we have

capacity in structurally growing markets

and a broad range of products to meet the

increasing demand for sustainable

packaging from our customers.

Over the last three years we have invested

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| Sustainable by design: Snug&Strong | |  |
| Replacing EPS in white goods packaging | |  |
| Snug&Strong is a recyclable corrugated solution that can ease supply chain complexity  and improve packaging processes. It is custom-fit, 100% paper-based industrial packaging  to replace expanded polystyrene (EPS) for high protection white goods and electronic  equipment. Snug&Strong is delivered flat, saving space and money for storage and  transportation. | |  |
|  | Read more about our products  www.mondigroup.com/products-and-solutions/explore-solutions/ |  |
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€1.2 billion to increase capacity in both

Corrugated Packaging and Flexible

Packaging. When fully ramped up, these

projects will add more than 500,000 tonnes

of additional virgin and recycled

containerboard capacity (Świecie, Kuopio

and Duino) and 210,000 tonnes of kraft

paper capacity (Štětí). We also expanded

our converting capacity, primarily through

major box plant expansions at Warsaw and

Simet (both Poland) and projects across

Flexible Packaging. These include

expanding our market-leading pet food

packaging converting capability and a new

extrusion line at Mondi Coating Štětí

(Czech Republic) to support the growth of

food and non-food contact packaging.

With this investment and build phase

largely complete, we are now focused on

executing our operational and commercial

strategy to ensure these capacity

expansion projects ramp up efficiently to

maximise value from our investments and

deliver mid-teen returns through cycle.

We also invest in our mills and plants to

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drive operating efficiency, increase energy

self-sufficiency, reduce environmental

impacts and maintain a competitive

advantage. In 2024 we continued to make

progress towards reducing our greenhouse

gas emissions. Compared to our target of a

46% reduction in Scope 1 and 2 emissions

by 2030 against our 2019 baseline, we

achieved an 11% reduction compared to

2023 which, when compared to our 2019

baseline, is a reduction of 31%. Contributing

to this is our continued focus on switching

fuel mix towards renewable energy,

including using biomass-based energy in

our mills. In 2024, 79% of our energy was

from renewables (2023: 75%). Further

reductions will follow at our Richards Bay

mill (South Africa), where we are replacing

the coal-fired boilers with a biomass boiler,

removing our reliance on externally

procured energy, and at our Dynäs mill

(Sweden), where we are replacing our

existing boiler with a new energy-efficient

boiler. These energy investments reduce

both costs and emissions, enabling us to

offer our customers products with a lower

carbon footprint, supporting their

sustainability journey.

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#### Chief Executive Officer's strategic review

#### continued

In February 2024 we completed the

acquisition of the Hinton Pulp mill (Canada)

and have made good progress developing

team excellence and improving its

productivity, sustainability performance and

quality parameters for high-quality pulp

suitable for kraft paper. Feasibility studies

for a new sack kraft paper machine at the

mill are ongoing in line with our intention to

fully integrate our American paper bags

business.

In October 2024 we reached an agreement

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|  | Returns focused capital allocation | | |  |
|  | Our disciplined capital allocation policy  gives us the flexibility to invest through  the economic cycle to drive long-term  growth and to deliver attractive returns,  while supporting the ordinary dividend.  Cash generated from operations was  €970 million in 2024 and we ended the  year in a robust financial position  demonstrated by a leverage ratio of 1.7  times net debt to underlying EBITDA.  While 2024 was another year of  navigating challenging markets, the  Board has recommended a full year  ordinary dividend of 70.0 euro cents  per share reflecting its continued  confidence in the future of the  business.  Following the sale of the Group’s  Russian assets at the end of 2023, and  on obtaining shareholder approval,  Mondi returned the net proceeds  received of €769 million to  shareholders as a €1.60 per share  special dividend in February 2024. The  special dividend was accompanied by a  share consolidation, whereby  shareholders received 10 new ordinary  shares for every 11 existing ordinary  shares held. |  | Mondi sees excellent growth and return  opportunities from investing in its  packaging verticals of Corrugated  Packaging and Flexible Packaging  through both organic growth and  acquisitions, while continuing to  optimise its well-located and  competitive Uncoated Fine Paper  operations. Geographically, the focus  for growth in Corrugated Packaging is  in leveraging our leading positions and  vertical integration strengths in Europe  and adjacent markets. In Flexible  Packaging we will continue to seek  opportunities to develop our leading  global franchise in kraft paper and  paper bags, while focusing our  consumer flexibles business on serving  the more developed markets of Europe  and North America. |  |
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to acquire the Western Europe Packaging

Assets of Schumacher Packaging for an

enterprise value of €634 million. The

acquisition, due to complete in the first half

of 2025, complements Mondi’s Corrugated

Packaging operations in Europe. It includes

two state-of-the-art mega-box plants in

Germany and secures significant capacity

for Mondi to continue to meet growing

demand for sustainable packaging,

particularly in eCommerce markets.

We continue to look at further

opportunities for organic and inorganic

growth investment across our packaging

portfolio and to improve operating

efficiency across all our operations to

ensure we are well positioned to benefit

from structural growth in our markets and

meet the demands of our customers for

sustainable packaging and paper.

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|  |  | Empower our people | | | |
|  | Create an inspiring, inclusive and safe workplace  that empowers leaders to take accountability for  attracting, developing, and retaining talent to foster  innovation, growth and contribute to a better world. | | | | |
|  | Key achievements in  2024  – Maintained high levels of  engagement with colleagues and  took action based on their opinions  and feedback  – Undertook a pulse survey  on speaking up with 78%  participation rate  – Continued to be recognised  as a leader in safety in our industry  with a TRCR of 0.68 | |  |  | Relevant KPIs  – Underlying EBITDA  – Total shareholder  return (TSR)  – Total Recordable  Case Rate (TRCR) |
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We are focused on creating an inspiring,

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| Sustainable by design: Paper bag without free film | |  |
| Shaping a more sustainable construction industry | |  |
| An innovative solution in industrial packaging, designed to protect filling goods like building  materials, chemicals and feeds. It significantly reduces the plastic content by replacing the  free film layer with a coated barrier paper. The bag is certified recyclable based on tests  conducted in Mondi’s recycling laboratory in Frantschach (Austria) according to Cepi's v.2  test method and 4evergreen’s fibre-based packaging recyclability evaluation protocol and  scored 19 out of 20 points in the certification of Interseroh. | |  |
|  | Read more about our products  www.mondigroup.com/products-and-solutions/explore-solutions/ | |
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inclusive and safe workplace that

empowers our teams and enables leaders

to take accountability for attracting,

developing, and retaining talent to foster

innovation and growth. We engage with

colleagues throughout Mondi and take

action based on their opinions and

feedback. Over the past year, we

implemented local actions across the

Group to address points raised in the 2023

Employee Survey. On a Group level we

have been looking at how we can promote

psychological safety and reinforce a culture

of listening and caring. As part of this, we

conducted a pulse survey on speaking up

in 2024, which had a 78% participation rate.

This high level of engagement provides us

with a representative sample and enables

us to take meaningful action across the

organisation.

We are committed to inspiring colleagues

across Mondi to become lifelong learners,

encouraging everyone to take

accountability for their own development.

We want to equip our colleagues with the

knowledge, skills, behaviours and attitudes

that will enable both business success

and personal growth. To ensure we

meet individual needs, we are intensifying

our efforts to differentiate our learning

offerings so that people attend the right

course at the right time in their

development journey.

Ensuring the safety of our colleagues

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![IntegoBag_PaperBag_nofreefilm_shadow_new+mondi_brush_mint-blue-2-hires_crop_V2.png]()

remains our top priority and although we

saw a slight increase in our Total

Recordable Case Rate (TRCR) this year to

0.68 (2023: 0.64) we are still recognised as

a leader in our industry. We did however

regrettably experience a fatality of an

employee at our Merebank mill (South

Africa), and three people suffered serious

finger injuries at our other operations. We

are resolute in our commitment to

investigating every incident thoroughly.

Procedures and practices are rigorously

revised to prevent any recurrence and

ensure everyone returns home safely at the

end of each day. In 2024, colleagues and

contractors across Mondi completed

566,333 hours of training (2023: 502,916), of

which 39% were dedicated to safety.

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#### Chief Executive Officer's strategic review

#### continued

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|  |  | Partner with customers | | | |
|  | Innovate in partnership with our customers to create  a unique range of sustainable packaging and paper  solutions that are fit for a circular economy. | | | | |
|  | Key achievements in  2024  – Increased the proportion of  our products that are reusable,  recyclable or compostable to  87% of revenue  – 1,776 product impact assessments  completed for our customers  enabling them to manage their  Scope 3 emissions  – Provided our customers with high-  quality packaging and paper solutions  that comply with all relevant health  and safety requirements | |  |  | Relevant KPIs  – Underlying EBITDA  – Return on capital  employed (ROCE)  – Total shareholder  return (TSR)  – Reusable, recyclable or  compostable products |
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|  | Sustainable by design: Eco-Cage | |
|  | A fresh, sustainable way to package fruit | |
|  | Eco-Cage is a basket made of corrugated packaging, designed to reduce plastic waste  and enhance fruit freshness through ventilation holes. Its lightweight yet strong design  ensures durability, making it an ideal choice for supermarkets, farmers' markets and  homes. A significant advantage of Eco-Cage is its flat transport capability, allowing for  over 2,000 baskets per pallet. The carrying handle is reinforced with tape to ensure  sufficient load capacity. | |
|  |  | Read more about our products  www.mondigroup.com/products-and-solutions/explore-solutions/ |
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We believe that the global transition to

sustainable packaging offers an important

growth opportunity for Mondi. We innovate

in partnership with our customers to create

a unique range of fibre and high-end

sustainable plastic packaging products that

are fit for a future circular economy and

support our customers’ sustainability

journeys.

Complementing our corrugated solutions

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‘Think Box’ innovation hubs, we recently

opened ‘FlexStudios’ at Steinfeld

(Germany) to help us co-create with our

customers a range of new flexible

packaging solutions. Working in

collaboration with Amazon, we launched a

fully recyclable, paper-based padded mailer

this year and, reflecting the strength of our

innovative ideas and technologies, we

received ten 2025 WorldStar Packaging

Awards.

We are focused on providing our

customers with sustainable low-carbon

packaging solutions that support their

climate targets and keep materials in

circulation. In Europe, our growth plans are

supported by legislation that is increasingly

driving the move towards more sustainable

packaging products, including the

Packaging and Packaging Waste

Regulation. We continue to improve our

data collection and analytics capabilities to

enable us to support our customers with

product-related data to manage their

Scope 3 emissions, as well as maintaining

traceability of our fibre sources.

We have increased the proportion of

Mondi revenue from reusable, recyclable or

compostable products to 87%  (2023:  85% ).

In 2021, as part of MAP2030, we set a

target of 100% of packaging and paper

revenue to be reusable, recyclable or

compostable by 2025. Corrugated

Packaging and Uncoated Fine Paper are

fully recyclable so our focus is on Flexible

Packaging where we are making good

progress. In 2024, we had a sustainable

alternative in place, or identified and in

development, for  97%  of our Flexible

Packaging revenue. With customer

adoption rates slower than expected due

to a number of factors including the weak

macroeconomic environment, we recognise

that achieving 100% in the coming year is

unlikely. As we reach the midpoint of

MAP2030 and with the expansion of our

global footprint, we will be reviewing, and

where relevant, updating our MAP2030

targets.

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#### Reasons to invest

### Mondi is a returns-focused, cash generative business

### delivering through-cycle value accretive growth

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|  | A market leader in sustainable packaging  and paper  Mondi  is a leading producer of corrugated packaging in  Europe, a global leader in the production of kraft paper  and paper bags and a regional leader in uncoated  fine paper. |  |  |  | Robust financial position  We have strong cash generation through-cycle and a  robust balance sheet with an investment grade credit  rating that provide strategic flexibility. |  |
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|  | Broad product range drives innovation  and strengthens long-term customer  relationships  We can offer our customers a choice including paper  and high-quality plastic-based solutions and, in some  instances, with the addition of a coating or a barrier. |  |  |  | Investment through-cycle for value  accretive organic growth  Mondi  invests to deliver value for all stakeholders  whether through new capacity expansion projects  or to improve productivity and operational excellence. |  |
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|  | Structurally growing markets  underpinned by increasing demand for  sustainable packaging  Mondi is operationally focused in long-term structurally  growing markets driven by consumption and industrial  production growth, underpinned by increasing demand  for eCommerce and sustainable packaging. |  |  |  | Disciplined capital allocation strategy  focused on returns  The Group has a balanced strategy of investing in both  organic and inorganic growth opportunities alongside  returning capital to shareholders. |  |
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|  | Competitive advantage and resilience  from quality asset base and integrated  business model  We operate high-quality, integrated assets which  are well invested with close proximity to low-cost  sustainable fibre which delivers significant cost  advantages and reduced volatility. |  |  |  | Sustainability at our core  Mondi  is ‘Sustainable by Design’ and a recognised  leader in sustainability. The  MAP2030 framework is  focused on contributing to a better world by making  circular driven solutions, created by empowered people,  taking action on climate supported by responsible  business practices. |  |
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#### Key performance indicators

### Tracking our performance

#### Our



#### key performance indicators (KPIs)

 provide a broad measure of the

#### Group’s

#### performance

against our strategic objectives. We set individual targets for each of our business units in

#### support of these

#### Group

#### KPIs.

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| Underlying EBITDA  (€ million) |  | Why this is a KPI  Underlying EBITDA provides a measure  of the cash-generating ability of the Group  that is comparable from year to year.  Tracking our cash generation is one of the  components we measure when we assess  our value creation through the cycle. |  | 2024  performance  Underlying EBITDA of €1,049 million was 13%  below last year primarily due to the  significantly lower forestry fair value gain in  2024 of €7 million and a €32 million one-off  currency loss recognised in the first half of  2024 from the devaluation of the Egyptian  pound (2023: €1,201 million, forestry fair value  gain of €128 million).  Link to strategy |
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| Return on capital employed (ROCE)  % (12-month trailing) |  | Why this is a KPI  ROCE provides a measure of the efficient  and effective use of capital in our operations. |  | 2024  performance  The Group ROCE of 9.6% reflected the  ongoing difficult trading conditions, the  significantly lower forestry fair value gain and  the devaluation of the Egyptian pound.  Link to strategy |
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| Investment grade credit rating  (at 31 December 2024) |  | Why this is a KPI  We aim to maintain an investment grade  credit rating to ensure we have access to  funding for value accretive investment  opportunities through the business cycle. |  | 2024  performance  The Group maintains its investment grade  credit rating and has an A- (stable outlook)  credit rating from Standard & Poor’s and a  Baa1 (stable outlook) credit rating from  Moody’s.  Link to strategy |
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| Total shareholder return (TSR)  (%) |  | Why this is a KPI  TSR provides a market-related measure  of the Group’s progress against our  objective of delivering long-term value  for our shareholders.  TSR measures the total return to Mondi’s  shareholders, including both share price  movement and dividends paid. |  | 2024  performance  Although the share price decreased during the  year, the Group paid a €1.60 special dividend  per share to shareholders in February 2024  and recommended a total ordinary dividend  per share for the year of 70.0  euro cents,  in line with last year.  Link to strategy |

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| A1 | A2 | A3 | Baa1 | Baa2 | Baa3 |

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#### Aligning KPIs to remuneration

Our executive directors are assessed against specific

performance targets. For the LTIP, these performance

measures, assessed over a three-year period, are ROCE

and TSR (and basic underlying earnings per share from

the performance period ending in 2025).

For the Group  annual bonus, in which more than 3,000 employees

participate (including the Group CEO and Group CFO), performance is

assessed against ROCE, underlying EBITDA, sustainability metrics

(safety, GHG emissions and waste to landfill) and personal objectives.

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| Scope 1 and 2 GHG emissions  (million tonnes CO 2 e) |  | Why this is a KPI  Our focus is to reduce our GHG emissions  to address climate-related impacts and secure  the long-term success of our business. We  have a target to reduce our Scope 1 and 2  GHG emissions by 46% by 2030 from a  2019 baseline. |  | 2024  performance  We have reduced our absolute Scope 1 and 2  GHG emissions by 31% compared to our  2019 baseline and remain on track to meet  our targets. Our GHG emission intensity was  also lower at 0.36 tonnes CO2e per tonne of  saleable production.  Link to strategy |
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| Waste to landfill  (thousand tonnes) |  | Why this is a KPI  Our goal is to keep materials in circulation.  We are focused on reducing our waste  and reusing or recycling unavoidable waste  generated in our production processes  instead of disposing of it to landfill.  Our target is to reduce waste to landfill  per tonne of production by 30% by 2030,  against a 2020 baseline. |  | 2024  performance  We continue to reduce our specific waste to  landfill, delivering a 46% reduction compared  to our 2020 baseline.  Link to strategy |
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| Reusable, recyclable or compostable  products  (% of Group revenue) |  | Why this is a KPI  The demand for sustainable packaging  continues to rise, with brands and consumers  looking for solutions to help meet their  sustainability pledges and support the  transition to a circular economy. We have  a target to make 100% of our packaging  and paper solutions reusable, recyclable  or compostable by 2025. |  | 2024  performance  We continue to make progress on our  ambitious target. In 2024,  87% of our revenue  was from products that were reusable,  recyclable or compostable, up from  74%  in 2020, our baseline year for this target.  Link to strategy |
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| Total Recordable Case Rate (TRCR)  (per 200,000 hours worked) |  | Why this is a KPI  Keeping people safe and healthy is a moral  and business imperative that applies to all who  work for and on behalf of Mondi . Our Social  Psychology of Risk approach supports our  goal of sending everybody home safely,  every day. Our Total Recordable Case Rate  target is a 15% reduction by 2030 against a  2020 baseline. |  | 2024  performance  Our Total Recordable Case Rate performance  of 0.68 is a 2% increase on our 2020 baseline.  In addition, we deeply regret the fatality at our  Merebank mill (South Africa) and three life-  altering injuries at other operations in the year.  Link to strategy |

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(tonnes CO2e per tonne of saleable production)

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#### Business unit trading review

### 2024 performance

### Corrugated Packaging

Corrugated Packaging delivered an improved performance

compared to 2023 with underlying EBITDA of €328 million and

margin of 14.6% (2023: €310 million, 13.6%). The business exhibited

good cost control, achieving a reduction in input costs which more

than offset inflationary cost pressures. Performance in the second

half of the year was stronger when compared to the first half

mainly due to higher average selling prices.

In Containerboard, our sales volumes were broadly flat compared

to the prior year as the business continued to deliver its broad

range of high-quality paper grades to customers. We achieved

selling price increases through the year before some modest

reductions during the last quarter resulting in broadly similar

average selling prices for the year compared to the prior year. We

are currently implementing containerboard price increases.

In Corrugated Solutions, box volumes were broadly flat but

improved over the year, with higher volumes in the second half

compared to the first half supported by the growing demand for

sustainable packaging solutions used in eCommerce and other

consumer end-use applications.

The majority of our major capacity expansion projects have started

up and are ramping up capacity. In Containerboard, this includes

the €125 million modernisation investment at our Kuopio mill

(Finland) which is increasing semi-chemical fluting capacity by

55,000 tonnes while enhancing efficiency and improving

environmental performance at the mill. In addition, our €95 million

debottlenecking project at Świecie mill (Poland) is increasing

kraftliner capacity by 55,000 tonnes. In Corrugated Solutions,

completed investments include our Warsaw and Simet plant

expansions in Poland, transforming these sites into state-of-the-

art corrugated packaging facilities tailored to serve the specialised

needs of our customers in Poland and beyond.

We continue to make good progress with our €200 million

investment at our Duino mill (Italy) to convert the existing paper

machine into a high-quality, cost-competitive recycled

containerboard machine with an annual capacity of 420,000

tonnes. Start-up of the machine is expected in the first half of

2025.

![]()

This section includes Alternative Performance Measures which are defined on pages [216](#i5ea205a98724483f90a2a76cf5ac789a_538)-[218](#iae70ff6754a94d0b806b3f87f5daf61b_95-0-1-1-577759).

### Flexible Packaging

Flexible Packaging's underlying EBITDA was €558 million for the

year with margin of 14.1% (2023: €637 million, 16.5%) as higher

sales volumes and reduced input costs were offset by lower

average selling prices and inflationary cost pressures. A €32 million

one-off currency loss from the devaluation of the Egyptian pound,

as previously reported, was also recognised in the first half of the

year. Excluding this one-off loss, Flexible Packaging's underlying

EBITDA was down in the second half as higher average selling

prices through the second half were offset by lower volumes and

higher fixed costs from scheduled mill maintenance shuts.

In Kraft Paper, improvements in market demand, supported by the

drive for more sustainable solutions, led to higher sales volumes

compared to 2023. While kraft paper selling prices increased

during the first half and into the second half of the year, average

prices for the year remained below the prior year's averages. In

2025, kraft paper has seen some early signs of improving demand

with order books tightening, supporting price increase

announcements.

Paper Bags increased sales volumes by 3% compared to the prior

year. This was supported by the growing demand for traditional

building material and cement applications across our main

emerging markets served, as well as increasing demand for

eCommerce solutions as our customers transition from plastic

mailers to our paper-based MailerBAGs. Input costs were lower

compared to the prior year primarily due to lower average kraft

paper prices. This mitigated the impact of lower paper bag selling

prices.

Consumer Flexibles and Functional Paper and Films delivered

resilient performances with good margins and higher sales volumes

compared to 2023, continuing to provide customers with

innovative and sustainable packaging solutions.

During the year, we made good progress on our major capacity

expansion projects. Our €400 million investment in a new 210,000

tonne per annum kraft paper machine and pulp mill upgrade at our

Štětí mill (Czech Republic) commenced operations in December

2024. We also have a number of investments across our

converting plant network including expanding and upgrading the

global reach of our paper bag network, starting up a new extrusion

line at Štětí and investments to consolidate our leading position in

European pet food packaging.

In February 2024 we completed the acquisition of the Hinton Pulp

mill (Canada) and have made good progress developing team

excellence and improving its productivity, sustainability

performance and quality parameters for high-quality pulp suitable

for kraft paper. Feasibility studies for a new sack kraft paper

machine at the mill are ongoing in line with our intention to fully

integrate our American paper bags business.

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|  | Underlying EBITDA by business unit  (€ million) | | |  |
|  |  |  |  |  |
|  | Product examples that are sustainable by design | | |  |
|  |  |  |  |  |
|  |  |  |  |  |
|  | Mix-Berry  Fully recyclable and paper based | | |  |
|  | Designed to safely transport  groceries, especially berries,  while extending shelf life.  The packaging features  a pick-up-and-go handle  and can be transported flat  to support stacking tabs  and optimise logistics. |  |  |  |
|  |  |  |  |  |
|  |  |  |  |  |
|  | Re/cycle FunctionalBarrier Paper 95/5  Built for strength | | |  |
|  | Our range of barrier papers  with the highest and strongest  mechanical properties – the  perfect packaging solution  that offers high strength  without compromising  on sustainability. |  |  |  |
|  |  |  |  |  |
|  |  |  |  |  |
|  | PERGRAPHICA®  Sustainably produced paper | | |  |
|  | Full-spectrum premium  printing papers for creative  communications, design,  publishing and luxury  packaging. |  |  |  |
|  |  |  |  |  |

### Uncoated Fine Paper

In Uncoated Fine Paper, underlying EBITDA of €198 million and

margin of 15.0% were below last year due to the significantly lower

forestry fair value gain in 2024 of €7 million (2023: Underlying

EBITDA of €289 million, margin of 22.4% and forestry fair value

gain of €128 million). Excluding the impact of the significantly

lower forestry fair value gain, the business delivered an improved

performance when compared to the prior year driven by higher

sales volumes and reduced input costs despite lower average

selling prices.

In Europe, sales volume increases were supported by a recovery in

![]()

![Mondi_Mixberry_transparentShadow (1)+mondi_brush_orange-yellow-1-hires_crop_V2.png]()

market demand during the year, market share gains and restocking

effects in the first half of the year which abated in the second half.

In South Africa, sales volumes were modestly down on the prior

year due to weaker domestic demand.

Uncoated fine paper selling prices increased in the first half of the

year however these largely reversed in the second half and ended

the year below 2024 average prices.

Average market pulp prices were higher than the prior year. These

increased sharply during the first half of the year before decreasing

over the course of the second half, ending the year below average

2024 price levels.

The forestry fair value gain of €7 million in the year (2023:

€128 million) comprised a €49 million gain in the first half which

largely reversed in the second half (loss of €42 million) as a result

of wood price decreases in South Africa.

![]()

![recycle FunctionalBarrier Paper 95,5_shadow+mondi_brush_blue-violet-1-hires_crop.png]()

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|  | Read more about our products  www.mondigroup.com/products-  and-solutions/ |

![]()

![mondi_brush_blue-2-hires+PERGRAPHICA_Smooth_3D_LIEGEND_RGB_shadow_crop.png]()

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|  |  |  |

#### Financial review

### Disciplined capital allocation

|  |
| --- |
|  |
| mondi_brush_orange-yellow-cerise-1-hires+M POWELL 0030_cut_out_crop.png |
|  |
| Mike Powell  Group  CFO |
|  |
|  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Financial performance | | |
| € million, except where noted | 2024 | 2023 |
| Group revenue | 7,416 | 7,330 |
| Underlying EBITDA | 1,049 | 1,201 |
| Underlying EBITDA margin (%) | 14.1% | 16.4% |
| Depreciation, amortisation and impairments (underlying) | (443) | (411) |
| Underlying operating profit | 606 | 790 |
| Special items (pre-tax) | (150) | (27) |
| Operating profit | 456 | 763 |
|  |  |  |
| Underlying operating profit | 606 | 790 |
| Net loss from joint ventures | (3) | (5) |
| Impairment of investments in joint ventures | — | (5) |
| Net monetary (loss)/gain arising from hyperinflationary  economies | (5) | 2 |
| Net finance costs | (70) | (73) |
| Underlying profit before tax | 528 | 709 |
| Underlying tax charge | (117) | (167) |
| Effective tax rate (%) | 22.2% | 23.6% |
| Non-controlling interests | (44) | (19) |
| Underlying earnings attributable to shareholders | 367 | 523 |
| Basic earnings per share (euro cents) | 49.1 | 103.5 |
| Basic underlying earnings per share (euro cents) | 82.7 | 107.8 |
| ROCE (%) | 9.6% | 12.8% |
|  |  |  |
| Financial position |  |  |
| € million | 2024 | 2023 |
| Property, plant and equipment | 5,160 | 4,619 |
| Goodwill | 767 | 765 |
| Working capital | 1,188 | 1,084 |
| Other assets | 657 | 673 |
| Other liabilities | (690) | (626) |
| Net assets excluding net debt | 7,082 | 6,515 |
| Equity | 4,857 | 5,655 |
| Non-controlling interests in equity | 493 | 441 |
| Net debt | 1,732 | 419 |
| Capital employed | 7,082 | 6,515 |
|  | | |
|  | | |

![]()

This section includes Alternative Performance Measures which are defined on pages [216](#i5ea205a98724483f90a2a76cf5ac789a_538)-[218](#iae70ff6754a94d0b806b3f87f5daf61b_95-0-1-1-577759).

In October 2024 we reached an agreement to acquire the Western Europe Packaging Assets of Schumacher Packaging with completion expected in the first half of 2025.

All 2025 guidance provided in this section excludes this acquisition.

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#### Group performance

![]()

![1]()

Group revenue of €7,416 million was up on

![]()

|  |
| --- |
|  |
| Underlying EBITDA development  (€ million) |
|  |

the prior year with higher sales volumes

despite lower average selling prices (2023:

€7,330 million). Underlying EBITDA was

lower than the prior year at €1,049 million

(2023: €1,201 million) due to the

significantly lower forestry fair value gain

and a one-off currency loss from the

devaluation of the Egyptian pound

recorded in the period. The Group's

underlying EBITDA margin was 14.1% (2023:

16.4%).

In 2024, input costs were lower than the

prior year following price declines across

most input cost categories in 2023, with

the largest benefits achieved from lower

wood costs in central Europe as well as

energy and chemical costs. Paper for

recycling costs were higher due to price

increases during the first half of 2024 which

largely reversed over the second half of the

year. As we enter 2025, input costs are

broadly stable and similar to average 2024

levels.

Total maintenance costs were higher in the

year mainly as a result of the inclusion of

the Hinton Pulp mill (Canada) that was

acquired in February 2024. In 2025, we

expect a similar phasing of planned

maintenance shuts as in 2024 with the

majority to be undertaken in the second

half of the year.

Personnel costs were also higher, driven by

the inclusion of Hinton's employee costs

following the acquisition and inflationary

cost pressures most notably from the

hyperinflationary environment in Türkiye.

We remain focused on cost control, driving

efficiency improvements and taking

decisive restructuring actions where

necessary. In regard to the latter, we closed

three production sites in the year and

transferred volumes to other sites to

ensure continuity of supply to our

customers. Other net operating expenses

were negatively impacted by the

significantly lower forestry fair value gain

and one-off currency loss as outlined

above, together with lower income

received from green energy sales and

disposal of emissions credits. Comparability

was also impacted by income received in

the prior year from an insurance claim.

Depreciation, amortisation and impairment

underlying charges were higher at €443

million (2023: €411 million) as a result of

starting up a number of capital investment

projects in the year. These are expected to

be €450-475 million in 2025.

Net finance costs of €70 million were in

line with the prior year (2023: €73 million).

In 2025, we expect net finance costs of

around €90 million due to a higher average

net debt balance.

The underlying tax charge for the year was

€117 million, giving an effective tax rate of

22.2% (2023: €167 million, 23.6%). In 2025,

we expect our effective tax rate to be

around 23%.

A special item pre-tax charge of

€150 million was recognised in the year.

This included, as previously reported,

closure costs at the Stambolijski kraft

paper mill in Bulgaria which totalled €110

million and primarily related to a non-cash

asset impairment charge of €73 million.

The remaining costs comprised €22 million

from closing two paper bag plants during

the year, as well as €18 million of

transaction-related costs.

Basic underlying earnings per share were

82.7 euro cents (2023: 107.8 euro cents)

reflecting the lower underlying earnings and

the effect of the share consolidation that

accompanied the special dividend paid in

February 2024. After taking special items

into account, basic earnings per share were

49.1 euro cents (2023: 103.5 euro cents,

special item pre-tax charge of €27 million).

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#### Financial review

#### continued

#### Cash flow

Cash generated from operations was €970

![]()

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| Movement in net debt (€ million) |
|  |

![]()

![4398046511708]()

![]()

0.3x

Net debt to

underlying

EBITDA

million, lower than the prior year (2023:

€1,312 million) as a result of a working

capital cash outflow in the year of €108

million compared to an inflow in 2023 of

€229 million, impacted in part by an

increase in inventory levels following the

start-up of our major capacity expansion

projects.

Capital expenditure cash payments were

€933 million (2023: €830 million) as we

continued to invest in our meaningful

capital expenditure programme alongside

investing to improve efficiency, reduce

environmental impacts and increase energy

self-sufficiency. In 2025 we expect capital

expenditure to be €750-850 million which,

in addition to regular stay in business

capital expenditure, includes the final

payments associated with our €1.2 billion

capital expenditure programme, and the

ongoing investments to replace the boilers

in both Richards Bay (South Africa) and

Dynäs (Sweden).

Tax paid was €120 million (2023: €178

million) and interest paid including

derivative interest was €79 million (2023:

€103 million).

The Group returned €1,081 million of

dividends to shareholders during the year.

This comprised a €1.60 per share special

dividend payment in February 2024

totalling €769 million from the disposal of

the Group´s Russian operations in 2023. In

addition, ordinary dividends totalling 70.0

euro cents per share were paid to

shareholders representing a distribution of

€312 million.

Liquidity, treasury and

#### borrowings

Net debt at 31 December 2024 was

€1,732 million with net debt to underlying

EBITDA at 1.7 times (31 December 2023:

€419 million, 0.3 times), the increase in

leverage reflecting the ongoing investment

into the business and the special dividend

payment to shareholders in February 2024.

In April 2024, the Group repaid a €500

million Eurobond on maturity and in May

2024, issued a 3.75% €500 million

Eurobond with an 8-year tenor, thereby

extending the Group's maturity profile.

Mondi's available liquidity at 31 December

2024 was €1,028 million, comprising the

undrawn Syndicated Revolving Credit

Facility (RCF) of €750 million and cash and

cash equivalents of €278 million. The

weighted average maturity of our

committed debt facilities at the end of the

year was 3.9 years with no significant

short-term debt maturities. Our financing

agreements do not contain financial

covenants.

In addition, and effective from January

2025, we increased the RCF by €250

million (to €1 billion) to further strengthen

our liquidity position.

The Group maintains its investment grade

credit rating and has an A- (stable outlook)

credit rating from Standard & Poor’s and a

Baa1 (stable outlook) credit rating from

Moody’s.

#### Disciplined capital allocation

![]()

1.7x

Net debt to

underlying

EBITDA

#### Strategic financial priorities

We believe that a strong and stable

financial position, supported by an

investment grade credit rating, increases

our flexibility and provides access to capital

markets through the business cycle.

This in turn allows us to invest through the

cycle and take advantage of strategic

opportunities when they arise.

We are focused on undertaking selective

organic capital investment opportunities in

our packaging businesses and supporting

the ordinary dividend. To the extent we

have capacity beyond these requirements,

we are able to consider acquisitions and/or

additional shareholder distributions.

We remain focused on allocating capital

while maintaining solid investment grade

credit metrics.

#### Ordinary dividend

The Board has recommended a final 2024

ordinary dividend of 46.67 euro cents per

share. This final ordinary dividend, together

with the interim ordinary dividend, amount

to a total ordinary dividend for the year of

70.0 euro cents per share, in line with both

2022 and 2023.

The final dividend is subject to the approval

of the shareholders of Mondi plc at the

Annual General Meeting scheduled for

Thursday 8 May 2025 and, if approved, will

be paid on Friday 16 May 2025 to

shareholders on the register at the close of

business on Friday 4 April 2025.

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#### Managing our financial risks

#### Our capital structure

Capital employed is used to fund our

business and is managed on a basis that

enables the Group to continue trading as

a going concern, while delivering attractive

returns to shareholders.

We maintain an appropriate capital

structure, with a balance between equity

and net debt, in order to sustain our

investment grade credit rating. We have

diverse sources of funding with various

debt maturities.

The primary sources of the Group’s liquidity

include our €3 billion Guaranteed Euro

Medium Term Note Programme, our

Syndicated Revolving Credit Facility that

was increased to €1 billion effective from

January 2025, and financing from various

banks, thus providing us with access to

diverse sources of debt financing with

varying debt maturities.

#### Currencies

Our global presence results in exposure to

foreign exchange risk in the ordinary course

of business. Currency exposures arise from

commercial transactions denominated in

foreign currencies, financial assets and

liabilities denominated in foreign currencies

and translational exposure on our net

investments in foreign operations.

Our policy is to fund subsidiaries in their

local functional currency wherever practical.

External funding is obtained primarily in

euros and, where required, converted into

the subsidiaries’ functional currencies via

foreign exchange swaps.

We hedge material net balance sheet

exposures and committed capital

expenditure. We do not hedge our

exposures to projected future sales or

purchases. We do not take speculative

positions with derivative contracts.

#### Tax

We aim to manage our tax affairs in

accordance with national legislative

provisions and within the guidelines set

down by the Organisation for Economic

Co-operation and Development (OECD),

including the OECD Pillar 2 model rules

which came into effect as of 1 January

2024. Our objective is to structure our

operations tax efficiently and take

advantage of available incentives and

exemptions provided by governments for

eligible capital investments, R&D and similar

expenditure. We do not enter into any

artificial arrangements and tax decisions

are made in response to business

transactions and activities.

Our approach to tax is formalised in our

publicly available tax strategy, which the

Board reviews and approves each year.

While ultimate responsibility for the tax

affairs of the Group rests with the Board,

the Executive Committee ensures that the

tax governance framework is aligned with

the principles of financial management

applied throughout the  Group.

We have dedicated internal tax resources

throughout the organisation. This includes

a centralised Group Tax function, reporting

to the Group CFO, which is responsible for

providing operational guidelines aimed at

ensuring a robust tax control environment,

implementing risk management initiatives

and supporting local management on tax

matters. The Group Tax function partners

with our businesses to ensure any

commercial changes are aligned with tax

laws and regulations. In addition, we seek

regular professional advice to ensure that

we remain up to date with changes in tax

legislation, disclosure requirements and

best practices.

Tax risks are monitored on a continuous

![]()

![CB_SWI_PANOR_001_postscatter.jpg]()

basis and are more formally reviewed

by the Audit Committee twice yearly as

part of our reporting process. The Board

formally reviews tax management activities

on an annual basis. As Mondi operates

in a number of countries, each with a

different tax system, the Group is regularly

subject to routine tax audits and tax

authority reviews which may take a

considerable period of time to conclude.

We maintain a constructive dialogue with

tax authorities, working in a transparent

manner to resolve disputes. Where

necessary, provision is made for known

issues and the expected outcomes of

any negotiations or settlements.

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| 783 |
| 544 |

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#### Mondi Action Plan 2030

### Our sustainability framework

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| The Mondi Action Plan 2030 ( MAP2030) sets out our targets, actions and milestones to meet  our ambitious 2030 sustainability commitments. MAP2030 is built on our purpose to contribute  to a better world by making innovative packaging and paper solutions that are sustainable  by design. | | | | | |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
|  | Our approach  Sustainability is at the core of our strategy.  Our MAP2030 framework sets out the three action  areas we focus on to enable us to deliver our  strategy, create value for our stakeholders, grow  our business and have the most positive impact.  These three action areas are Circular Driven  Solutions, Created by Empowered People,  Taking Action on Climate. | | 03_MAP2030 visualisation artwork_IR23_outline.svg | |  |
|  |  | Our strategy  Page [14](#i5ea205a98724483f90a2a76cf5ac789a_67)-[20](#i38e8f3ae26924da19fe4609c33f5e9c0_1-2-1-3-772149) |  |
|  | Each MAP2030 action area has commitments  that are underpinned by targets so we can  monitor and communicate our progress.  Our action areas are supported by responsible  business practices covering human rights,  communities, responsible procurement  and environmental performance.  On the following pages, we report on our  MAP2030 progress in 2024 and how  it contributes to our strategy and continued  success.  Sustainability KPIs covering key MAP2030  action areas represent 20% of the Group’s  annual bonus metrics. | |  |
|  |  | Remuneration report  Page  [111](#i5ea205a98724483f90a2a76cf5ac789a_220) - [135](#i7f4f0126a10748868b0eba39caa0c2d2_3092) |  |
|  |  |  | Built on Responsible Business Practices  Human rights | Communities | Procurement | Environmental performance | |  |
|  |  |  |  |  |  |
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|  |  |  |  |  |  |  |  |  |
|  | We are recognised as a leader in sustainability by external corporate ratings and indices | | | | | | | |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |
|  | 2024_A_List_-_Climate_Forests.png |  | MSCI_ESG_AAA__crop.png |  | Prime Label_Corporate Responsiblity 2.png |  | sustainalytics-badge.png |  |
|  | CDP |  | MSCI ESG Rating |  | ISS ESG |  | Sustainalytics |  |
|  | A List, with double ‘A’ for climate  change and forests and an ‘A-’  score for water |  | Top ‘AAA’ score for strong  resilience to environmental,  social and governance risks |  | ‘Prime’ rating as the highest  sector-specific score for ESG  performance |  | Ranked first in Paper and  Forestry industry out of 76  companies rated in the sector  (January 2025) |  |
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|  | FTSE4Good Logo cutout.png |  | EcoVadis Medal 2024.png |  | WBCSD.png |  | Transition Pathway Initiative  1 of 4 companies (out of 35)  with a transition planning and  implementation Level 5 rating  Carbon performance aligned  with Paris Pledges |  |
|  | FTSE4Good Index Series |  | EcoVadis |  | WBCSD’s Reporting Matters |  |  |
|  | Member of Index Series,  demonstrating strong ESG  practices |  | Platinum status as one  of the top 1% globally in  EcoVadis Corporate Social  Responsibility ratings |  | Included in ‘Top performer’  category since 2018 by  WBCSD and Radley Yeldar |  |  |
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| Mondi Group  Integrated report and financial statements 2024 |  |  |  |  |

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|  | Our material sustainability topics | | | | | |  |
|  | Our double materiality assessment  Under the EU Corporate Sustainability  Reporting Directive (CSRD), double  materiality considers impacts, risks  and opportunities from financial and  non-financial perspectives. Our double  materiality assessment considers how  our internal operations and due diligence  systems monitor, assess and manage our  impacts, risks and opportunities, as well  as how our operations affect the  environment and society.  In 2023, we conducted a double  materiality assessment in line with  the European Sustainability Reporting  Standards (ESRS). We consider a  sustainability topic as material when it  meets the following (either or both):  – Impact material: our actual or  potential, positive and negative  impacts on people or the  environment.  – Financially material: sustainability  information, risks and opportunities  which, if left out, misrepresented  or hidden, could influence  financial decisions.  Our comprehensive double materiality  process included desk-based  research, internal and external  stakeholder engagement and a  financial materiality assessment.  The outcomes were approved by  the Sustainable Development  Committee (SD Committee). | |  | Outcomes  We have identified 10 material  sustainability topics, which align with  our MAP2030 commitments.  Climate change mitigation is the top  priority for our stakeholders, with  customers and investors paying close  attention to our Net-Zero progress. |  | Circularity is the most important topic  for our customers. They see Mondi as a  trusted supplier of fibre-based products  and rely on our policies for responsible  sourcing and human rights practices.  Environmental topics are highlighted  in our outward impacts, given our  reliance on natural resources and  energy consumption in manufacturing. |  |
|  |  | Read more about our double materiality  process in our 2023 Sustainable  Development report  [www.mondigroup.com/sd23](https://www.mondigroup.com/sd23) |  |
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|  | MAP2030 areas | Material topics |  |
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|  |  | Circular economy |  |
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|  | Product quality and safety1 |  |
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|  |  | Diversity, equity and inclusion1 |  |
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|  | Working conditions and human rights1 |  |
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|  |  | Biodiversity and fibre sourcing |  |
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|  | Climate change adaptation2 |  |
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|  | Climate change mitigation |  |
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|  | Energy |  |
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|  | Water |  |
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|  | Responsible business practices-01.svg | Business conduct2 |  |
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|  |  | 1 Only material from an impact perspective.  2 Only financially material. |  |
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|  | External assurance  ERM Certification and Verification  Services Limited (ERM CVS) has provided  third-party reasonable assurance on our  Scope 1 and 2 GHG emissions and limited  assurance on other selected sustainability  information and KPIs, including whether  our Sustainable Development report has  been prepared in accordance with the  GRI Universal Standards (2021) and  the SASB: Containers & Packaging  Industry Standard.  The signed ERM CVS Independent  Assurance Report is in our 2024  Sustainable Development report. |  |  |  | Our Sustainable Development reporting suite  Visit our website to find our full suite of detailed sustainability insights,  including our  MAP2030 2024 progress: | | |  |
|  |  |  |  |  |
|  |  |  |  | – Sustainable Development report  – ESRS & Performance index  – GRI & SASB index  – GRI Biodiversity disclosures | | Mockup_Tablet_25_Mondi_SDr24_crop_V2.png |  |
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|  |  |  |  | Final_Web_driver_icon_3mm_Whiteout-01.svg | Read more on our sustainability reports and publications  [www.mondigroup.com/sustainability/](https://www.mondigroup.com/sustainability/reports-and-publications)  [reports-and-publications](https://www.mondigroup.com/sustainability/reports-and-publications) |  |
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| Mondi Group  Integrated report and financial statements 2024 |  |  |  |  |

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#### Mondi Action Plan 2030



#### continued

### Delivering on our MAP2030 commitments

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|  | Circular_Purple.svg | | |  |
|  | Innovative packaging and  paper  solutions that keep  materials  in circulation  and prevent waste | | |  |
|  |  | 2024 performance | |  |
|  | Make our packaging and paper  solutions reusable, recyclable  or compostable | | |  |
|  | 100% of our packaging and  paper products are reusable,  recyclable or compostable  by 2025 | | ò |  |
|  |  |  |  |  |
|  | Avoid waste by keeping materials  in circulation | | |  |
|  | Eliminate waste to landfill from  our manufacturing processes | | ò |  |
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|  | Work with others to eliminate  unsustainable packaging | | |  |
|  | Progress made through our  partnerships and stakeholder  engagement activities  each year | | ò |  |
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|  |  | Circular Driven Solutions  Page  [33](#i5ea205a98724483f90a2a76cf5ac789a_118)- [36](#id0685d6211854727afee45f5cbfff5e7_2-1-1-1-577759) |  |  |
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| 2024 performance key |  |  | Completed |  | ò | On track |  | ò | Behind target |  | ò | Not on track |  |

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|  | People.svg | | |  |
|  | An empowered and  inclusive team that  contributes to a  better world | | | |
|  |  | 2024 performance | |  |
|  | Build skills that support long-  term employability | | |  |
|  | Enable our employees  to participate in  upskilling programmes | | ò |  |
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|  | Provide purposeful employment  for all our employees in a diverse  and inclusive workplace | | |  |
|  | Achieve  90% Purpose  Satisfaction score in our  Employee Survey | | ò |  |
|  | Achieve  90% Inclusiveness  score in our Employee Survey | | ò |  |
|  | Employ  30% women  across  Mondi | | ò |  |
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|  | Create an environment that  enables a positive work-life  experience, valuing our safety,  health and mental wellbeing | | |  |
|  | Zero fatalities | | ò |  |
|  | Zero life-altering injuries | | ò |  |
|  | 15% reduction of Total  Recordable Case Rate | | ò |  |
|  | Support our employees  in pursuit of a work-life  experience that enhances  their wellbeing | | ò |  |
|  | Our operations drive  awareness of and take  measures to improve health  and mental wellbeing | | ò |  |
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|  |  | Created by Empowered People  Page  [37](#i5ea205a98724483f90a2a76cf5ac789a_124) -[40](#i3ada7bc826a34e96b5399c011b0326f6_2-1-1-1-705595) |  |  |
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|  | Climate.svg | | |  |
|  | Climate resilience  through our forests  and operations for the  future of the planet | | |  |
|  |  | 2024 performance | |  |
|  | Reduce our greenhouse gas  emissions in line with science-  based Net-Zero targets | | |  |
|  | Reduce Scope 1 and 2 GHG  emissions by  46.2% by 2030  from a 2019 baseline | | ò |  |
|  | Reduce Scope 3 GHG  emissions by  27.5% by 2030  from a 2019 baseline | | ò |  |
|  | Reduce Scope 1, 2 and 3 GHG  emissions by  90% by 2050  from a 2019 baseline | | ò |  |
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|  | Maintain zero deforestation in  our wood supply, sourcing from  resilient forests | | |  |
|  | Maintain  100% FSC TM  certification in our own  forestry landholdings | | ò |  |
|  | 100% responsibly sourced  fibre with 75% FSCTM - or  PEFC-certified fibre procured  by 2025 and the remainder  meeting the FSC Controlled  Wood standard | | ò |  |
|  | Implement leading  forestry measures to  ensure productive and  resilient forests | | ò |  |
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|  | Safeguard biodiversity and  water resources in our operations  and beyond | | |  |
|  | Conduct water stewardship  assessments at our mills and  forestry operations by 2025,  and implement required  actions to address the findings  by 2030 | | ò |  |
|  | Conduct biodiversity  assessments at our mills and  forestry operations, introducing  biodiversity action plans where  necessary by 2025 | | ò |  |
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|  |  | Taking Action on Climate  Page  [41](#i5ea205a98724483f90a2a76cf5ac789a_127)-[45](#if4a8c733a3574be795d6ce342b93546b_1-1-1-1-577759) |  |  |
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|  | Read the SD report for more information on  our performance key page 106 |

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### Circular Driven

### Solutions

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| 241017_Group Com_re_loop_FlexiBag_ProductsInUse_10_2024_Tag30216_GE_crop_IR.jpg | | | | | |
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|  | Circular_White.svg |  | Materiality_icon_purple-01.svg |  | Material topics |
|  |  |  |  | – Circular economy  – Product quality and safety |
|  | Innovative packaging and paper solutions that  keep materials  in circulation and prevent waste |  |  |  |  |
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#### Our approach

Sustainable packaging has moved from

being a preference to a necessity, driven

by growing customer and consumer

requirements and stricter regulations, such

as the Packaging and Packaging Waste

Regulation (PPWR). Global investment,

collaboration and innovation in sustainable

solutions are accelerating. As a leading

packaging and paper producer, we aim

to capture these opportunities.

We are committed to: making all our

packaging and paper solutions reusable,

recyclable, or compostable; avoiding waste

by keeping materials in circulation; and

working with partners to eliminate

unsustainable packaging.

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| Sustainable by design: ProVantage SmartKraft Brown and White | | | |  |
| An innovative blend of fresh and recycled fibres | | | |  |
| ProVantage SmartKraft White and ProVantage SmartKraft Brown combine sustainability, strength  and printability. Made with 100% fresh fibre on top and 100% recycled fibre underneath, they are  fully recyclable and responsibly sourced. ProVantage SmartKraft White offers excellent printability,  while ProVantage SmartKraft Brown excels in strength and runnability. | | | |  |
|  | Read more about our products  www.mondigroup.com/products-and-solutions/explore-solutions/ | | |  |

We collaborate along the value chain to

produce innovative, sustainable packaging

and paper solutions to position Mondi as

the partner of choice for our customers,

and drive our future growth. We focus on

high product quality, which is one of our

material topics, to meet customer

expectations, as well as eliminating waste

and using our resources wisely.

Circularity is at the core of our product

development. We consider the

sustainability performance of our products

at each stage of the value chain: from how

we source raw materials to ensuring

material efficiency, product design and

safety, as well as giving products a

sustainable end-of-life. This is another

material issue for our stakeholders.

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|  | Read more on our Sustainable Design Principles  [www.mondigroup.com/sustainability/mondi-](https://www.mondigroup.com/sustainability/mondi-action-plan-2030/circular-driven-solutions/)  [action-plan-2030/circular-driven-solutions/](https://www.mondigroup.com/sustainability/mondi-action-plan-2030/circular-driven-solutions/) |

Our leading innovation capabilities,

strong market position and long-standing

customer relationships allow Mondi

to develop solutions that support the

transition to a circular economy and

create positive impact at scale.

Sustainability is a clear driver of our future

business growth. For example, our 2024

eCommerce survey shows that around 80%

of consumers are demanding sustainable or

recyclable eCommerce packaging.

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|  | Read more in our eCommerce trend report  [www.mondigroup.com/news-and-insight/](https://www.mondigroup.com/news-and-insight/) |

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![ProVantage_SmartKraft_White_Brown_3000x2000px_shadow+ProVantage_SmartKraft_White_Brown_3000x2000px_shadow+mondi_brush_blue-violet-2-hires_crop_V3.png]()

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| Mondi Group  Integrated report and financial statements 2024 |  |  |  |  |

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#### Mondi Action Plan 2030



#### continued

### Circular Driven Solutions

### continued

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| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Commitment: Make our packaging and paper solutions reusable, recyclable or compostable | | | | |  |
| Target | Performance against baseline | | This year at a glance | | |
| 2023 | 2024 |
| 100% of our packaging and paper  products are reusable, recyclable  or compostable by 2025 | ò | ò | In 2024, 87% of products were reusable, recyclable or  compostable based on revenue (2023: 85%). With our entire  Corrugated Packaging and Uncoated Fine Paper businesses  compliant, we are working to close the gap in our Flexible  Packaging business. We had a sustainable alternative in place, or  identified and in development, for 97% of our Flexible Packaging  products (2023: 94%). | | |

#### As a market leader, we are

#### driving the circular economy

#### for packaging and transforming

#### our portfolio to support a

#### regenerative, low-carbon

#### circular economy that

#### eliminates waste and helps

#### our customers to transition

#### to sustainable packaging

.

We take a science-based, material-agnostic

approach to identify the optimal solution

for each specific application. Over 2024,

we have increased the proportion of our

revenues from products that are reusable,

recyclable or compostable to 87% (up from

85% in 2023).

With the portfolios of our Uncoated Fine

Paper and Corrugated Packaging business

units 100% recyclable or verified as

compostable, we are focused on closing

the gap in our Flexible Packaging business.

To drive progress in 2024, we had a

sustainable alternative in place, or identified

and undergoing development, for 97% of

our Flexible Packaging products, up from

94% in 2023 (based on revenue). Our aim is

to have 100% circular alternatives in place

by the end of 2025, with a clear focus on

targeted product innovation initiatives, for

example to meet high shelf life or burst

resistance requirements with a recyclable

or compostable solution.

#### Our Path to Circularity

To be deemed circular, Mondi products

must be designed to achieve a sustainable

end-of-life. To ensure we are sustainable

by design throughout our packaging and

paper portfolio, our seven Sustainable

Design Principles (SDP) encompass

different dimensions of sustainability.

Our SDP guides our product development

and innovation teams, and are integrated

into our Path to Circularity Scorecard,

which offers a clear definition for reusable,

recyclable and compostable solutions and

enables us to measure our progress

towards our commitment.

Enhancing our assets and

#### innovation capabilities

We are investing in our quality assets

to drive growth, improve our cost

competitiveness, and enhance sustainability,

product quality and customer service.

For example, our €400 million investment

into a new kraft paper machine in our Štětí

mill (Czech Republic) will help us grow the

share of renewable and fully recyclable

solutions for the market. We also continue

to invest in R&D, with €31 million invested

(2023: €30 million) to improve our

product innovation capabilities, process

technologies, energy and material efficiency

and support close collaboration across the

value chain.

FlexStudios, our new innovation hub for

Flexible Packaging in Germany, enables our

customers to participate in the innovation

process and reduces time-to-market for

new packaging and paper solutions. In our

Corrugated Packaging business, we also

have three ‘ThinkBox’ engagement centres

to support innovation for customers

in Europe.

#### Award-winning solutions

We are exploring ways to achieve sustainable

packaging with more durability, safety,

flexibility and effective barrier protection.

We received ten 2025 WorldStar

Packaging awards, the highest number

of awards in a single year in our history.

Our new innovative Protective Mailer,

developed with Amazon, and launched in

2024, was also recognised with multiple

awards from EUROSAC and 4evergreen,

among others. This new sustainable

packaging provides protection equivalent

to traditional bubblewrap plastic-padded

envelopes, and addresses customer

demand for easily recyclable packaging

that delivers strong protection for

damage-free delivery.

#### Focus on quality

Our high-quality packaging and paper

solutions are subject to stringent regulation

and comply with all relevant health, hygiene

and quality requirements. Our Group-wide

quality KPIs are part of Mondi’s Quality

Performance Measurement System, which

aims to improve customer satisfaction and

reduce customer complaints and customer

net claim costs. Our first-time right

approach to quality ensures on-time and

in-full delivery of in-specification products

and saves resources and waste while

reducing associated costs.

#### A life cycle-based approach

We continue to enhance our life cycle-

based tools and assessments for

customers, looking at both carbon

and water scarcity with our in-house

Product Impact Assessment tool.

Demand continues to grow, with ever

more requests by customers to support

their decarbonisation efforts and achieve

their own sustainability targets.

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| 1,776  products assessed using our in-house  life cycle-based tools |

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| Commitment: Avoid waste by keeping materials in circulation | | | | |  |
| Target | Performance against baseline | | This year at a glance | | |
| 2023 | 2024 |
| Eliminate waste to landfill from  our manufacturing processes | ò | ò | In 2024, specific waste to landfill decreased by 4% since last  year, and decreased by 46% compared with our 2020 baseline,  mainly due to projects in Richards Bay (South Africa), Kuopio  (Finland) and Dynäs (Sweden). | | |

#### Our approach to circular design

#### considers the full product life

cycle to avoid waste. We see

#### waste to landfill as lost

#### resources, and are committed

#### to finding alternative uses

#### for our waste streams.

In 2024, 73% of our manufacturing waste

was recycled or repurposed. Less than 8%

was landfilled. We recognise the

opportunity to progress in our target

to eliminate waste to landfill, reduce

related costs and generate additional

revenue streams by selling by-products

from our processes.

In the long term, our ambition is to eliminate

all waste to landfill from our manufacturing

processes. In addition to this absolute

reduction, we measure our waste to landfill

as a proportion of the amount we produce

(referred to as specific waste to landfill per

tonne of saleable product). We have a

target to reduce specific waste to landfill

by 30% by 2030, against a 2020 baseline.

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|  | Responsible Business Practices  Page  [46](#i81083998d04243ddb7be20cf0507ead0_8219) -[49](#i81083998d04243ddb7be20cf0507ead0_139304) |

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![_LA_7608-lab- Mondi Dynäs.jpg]()

Transforming waste to

#### secondary raw materials

Through innovation and collaboration, we

maximise resource efficiencies and turn

production waste into valuable secondary raw

materials, rather than landfilling and losing

these resources. For example, we use ash

from our bark boilers for brick production.

The use of biogenic fuels is another key

lever to achieve sustainability goals in

the pulp and paper industry. In 2024, we

implemented a new conversion technology

that turns biogenic residues, which are

waste materials from natural resources,

into process energy. This process enables

us to replace fossil fuels with fuels from

renewable sources, supporting a lower

carbon footprint. As an example, tall oil

is a by-product that can be extracted

and used as an alternative fuel source

in our lime kilns.1 It has a heating value

comparable to heavy fuel oils but with

a lower sulphur content, which reduces

emissions and contributes to a lower

carbon footprint.

#### Partnering for waste solutions

We continue to partner with our customers

to develop innovative solutions to reduce

waste and re-use production materials.

Through strategic partnerships in 2024,

two Mondi production sites are now able

to repurpose 95% of their production

waste, which was previously used for

energy generation.

The elimination of green liquor dregs2

remains an ongoing challenge for our mills.

We have reduced green liquor dregs by

developing calcium carbonate free filtration

technologies, and continue to work on

solutions to eliminate the need for

landfilling green liquor dregs.

As part of the TU-Austria Innovation

Marathon in 2024, we launched a scientific

challenge on green liquor dregs and will

develop the most promising concepts

together with partners from academia

and industry.

Our Richards Bay mill (South Africa) has

significantly reduced waste to landfill in

recent years by using effluent fibre as

landfill cover. At our Dynäs mill (Sweden),

we have reduced specific waste to landfill

by reducing lime mud consumption in the

green liquor dregs filtration process.

Additionally, we are using the mill’s bark

boiler ash for road construction, and

reduced green liquor sludge by optimising

the chemical recovery processes. In Finland,

ashes from our Kuopio mill are being used

for sanding roads.

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|  | ESRS  & Performance index  [www.mondigroup.com/esrsperformance24](https://www.mondigroup.com/esrsperformance24) |

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| --- |
|  |
|  |
|  |
| 46%  reduction of specific waste to landfill  from our manufacturing processes  since 2020 |

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|  | Read more in Environmental performance  Page  [46](#i81083998d04243ddb7be20cf0507ead0_8219) |

![]()

1 A lime kiln uses heat, motion and air flow to convert

lime mud (calcium carbonate) to lime (calcium oxide).

Lime is used in several applications in pulp and paper

mills, including the pulping process.

2 Green liquor dregs are residues formed during the

kraft pulp process and typically contain sodium

carbonate, calcium carbonate and sodium sulphide, as

well as some other insoluble solids in small quantities.

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| Mondi Group  Integrated report and financial statements 2024 |  |  |  |  |

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| 36 |
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#### Mondi Action Plan 2030



#### continued

### Circular Driven Solutions

### continued

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Commitment: Work with others to eliminate unsustainable packaging | | | |
| Target | Performance against baseline | | This year at a glance |
| 2023 | 2024 |
| Progress made through our partnerships  and stakeholder engagement activities  each year | ò | ò | We actively collaborated with cross-value chain initiatives and  multiple industry associations, including 4evergreen, FEFCO,  Cepi and CEFLEX on emerging legislation. |

#### With the scale of our business

#### and close collaboration with

#### our

#### customers

#### and across our

value chain, we can lead the

#### way and drive the transition

to sustainable packaging and

#### paper solutions in the industry.

As well as tackling climate change,

sustainable packaging has a vital role to

play in product protection, particularly for

food packaging where meeting shelf-life

requirements and keeping contents safe

for consumption help to eliminate food

waste. There is ever increasing demand for

innovative solutions that address different

industry and customer needs, including

low-carbon, fully recyclable and/or

compostable solutions.

Driving progress across the

#### packaging industry

In partnership with industry associations

and by leveraging our long-standing

relationships with our customers, we

are innovating for a sustainable,

circular economy.

We see an increasing number of

organisations joining leading value chain

initiatives and helping to develop design

guidelines, from 4evergreen and CEFLEX,

with the potential for adoption under the

Packaging and Packaging Waste

Regulation secondary legislation.

![]()

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| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | Sustainable by design: Ad/Vantage TrayWrap | |
|  | The replacement for plastic shrink film | |
|  | Ad/Vantage TrayWrap is a paper-based alternative for plastic tray wrapping. Made from  our Ad/Vantage StretchWrap, it is used for bundling products such as coffee packs, liquid  cartons and folding boxes during transport, and is removed at the point of sale. | |
|  |  | Read more about our products  www.mondigroup.com/products-and-solutions/explore-solutions/ |
|  |  |  |

![]()

![mondi_brush_blue-violet-1-hires+Advantage TrayWrap_cut_out_crop_V3.png]()

#### Sharing best practice

We share our expertise and innovations

with leading research institutions and

industry organisations. For example,

together with our partners, we are piloting

a new collection and recycling system for

used industrial paper bags. Building on a

pilot in Spain, the ‘Paper Sacks Go Circular’

initiative is now being scaled across

Europe. Over 60 companies have joined

the initiative, with more than 170

construction sites engaged in segregating

waste materials, including paper bags.

Together with Biedronka, Poland’s

largest retail chain, we have formed

a sustainable closed-loop programme

to encompass the supply, collection,

recycling and reproduction for Mondi

Corrugated Packaging.

We are a signatory to the Ellen MacArthur

Foundation’s (EMF) Global Commitment

to eliminate plastic pollution and create

100% reusable, recyclable or compostable

plastic packaging by 2025. We report

annually to EMF on our progress against

these commitments and how we are

designing our plastic solutions for recyclability.

#### Contributing

#### to UNICEF's

#### Project Play

In 2024, we had the opportunity to

contribute to UNICEF’s Project Play, which

aims to repurpose cardboard boxes and

other packaging as fun, inclusive and

appropriate toys to support Early

Childhood Development interventions

for malnourished children in nutrition

programmes. Colleagues participated in

an ideation workshop and helped to create

guidelines for advancing inclusive play

while supporting sustainability through

repurposing of packaging.

#### Renewal of World Food

#### Programme partnership

Building on the positive contributions

made in our collaboration with the UN

World Food Programme (WFP), we

renewed our partnership agreement at the

end of 2024. Over the next three years,

we will provide our packaging expertise

and R&D infrastructure to help WFP to

continue to optimise its packaging, while

minimising the environmental impacts of

its life-saving operations.

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|  | What’s next in Circular  Driven Solutions? |  |
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|  | – Accelerate the transition to  circular solutions through  continued close engagement  with our customers.  – Continue to support our  customers to achieve their  decarbonisation targets through  our product impact assessments.  – Continue to explore ways to  eliminate waste from our  production processes and  repurpose waste as input for  secondary raw materials.  – Maintain our engagement with  our industry associations, the  CEN standardisation committees  and the European Commission  on how to harmonise the  assessment of packaging  recyclability. |  |
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| 37 |
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### Created by Empowered People

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| MoKoImage-HiRes-380_edit_crop_IR.jpg | | | | | |
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|  | Created_People White.svg |  | Materiality_icon_pink-01.svg |  | Material topics |
|  |  |  |  | – Diversity, equity and inclusion  – Working conditions and human  rights |
|  | An empowered and inclusive team that  contributes to a better world |  |  |  |  |
|  |  |  |  |  |  |
|  |  |  |  |  |  |

#### Our approach

We aim to be an employer of choice by

creating an inspiring, inclusive and safe

workplace that empowers our people

to perform at their best. By fostering

an environment where employees

feel supported and valued, we enable

innovation, drive growth and secure

the long-term success of our business.

At Mondi, we believe that a committed

and engaged workforce is integral to

achieving our MAP2030 targets and

fulfilling our purpose.

With 22,000 Mondi employees across more

than 30 countries, our MAP2030 framework

outlines clear commitments to empower

our people. We are dedicated to building

skills that enhance long-term employability,

offering purposeful employment in a

diverse and inclusive workplace, and

creating an environment that values safety,

health and mental wellbeing. This holistic

approach reflects our belief that a thriving

workforce underpins a thriving business.

Skill-building for long-term employability

is central to our strategy. We aim to equip

our people with the tools they need to

adapt to a fast-changing industry, ensuring

both their personal growth and Mondi’s

ongoing success. From technical upskilling

to leadership development, we are

committed to fostering a culture of

continuous learning.

We aim to foster an inclusive and purpose-

driven workplace, where every employee

feels respected, treated fairly and

empowered to excel. This commitment

extends to people with disabilities aiming

to provide them with equal career and

learning opportunities at Mondi. Diversity

is key to unlocking innovation and fostering

collaboration, which is why we strive

to build teams that reflect the diverse

communities in which we operate.

Safety is a non-negotiable priority,

particularly given the high-risk nature of

some of our operations. Every employee

and contractor should return home safely

each day.

To achieve this, our safety approach is

rooted in the Social Psychology of Risk,

which emphasises three key dimensions:

– Workspace: focusing on the physical

aspects and controls related to the

working environment;

– Headspace: understanding why people

make decisions, which influence safe or

unsafe behaviour; and

– Groupspace: influencing the culture

and promoting the need to take care

of each other.

By focusing on proactive engagement, risk

identification, appropriate controls, and

regular evaluation of their effectiveness,

we aim to foster a workplace where safety

and health remain a high value.

Furthermore, we recognise the importance

of supporting a positive work-life balance,

and promote physical and mental wellbeing

at our operations. Mondi continues to build

a resilient and empowered workforce

aligned with our MAP2030 targets,

supporting the long-term prosperity of

our people, business and the communities

we serve.

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| 38 |
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#### Mondi Action Plan 2030



#### continued

### Created by Empowered People

### continued

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| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Commitment: Build skills that support long-term employability | | | |  |
| Target | Performance against baseline | | This year at a glance |  |
| 2023 | 2024 |  |
| Enable our employees to participate  in upskilling programmes | ò | ò | Mondi colleagues participated in multiple people development  initiatives, including Mondi Academy, talent and graduate  programmes, and performance and development reviews. | |

![]()

![Mondi LF 2024 Palais Ferstel-344_upscaled`-2_crop.jpg]()

#### Providing

#### lifelong learning

#### opportunities is part of our

#### responsibility as a global

employer and supports long-

#### term employability.

We aim to attract, develop and retain the

right people for each position and offer

individual development opportunities that

align with both individual aspirations and

our business objectives.

We are committed to offering consistent

and fair training, career development

and promotions.

#### Developing potential at

#### Mondi

Throughout their Mondi career, we provide

our employees with continuous learning

opportunities via the Mondi Academy,

our Group-wide training hub, with local

academies in Czech Republic, Poland,

Slovakia, South Africa and the USA.

We offer ongoing learning and coaching,

including in relation to leadership skills

and personal development. Our learning

portfolio also includes business-sponsored

expert academies, with well-established

programmes and clear business outcomes.

Our comprehensive training offering

demonstrates progress against our

MAP2030 commitment to enable our

people to participate in upskilling

programmes.

Our mentoring programmes nurture talent

and facilitate succession planning, and

contribute to fostering diversity and

inclusion at Mondi. By pairing individuals

from different backgrounds, genders or

cultures, mentorship can break down

barriers and provide an opportunity for

cross-cultural learning.

#### Early career development

We offer multiple early career development

programmes to build a strong and diverse

talent pipeline and encourage our

employees from the early stages to

pursue leadership or expert positions.

Our International Graduate Programme

provides graduates with the opportunity

to gain experience in different Mondi

locations and departments over 18 months.

The programme supports Mondi’s position

as employer of choice, empowering a

diverse base of talent in terms of gender,

nationality and academic background.

We work to encourage more internal

cross-business placements within Mondi,

for example through our NEXGEN training

programme for emerging leadership talents,

which includes experience-based learning,

regular exposure to senior management,

networking opportunities, plant visits

and competency building. After our first

NEXGEN programme, 67% of participants

transitioned to new roles.

#### Recognising

#### outstanding

#### employee performance

We carry out structured Performance and

Development Reviews between employees

and their managers to reflect on individual

performance and set goals. We have a

number of performance-related pay

schemes that reward employees for the

pursuit and achievement of business

objectives, in which the majority of our

employees participate.

Our global Mondi Diamond Awards

recognise outstanding achievements

and initiatives from employees across

our operations. In 2024, eight teams

won Mondi Diamond Awards for

achievements in product innovation and

customer collaboration, energy resilience,

operational excellence, diversity and

inclusion and safety.

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| 566,333  training hours completed by  employees and contractors in 2024 |

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|  | Our strategy –  Empower our people  Page [19](#ia1d3f3d9e7fd47f88bc49dffcdc2a360_1-2-1-3-750597) |

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| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Commitment: Provide purposeful employment for all our employees in a diverse and inclusive workplace | | | | |
| Target | Performance against baseline | | This year at a glance |  |
| 2023 | 2024 |
| Achieve 90% Purpose Satisfaction score  in our Employee Survey | ò | ò | Following up on our latest Employee Survey in 2023, where we  achieved a 79% score in the Purposeful Workplace Index, we  conducted a 'Safe to Speak Up' pulse survey in 2024 to  address this area of improvement identified. | |
| Achieve 90% Inclusiveness score in our  Employee Survey | ò | ò | In our latest Employee Survey in 2023 we achieved a 77%  Inclusiveness score. In 2024, we continued initiatives such as  the Employee Resource Groups and Curious Community. | |
| Employ 30% women across Mondi | ò | ò | 23.4% women employed across Mondi, representing an  improvement on last year (2023: 22.6%), but still behind target. | |

At

#### Mondi

, a diverse and

#### inclusive workplace includes

understanding, accepting and

#### valuing differences between

people. Fostering this positive

#### culture is essential to our business

#### success and driving real change.

We want all our employees to feel they

belong at Mondi and enjoy working here,

so they can thrive at work.

#### Engaging to listen

and understand

We maintain high levels of engagement

![]()

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| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Gender diversity  2024 |  |  |  |  |  |  |
|  | Male | % | Female | % | Other\*\* | % |
| Directors | 6 | 60.0% | 4 | 40.0% | — | —% |
| Senior managers\* | 177 | 79.0% | 47 | 21.0% | — | –% |
| Employees\*\*\* | 17,032 | 76.6% | 5,207 | 23.4% | 1 | –% |
|  |  |  |  |  |  |  |
| \*   As at 31 December 2024. Senior managers as defined by Mondi and including directors of all subsidiaries in  accordance with the definition set out in Section 414C of the UK Companies Act 2006.  \*\*  Not specified/prefer not to say.  \*\*\*  Headcount of employees that are active or on leave as at 31 December 2024. | | | | | | |

with our employees throughout the year on

global and local levels to listen to what our

employees are saying on key topics, capture

their feedback and understand where we

need to improve. We use formal and

informal processes including our intranet,

local engagement sessions, virtual events for

all colleagues, management dialogues and

employee surveys. In 2024, we introduced

Viva Engage as a new social engagement

channel that connects all Mondi employees,

including production colleagues.

#### Encouraging new ideas

We believe ‘safe to speak up’ means that

someone feels free and safe to ask for

help, admit mistakes, raise concerns,

suggest new ideas, challenge ways of

working and question each other’s ideas.

We believe that it can lead to enhanced

productivity, with our employees looking

after the safety of others, as well as

supporting each other.

Over the past year, we have implemented

local actions across the Group to address

issues raised in the 2023 Employee Survey.

On a Group level we been looking at how

we can promote psychological safety and

reinforce a culture of listening and caring.

As part of this, we conducted a pulse survey

on speaking up in 2024, which had a 78%

participation rate. This high level of

engagement provides us with a

representative sample and enables us

to take meaningful action across the

organisation as we work towards meeting

our 2030 milestones of 90% Purpose

Satisfaction and Inclusiveness scores.

#### Embedding inclusion at work

Through our nine Employee Resource

Groups, we encourage employee

engagement, foster inclusivity and gain

access to a richer pool of ideas from

diverse perspectives. These groups

embody our commitment to a workplace

that celebrates diversity, encourages

dialogue and empowers every individual.

In 2024, we hosted 36 ERG-related events.

#### Opportunities for women

at

#### Mondi

We aim to be an inclusive employer with

inspiring female role models and attractive

career opportunities for women. While

attracting women to our manufacturing

operations can be challenging, especially

in remote locations, we are committed to

increasing female hires through targeted

initiatives and fostering a workplace where

women can thrive.

There are multiple initiatives to increase

the rate of female hires in Mondi and we

recognise that we need to continue working

on becoming an attractive employer for

women. For example, we have invested in

increasing our visibility at career events for

attracting women to tech-related jobs and

ran a series of engaging events across

universities in Poland aimed at women. We

created a clear information campaign on

recruiting more women featuring evidence-

based tips and case study examples from

different locations to support sharing

information and learning from our successes.

At the end of 2024, we had 23.4% female

employees (2023: 22.6%), showing an

improvement over last year but still behind

target. In 2024, 32.3% of all new hires were

women (2023: 28.4%), with significant

variations between individual operations

and functions. The female representation

on our Executive Committee was 29%

(2023: 17%). We had 40% female directors

on the Mondi Board (2023: 40%).

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|  | Nominations Committee  Page [94](#i5ea205a98724483f90a2a76cf5ac789a_193) - [98](#ib9556eee684042528630d9e7627750ea_7-5-1-1-577759) |

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#### Mondi Action Plan 2030



#### continued

### Created by Empowered People

### continued

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Commitment: Create an environment that enables a positive work-life experience, valuing our  safety, health and mental wellbeing | | | | |
| Target | Performance against baseline | | This year at a glance |  |
| 2023 | 2024 |
| Zero fatalities | ò | ò | Regrettably, we had an employee fatality at our Merebank mill  (South Africa) which occurred during a routine maintenance activity. | |
| Zero life-altering injuries | ò | ò | We sadly had three life-altering injuries in 2024: in our Bupak  plant (Czech Republic), Tire mill (Türkiye) and Wellsburg, West  Virginia plant (USA). | |
| 15% reduction of Total Recordable  Case Rate | ò | ò | Our Total Recordable Case Rate (TRCR) of 0.68 in 2024  reflects a 2% increase compared with our 2020 baseline, and  an increase of 7% since last year. | |
| Support our employees in pursuit of  a work‑life experience that enhances  their wellbeing | ò | ò | We have achieved a 77% score in our Wellbeing Index in our  Employee Survey in 2023. In 2024, we promoted the Mental  Health Awareness Month and local initiatives were launched,  for example in Mondi Thailand and Mondi Jackson (USA). | |
| Our operations drive awareness  of and take measures to improve  health and mental wellbeing | ò | ò | Professional counselling is accessible for 100% of our  employees through our Employee Assistance Programme  (EAP) and EAP-equivalent system for support and help (up  from 94% in 2023). | |

W

#### e focus on our top

#### safety

#### and health

 risks at sites,

#### aiming at preventing fatalities

and

#### life-altering injuries

,

#### improving occupational

#### health and reducing injuries.

#### We strive to ensure that

#### everybody returns home safely

#### every day and prioritise health

#### and mental wellbeing.

Although we are one of the safety leaders

in our industry, regrettably we had an

employee fatality during a routine

maintenance activity at our Merebank mill

(South Africa) during the year.

Unfortunately, we also experienced three

life-altering injuries where three colleagues

suffered serious injuries to their fingers.

All our incidents were investigated

thoroughly to identify the root causes and

contributing factors, and the necessary

actions were taken to reduce our risks

and prevent reoccurrences. Outcomes of

investigations were shared among all our

operations to ensure common learning.

If an employee suffers a life-altering injury

at work, we facilitate medical treatment and

rehabilitation, and support their continued

employment by finding alternative

equivalent jobs for them, where required.

#### Putting people at the centre

To drive continuous improvement in our

culture and safety performance, our

approach encompasses the Social

Psychology of Risk (SPoR). As an evolution

from traditional safety, this approach aims

to balance workplace controls and

psychological and cultural influences.

Over the past three years, all safety and

health professionals and around 400

leaders were trained in the fundamentals

of SPoR and our Engagement Board tool,

which facilitates open conversations within

teams on safety and health topics.

#### Risk-based approach

Risk assessments are crucial and our

operations are required to consider the

top three risk controls – elimination,

substitution and engineering – before

considering administrative controls or

issuing personal protective equipment.

Our risk assessments are based on SPoR,

and include behavioural, psychological,

social, cultural and sub-cultural influences.

We train and engage with our employees

during risk assessment processes,

and regularly revise assessments

when necessary.

P

#### rojects and maintenance shuts

Annual maintenance shuts to maintain,

replace or upgrade machinery and

equipment, as well as other complex and

large projects, involve non-routine work,

with many employees and contractors

working on-site at the same time.

Some of our highest-risk activities occur

during these times and therefore the Group

Safety and Health network focuses on pre-

shut risk assessments with selected

contractors. This process has led to the

elimination of fatalities and life-altering

injuries during our shuts and large projects

in recent years.

We also support our contractors to

manage safety and health risks and align

with Mondi’s requirements. This also

includes driving awareness for our SPoR

approach when working at our sites.

Caring about health and

#### wellbeing

We promote occupational health

programmes and support mental wellbeing

initiatives tailored to local needs. In 2024,

Mondi Jackson (USA) organised voluntary

workshops on retirement savings for

employees to address concerns expressed.

As of 2024, all employees had access to

the EAP or an EAP-equivalent offer,

providing support for professional or

personal matters as needed.

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|  | What’s next in Created by  Empowered People? |  |
|  |  |  |
|  |  |  |
|  | – Continue to foster belonging  through Employee Resource  Group activities.  – Operationalise our action plans  from the 2024 ‘Safe to Speak  Up’ pulse survey to foster a  culture of transparency and  continuous learning.  – Advance efforts to ensure our  hiring practices contain no bias and  invest in our internal talent pipeline  through accelerated development  programmes for diverse talent.  – Address our high-risk activities,  including working with moving and  rotating equipment, as well as  workplace transportation.  – Continue our focus on large  projects and annual maintenance  shuts and maintain our  engagement with our contractors. |  |
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|  |  |  |

### Taking Action on Climate

|  |  |  |  |  |  |  |
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| UFP_RBAY_EXT_023_crop_IR.jpg | | | | | | |
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|  | SR_Taking_Action_on_Climate.svg | |  | Materiality_icon_mint-01.svg |  | Material topics |
|  |  |  |  | – Biodiversity and fibre sourcing  – Climate change adaptation  – Climate change mitigation  – Energy  – Water |
|  | Climate resilience through our forests and operations  for the future of the planet | |  |  |  |
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#### Our approach

The climate crisis is the most pressing

global challenge of our time, requiring

businesses to adopt proactive strategies

that address both immediate and

long-term risks. At Mondi, we recognise

the need for bold action to contribute

to the rapid and substantial reduction in

greenhouse gas (GHG) emissions needed

to limit global warming to 1.5°C.

Our climate action is designed to address

the interconnected challenges of climate

change, deforestation, water scarcity and

biodiversity loss. These issues are deeply

intertwined, and tackling them holistically

is central to our MAP2030 commitments.

We are focused on reducing GHG

emissions, improving the resilience of

forests, and managing our impacts on

biodiversity and freshwater ecosystems.

As part of our commitments to climate

action, we are driving the transition to a

low-carbon economy. In 2022, we were

one of the first companies in the packaging

and paper industry with approved science-

based Net-Zero targets.

These ambitious targets address GHG

emissions across both our operations and

supply chain and are aligned with the

reductions required to limit the global

temperature rise to 1.5°C.

Achieving these targets requires ongoing

investment. We are prioritising energy and

process efficiency improvements at our

operations, as well as increasing the use of

renewable energy sources. These efforts

are critical to reduce our carbon footprint

while ensuring our operations remain

resilient and efficient.

As a business reliant on responsibly

sourced wood fibre, maintaining zero

deforestation across our forestry

operations and supply chain is fundamental

to our success. Forests contribute to

mitigating climate change by storing

carbon above and below ground, as well

as enabling a low carbon bioeconomy.

We are committed to maintaining

responsible wood sourcing throughout

our supply chain.

Water and biodiversity are equally

important topics to our climate action.

We are committed to managing our

impacts and dependencies on water

resources, promoting their efficient use

and protecting biodiversity to maintain

the resilience of ecosystems.

By taking a holistic approach to climate

action, we strive to protect natural

resources, while strengthening our

operational resilience and enhancing

long-term value for our stakeholders.

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#### Mondi Action Plan 2030



#### continued

### Taking Action on Climate

### continued

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| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Commitment: Reduce our greenhouse gas emissions in line with science-based Net-Zero targets | | | | |
| Target | Performance against baseline | | This year at a glance |  |
| 2023 | 2024 |
| Reduce our Scope 1 and 2 GHG emissions  by 46.2% by 2030 from a 2019 baseline | ò | ò | Absolute Scope 1 and 2 emissions decreased by 31%  compared with our 2019 baseline, and by 11% since last year,  mainly due to projects in Richards Bay, Merebank (both South  Africa), Štětí (Czech Republic) and the purchase of green  electricity in several operations. | |
| Reduce Scope 3 GHG emissions by  27.5%  by 2030 from a 2019 baseline | ò | ò | Absolute Scope 3 emissions decreased 15% compared with  our 2019 baseline, and increased by 8% since last year,  primarily due to more purchased goods as a result of higher  production volumes. | |
| Reduce Scope 1, 2 and 3 emissions by  90%  by 2050 from a 2019 baseline | ò | ò | Total Scope 1, 2 and 3 emissions decreased by 22% compared  with our 2019 baseline and by 1% since last year. | |

#### Our science-based Net-Zero

#### targets underline our long-term

#### commitment to climate action.

#### We are

#### working

#### to phase out

#### fossil fuels and improve our

#### operational performance, while

#### reducing GHG emissions in our

own operations and across the

#### supply chain.

Our Net-Zero targets cover GHG

emissions from our operations and supply

chain across Scope 1, 2 and 3.

#### Reducing our own GHG

#### emissions

Our Scope 1 GHG emissions occur mainly

through the combustion of fuels to

generate energy for our manufacturing

processes. Our Scope 2 GHG emissions

relate to purchased energy.

In 2024, we reduced our Scope 1 and 2

GHG emissions by 31% compared with

our 2019 baseline. We remain committed

to achieving our Net-Zero GHG emissions

reduction targets, through energy

efficiency projects and investment in high-

quality modernisation projects throughout

our sites. We anticipate that these

measures will drive operational excellence,

improve our cost competitiveness and

enhance our carbon footprint as a Group.

|  |
| --- |
|  |
|  |
| 31%  reduction of absolute Scope 1 and 2  GHG emissions compared with our  2019 baseline |

Changing our energy mix and

#### optimising our manufacturing

We combine strategic energy-related

investments with good management

practices and knowledge sharing across

our operations. We also stay up to date

on energy technology trends for fuel

diversification and to keep our energy

portfolio future-fit.

We invest in optimising energy and

process efficiencies and replacing fossil

fuel-based energy with renewable sources.

In 2024, our share of renewable energy

increased to 79% (2023: 75%). Energy

self-sufficiency can reduce costs, increase

energy security and reduce GHG emissions.

Since 2019 we have invested and approved

around €500 million of energy and

process efficiency projects, including

a new recovery boiler and biomass boiler

in Richards Bay (South Africa) and a

modernisation project at Dynäs (Sweden).

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| 79%  energy from renewable sources |

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![15778_Mondi_IR24_Visual_[ES]_15778_Mondi_IR24_postscatter.jpg]()

#### Tackling supply chain

#### GHG emissions

Most of our Scope 3 GHG emissions result

from purchased goods and services, fuel and

energy-related activities, as well as upstream

and downstream transportation. We focus

on raw materials and fuel suppliers to

engage on GHG emissions reduction targets

and Net-Zero transition plans. We also

engage with logistics partners on replacing

carbon-intensive practices and materials.

We also aim to increase primary data on

GHG emissions from our suppliers to

improve the quality and accuracy of our

Scope 3 GHG emissions reporting.

In 2024, we engaged on decarbonisation

topics with strategic raw material suppliers,

who significantly contribute to our Scope 3

category ‘Purchased goods and services’.

Our Scope 3 GHG emissions were

estimated to represent 59% of our total

GHG emissions in 2024.

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| Group GHG emissions1 |  |  |  |  | Milestones and target years | | |
| million tonnes CO2e | 2024 | 2023 | % change  2023 – 2024 | 2019 baseline | 2030 | 2050 | % change  2019 – 2024 |
| Scope 1 | 1.54 | 1.75 | (12)% | 2.02 |  |  | (24)% |
| Scope 2 | 0.32 | 0.35 | (9)% | 0.68 |  |  | (53)% |
| Total Scope 1 and Scope 2 | 1.86 | 2.10 | (11)% | 2.70 | (46.2)% |  | (31)% |
| Scope 3 | 2.72 | 2.53 | 8% | 3.19 | (27.5)% |  | (15)% |
| Total GHG emissions | 4.58 | 4.63 | (1)% | 5.90 |  | (90)% | (22)% |
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| 1  The update of our baseline to include disposals and acquisitions is ongoing. With improved granularity of Scope 3 data, additional Scope 3 emissions have been quantified  as part of this ongoing update. To enable comparability of our current and past year performance the updated Scope 1, 2 and 3 emissions will be disclosed once the new  baseline figures have been validated by SBTi.  Note: We report our GHG emissions according to the Greenhouse Gas Protocol, published by the WBCSD and the WRI, and have reported our Scope 1 and 2 GHG data  in compliance with ISO 14064:1-2006. ERM CVS has assured, to a reasonable level of assurance, our 2024 absolute Scope 1 and absolute Scope 2 GHG emissions data,  in accordance with ISO 14064-3. | | | | | | | |

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| Group energy consumption and GHG emissions2 |  |  |  |  |
|  | 2024 | | 2023 | |
| Mondi Group | UK operations3 | Mondi Group | UK operations3 |
| Total energy use (billion kWh) | 27.97 | — | 27.15 | — |
| Energy purchased (billion kWh) | 1.47 | — | 1.58 | — |
| Scope 1 emissions (million tonnes CO 2e) | 1.54 | — | 1.75 | — |
| Scope 2 emissions (million tonnes CO 2e) | 0.32 | — | 0.35 | — |
| Scope 3 emissions (million tonnes CO 2e) | 2.72 | — | 2.53 | — |
| Total GHG emissions (million tonnes CO 2e) | 4.58 | — | 4.63 | — |
| Specific GHG emissions (tonnes CO 2e per tonne of saleable production)4 | 0.36 | — | 0.43 | — |
|  |  |  |  |  |
| 2  This table fulfils the Group’s Streamlined Energy and Carbon Reporting (SECR) disclosure requirements.  3  The Group did not own or operate any production sites in the UK in 2023 and 2024.  4  Specific GHG emissions are calculated based on Group total Scope 1 and Scope 2 GHG emissions divided per tonne of saleable production of pulp and paper mills. | | | | |

Note: In previous years, disclosed GHG emissions and energy consumption figures have been primarily based on the Group’s pulp and paper mills. In this report, we disclose

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|  | Driving energy resilience  and efficiency | |
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|  | Our operational excellence teams are key contributors to  our Net-Zero pathway. A great example comes from Mondi  Richards Bay (South Africa). Over the last four years, the  local team adopted a new approach to energy savings and  a broad range of initiatives were executed, resulting in a 7%  improvement in energy efficiency.  The team has executed 14 energy efficiency projects  over two years and integrated further energy efficiency  improvements into its energy projects portfolio. It also  participated in the Group’s Energy Efficiency programme,  conducted via the best practice ISO 50001 framework.  By the end of 2023, the mill achieved ISO 50001 certification  in half the target time. |  |
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|  | Read more on our website  [www.mondigroup.com/news-and-insight/](https://www.mondigroup.com/news-and-insight/) |

total figures for the Group. Therefore, 2023 and 2019 baseline figures have been restated and presented as Group figures.

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#### Mondi Action Plan 2030



#### continued

### Taking Action on Climate

### continued

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Commitment: Maintain zero deforestation in our wood supply, sourcing  from resilient forests | | | |  |
| Target | Performance against baseline | | This year at a glance |  |
| 2023 | 2024 |
| Maintain 100% FSC TM certification in our  own forestry landholdings | ò | ò | We have maintained all certifications in our South African  forestry landholdings. | |
| Procure 100% responsibly sourced fibre with  75% FSC- or PEFC-certified fibre procured  by 2025 and the remainder meeting the FSC  Controlled Wood standard | ò | ò | 100% of our fibre was responsibly sourced, with 76% of wood  FSC or PEFC certified, and the remainder FSC Controlled  Wood. | |
| Implement leading forestry measures to  ensure productive and resilient forests | ò | ò | Continued to implement best management practices in our  plantation forests to support improved growth and minimise  disturbances. | |

#### Forests

#### play an essential role

#### in a circular bioeconom

y as

a source of low-carbon,

renewable, recyclable and

#### compostable material.

Wood fibre is our most important raw

material for producing our packaging and

paper solutions. We take a science-based

approach to active forest management.

Increasing the use of wood-based

products that are responsibly sourced

can help to mitigate the climate crisis

and secure long-term benefits for society.

The cost and availability of raw materials,

including wood, is one of our Group’s

principal risks. There are several factors

which may affect wood supply, such as

increasing competition for wood, driven

by demand for renewable raw materials

and for renewable energy generation,

as well as growing restrictions related

to biodiversity conservation and climate

change mitigation.

We promote a cascading use of wood

approach, which promotes leveraging the

full value of fibre, successively recycling

fibre for products with shorter lifespans

before it is finally burned for green

energy generation.

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#### Secure wood fibre sourcing

Our total wood consumption in 2024 was

![]()

1 The license number of Mondi Paper Sales GmbH – Fibre Packaging/Paper is FSC-C012179 and Mondi Paper Sales – Uncoated Fine Paper is FSC – C015522.

15.2 million m3 (2023: 12.8 million m³). Most

of our mill operations are located in Europe,

where we source wood fibre from external

sources. More than 90% of our wood fibre

is procured from the countries where our

pulp and paper mills are located, offering

multiple benefits including more resilience

and transparency in our supply chain with

lower risks and shorter transportation

distances, which in turn offer cost

advantages and lower GHG emissions.

In South Africa, where we manage

forestry landholdings, we are developing

best practice silviculture and other forestry

management measures to promote tree

growth and resilience.

#### Responsible forest management

We support the development of resilient

forest landscapes by scaling forest

certification development. International

forest certification schemes, such as the

Programme for the Endorsement of

Forest Certification (PEFC) and Forest

Stewardship Council (FSC),1 play an

important role in promoting responsible

practices and increasing availability of

sustainable fibre sources.

In 2024, 100% of our fibre was responsibly

sourced, with 76% FSC- or PEFC-certified,

and the remainder meeting the FSC

Controlled Wood standard (2023: 75%).

We also successfully integrated our new

operations in Canada and our Hinton mill

passed recertification audits against the

PEFC and FSC Chain-of-Custody

standards.

#### Supporting suppliers

Working in close collaboration with our

suppliers and using regionally sourced

wood fibre and biomass, we aim to ensure

a steady supply chain.

Our most vulnerable suppliers are forestry

smallholders, who require support to meet

certification requirements and sell certified

goods. We have made significant progress

in our work with small timber growers in

South Africa through our Group Scheme

certification in recent years.

#### Impact of industry regulation

Our sector faces increasing regulatory

requirements with the new EU Regulation

on Deforestation-free Products (EUDR),

which aims to reduce the EU’s impact

on global deforestation and forest

degradation. We are committed and well-

positioned to meet these requirements for

compliance by the end of 2025. We are

updating our existing due diligence

processes and IT systems, as well as

actively engaging with our suppliers and

customers to ensure we will meet all

regulatory requirements.

We actively engaged with industry

associations, such as Cepi and FEFCO,

on EUDR implementation. We also

promote resilience in European forests

through our TEAMING UP 4 FORESTS

science-business partnership with the

International Union of Forest Research

Organizations (IUFRO). We believe

scientific research is crucial to inform

effective policies and forestry management

best practice, considering the long-term

planning horizons in forestry.

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| 100%  wood fibre responsibly sourced,  with 76% FSC- or PEFC-certified |

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| Commitment: Safeguard biodiversity and water resources in our operations and beyond | | | |
| Target | Performance against baseline | | This year at a glance |
| 2023 | 2024 |
| Conduct water stewardship assessments at  our mills and forestry operations by 2025,  and implement required actions to address  the findings by 2030 | ò | ò | We have completed assessments for 92% of our mills and  forestry operations, up from 54% in 2023. |
| Conduct biodiversity assessments at our  mills and forestry operations, introducing  biodiversity action plans where necessary  by 2025 | ò | ò | We have developed action plans for 92% of our mills and  forestry operations, up from 54% in 2023. |

#### We focus on managing our

#### impacts and dependencies on

water resources and

#### biodiversity to support

ecosystem resilience and

promote the sustainable and

#### efficient use of natural

#### resources.

Within our MAP2030 framework, we have

a holistic approach to climate action and

conserving natural resources. In our pulp

and paper mills, the main impacts on nature

and water relate to withdrawal from and

discharge to freshwater ecosystems. In our

plantation forests, the main nature- and

water-related risks and impacts are

biodiversity loss and reduced water quality

and availability for our own forestry

operations and other land users.

#### Managing our biodiversity

#### impacts

We have conducted biodiversity status

reviews for all our pulp and paper mills

and forestry operations, evaluating our

potential impacts on biodiversity. We have

developed biodiversity action plans for 92%

of our mills and forestry operations.

The plans include strategic investments,

collaboration with other businesses,

scientific organisations and NGOs, as

well as environmental community projects.

We have also identified important

biodiversity sites within a 5km buffer zone

and evaluated the potential impacts on

these. So far, no negative impacts have

been identified.

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| --- | --- |
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|  | GRI Biodiversity disclosure  [www.mondigroup.com/gribio24](https://www.mondigroup.com/gribio24) |

#### Our water stewardship

#### approach

At our mills, we manage water cycles

and maintain the resilience of freshwater

ecosystems, with location-specific

considerations in mind. Our Group Water

Stewardship Standard, developed in

collaboration with WWF and the Alliance

for Water Stewardship, lists the

requirements related to our water

stewardship policy, plans and strategy and

outlines the framework for our water

stewardship assessments. In our South

African forestry operations, we monitor the

state of wetlands using a sample-based

approach and conduct freshwater

monitoring assessments in relevant

river ecosystems.

#### Working in partnership

#### for nature

Through our collaboration with NGOs and

scientific institutions, we aim to improve

our understanding of robust approaches to

ecosystem stewardship, biodiversity and

natural capital management. Our 2024

actions included:

– As a member of WBCSD’s Forest

Solutions Group, we contributed to the

development of the Forest and Nature

Metrics tool, which provides a set of

prioritised metrics most relevant and

practical for measuring and reporting

on the impacts of sustainable forest

management.

– WWF South Africa and Mondi South

Africa extended their WWF-MWSP

partnership for another three years.

The partnership will continue to focus on

water and explore other areas such as

circular economy, land and biodiversity

stewardship, and climate resilience in the

wider Richards Bay area.

– As part of Mondi South Africa's three-

year partnership with the Endangered

Wildlife Trust, which aims to map

biodiversity footprints in our South

African forestry operations, we identified

a list of relevant species and continued

to explore accounting methods for

biodiversity impacts.

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|  | What’s next in Taking  Action on Climate? |  |
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|  | – Continue to improve operational  performance and reduce our  GHG emissions in line with our  Net-Zero targets. |  |
|  | – Continue to engage with our key  suppliers to reduce our Scope 3  GHG emissions, with a focus on  purchased goods and services. |  |
|  | – Continue updating and pilot-  testing our systems to comply  with the EU Regulation on  Deforestation-free Products. |  |
|  | – Review status of biodiversity and  water stewardship assessments  ahead of our 2025 milestone. |  |
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#### Mondi Action Plan 2030

#### continued

### Responsible Business P

### ractices

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| 221128_RICHBAY_PM42_2340_edit_postscatter.jpg | | | | | |
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|  | Built on Responsible white.svg |  | Materiality_icon_orange-01.svg |  | Material topics |
|  |  |  |  | – Biodiversity and fibre sourcing  – Business conduct  – Circular economy  – Water  – Working conditions and  human rights |
|  | Underpinning our MAP2030 commitments |  |  |  |
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Our responsible business practices encompass  environmental performance, human rights, community

and responsible procurement. Each area has its own commitments and targets to guide our actions.

#### Environmental performance

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Commitment: We continually work on improving the environmental performance of our operations  to minimise environmental impacts | | | |
| Target | Performance against baseline | | This year at a glance |
| 2023 | 2024 |
| Reduce specific contact water consumption by  10%  by 2030 from a 2020 baseline | ò | ò | Specific contact water consumption reduced by 4% compared with  our 2020 baseline and remained at the same level as last year. |
| Reduce specific effluent load (measure COD) by  15%  by 2030 from a 2020 baseline | ò | ò | Specific COD emissions decreased by 12% compared with our  2020 baseline, and decreased by 13% since last year, due to  efficiency improvement in wastewater treatment plants in Richards  Bay (South Africa) and Dynäs (Sweden). |
| Reduce specific NOx emissions from our pulp and  paper mills by 10% by 2030 from a 2020 baseline | ò | ò | Specific NOx emissions decreased by 14% compared with our 2020  baseline, and were 4% lower than last year. This is mainly due to  projects in Ružomberok (Slovakia) and Štětí (Czech Republic). |
| Reduce specific waste to landfill by  30% by 2030  from a 2020 baseline | ò | ò | Specific waste to landfill decreased by 46% compared with our  2020 baseline and 4% since last year, mainly due to projects in  Richards Bay (South Africa), Kuopio (Finland) and Dynäs (Sweden). |
| 100% of our operations will be certified according to  globally accepted environmental standards equivalent  to ISO 14001 by 2025 | ò | ò | 100% of our pulp and paper mills and 78% of our converting  operations are ISO 14001 certified. The Group certification figure  increased from 79% in 2023 to 81% in 2024. |

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| 2024  performance key |  |  | Completed |  | ò | On track |  | ò | Behind target |  | ò | Not on track |  |

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#### Human rights

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Commitment: Strengthen governance systems to prevent human rights violations and remedy any  adverse impacts | | | |
| Target | Performance against baseline | | This year at a glance |
| 2023 | 2024 |
| Develop the due diligence and risk assessment  methodology and guidance with the support of the  Danish Institute for Human Rights (DIHR) by the end  of 2021 |  |  | We completed this target in 2021 and have initiated a review  of the methodology against new legislative requirements on  due diligence. |
| 100% of operations with a completed  Human Rights Due  Diligence and risk assessment and action plan in place to  address findings by 2025 | ò | ò | We are on track with the implementation of our due diligence  roadmap, which was developed based on the findings from our initial  human rights risk assessment completed by all operations in 2023. |
| 100% of operations to have addressed their human rights  impacts (investigate, prevent future occurrences and  remedy adverse impacts) by 2030 | ò | ò | No adverse impacts were identified in our operations. To further  mitigate our human rights risks, we will continue to work on the  areas defined. |

#### Communities

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| --- | --- | --- | --- |
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| Commitment: Maintain social investments in our communities to support sustainable development  aligned with local needs | | | |
| Target | Performance against baseline | | This year at a glance |
| 2023 | 2024 |
| Report on our total social investment annually | ò | ò | In 2024, we spent €6.7 million on social investments  (2023: €7.3 million). |

#### Procurement

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| --- | --- | --- | --- |
|  |  |  |  |
| Commitment: We mitigate risks and create greater transparency in our supply chains through our  Responsible Procurement process | | | |
| Target | Performance against baseline | | This year at a glance |
| 2023 | 2024 |
| We will minimise the supplier risk ratio\* year‑on‑year | ò | ò | In 2024, we have scaled up the number of supplier sites screened  from 460 to 2,436. The supplier risk ratio remained at 1%, with 32  supplier sites classified as high risk at year end. |
|  |  |  |  |
| Commitment: Ensure that all our wood fibre (round wood, wood chips and market pulp) is sourced  solely from credible wood sources | | | |
| Target | Performance against baseline | | This year at a glance |
| 2023 | 2024 |
| Maintain 100% of wood fibre compliant with credible  standards (FSC, PEFC, or Controlled Wood) | ò | ò | Achieved in 2024. 100% of our fibre was responsibly sourced, with  76% FSC or PEFC certified, and the remainder meeting the FSC  Controlled Wood standard. |
| For high risk countries, maintain 100% FSC-certified  fibre sourcing or implement additional risk  mitigation measures | ò | ò | This target was achieved in 2024, as no wood from high-risk  countries was imported. |
| 100% PEFC- or FSC-certified market pulp | ò | ò | 94% of market pulp procured in 2024 was PEFC or FSC certified,  with the remainder procured from low risk countries as FSC  Controlled Wood, in line with our minimum standard. Changes in  certification status of forests in our sourcing areas in Europe  impacted the availability of FSC-certified pulp in 2024 and  resulted in us not reaching 100% for the year. |
| 100% PEFC or FSC Chain-of-Custody certification  for our pulp and paper mills | ò | ò | Achieved in 2024 for all operating pulp and paper mills. Our paper  mill in Duino (Italy), which is not yet operational and had no  production in 2024, will be certified in early 2025. |
| We will continue to work with certification bodies to  ensure credibility of the certification and controlled  wood systems | ò | ò | In 2024, we engaged with PEFC and FSC at relevant forums, with  a particular focus on implications of emerging EU regulations,  including the EU Regulation on Deforestation-free Products  (EUDR) and the EU Renewable Energy Directive (EU RED). |

\*Total number of residual high-risk suppliers divided by the total number of suppliers screened.

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#### Mondi Action Plan 2030

#### continued

### Responsible Business Practices

### continued

E

#### nvironmental performance

We aim to use resources wisely and

continuously improve the environmental

performance of our operations to mitigate

potential negative impacts on nature and

local communities.

We work to improve our operational

efficiencies, maintain quality standards,

enhance our long-standing relationships

with our suppliers and partners, increase

operational excellence, and maintain

our position as a recognised leader

in sustainability.

We comply with applicable laws,

regulations and permit requirements,

but go beyond legal compliance through

our ambitious MAP2030 environmental

targets for water, air emissions and waste.

We identify potential impacts and take

mitigation measures to reduce the risk

of negative impact on the environment.

#### Water

Water scarcity and decreasing

groundwater levels are among the most

serious risks facing society. Water is a vital

resource for our production processes and

supply chain; we aim to reduce water

consumption and increase water recycling

in our operations.

We focus on managing water resources

in an efficient and sustainable way, and

investing in our water infrastructure, in

particular in regions with high water-related

risks. Our approach includes:

– assessing and managing our water-

related risks;

– reducing water consumption, e.g. by

investing in water recycling in our mills;

– investing in best available techniques

to treat our waste water and minimise

emissions; and

– developing partnerships with other water

users to manage water-related risks

across entire catchments.

In 2024, we conducted water stewardship

assessments at our pulp and paper mills in

Austria, Finland and Sweden.

We used 218.4 million m3 of water in

our operations and discharged 90% back

to the aquatic environment after treatment

in 2024.

Each operation is responsible for taking

action to reduce its water footprint and

mitigating water-related risks. The

operations regularly review flood

prevention plans, collaborate with local

governments and hydropower energy

providers, and invest in flood protection

solutions where necessary.

In our wastewater treatment facilities, we

treat process water before returning it back

to the aquatic environment. We regularly

monitor the emissions of wastewater

contamination, including chemical oxygen

demand (COD) and adsorbable organic

halogen compounds (AOX), as well as

phosphorous and nitrogen compounds.

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| 90%  water released back to the aquatic  environment after treatment |

#### Air emissions

Our main source of air emissions is the

on-site energy generation in our recovery,

bark and auxiliary boilers, as well as our

lime kilns in our pulp and paper mills.

By modernising our energy facilities,

including up-to-date combustion

modification technologies (such as low

NOx burners), and implementing flue gas

abatement techniques, we have reduced

NOx emissions per unit of energy at our

mills in Ružomberok (Slovakia) and Štětí

(Czech Republic) in 2024.

The air emissions of our plants are strictly

monitored in accordance with regulations.

We regularly monitor SO2, NOx, total

reduced sulphur (TRS) and dust emissions,

and we calculate our CO2 emissions based

on fuel consumption, the use of chemicals,

the emissions of ozone depleting

substances and the methane emissions

from our landfills. We strictly adhere to

permitted limits.

#### Waste

We aim to use resources efficiently ,

reduce our waste disposal and increase the

circularity of material flows. If we are unable

to turn production waste into valuable

secondary raw materials, we focus on

reducing waste to landfill by exploring other

methods of treatment and/or disposal.

We mainly landfill non-hazardous, inorganic

waste streams, such as ashes, green

liquor dregs, and lime mud. Incorrect waste

management may lead to environmental

impacts and can incur treatment and

disposal costs, regulatory penalties and

damage to our reputation.

![Mondi SASB icon_Orange_crop.svg]()

In 2024, we generated around 0.9 million

tonnes of waste, of which 73% was brought

back into value creation processes. 66,358

tonnes of waste were sent to landfill (2023:

65,213 tonnes). We sent 814 tonnes of

hazardous waste to landfill in 2024,

accounting for only 1% of our total landfill

waste (2023: 1%).

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|  | ESRS  & Performance index  [www.mondigroup.com/esrsperformance24](https://www.mondigroup.com/esrsperformance24) |

#### Human rights

We respect and support internationally

proclaimed human rights in our own

operations and across our supply chain.

Working conditions and human rights

are material topics for Mondi. While we

consider all human rights as important,

we focus on the most significant topics

for our operations: fair working conditions,

freedom of association and collective

bargaining, land rights and safeguarding

our environment. We also pay specific

attention to measures preventing modern

slavery and child labour.

Our Human Rights Due Diligence is a

continuous management process that

enables us to identify and assess risks,

define action plans and ensure appropriate

management controls are in place.

Our commitment to human rights as

part of our MAP2030 framework is

to strengthen our governance systems

to prevent human rights violations and

remedy any adverse impacts. We have

clear targets and are on track with the

implementation of our human rights

roadmap, developed based on the findings

of our risk assessment. In 2024, we did not

identify any significant changes in Mondi’s

risk areas, and no adverse human rights

impacts or incidents were reported

in our operations.

We have continued our human rights

awareness raising campaign in 2024 with

training sessions to develop a general

understanding of our human rights focus

areas and actions needed to address risks

and potential impacts.

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Our anonymous whistleblowing and

grievance platform, SpeakOut, is available

to the public and employees alike. In 2024,

we had 120 reports (2023: 90), raising

topics including work-related harassment,

unfair treatment, labour rights, safety,

health and environment matters and

business integrity.

#### Communities

We engage with our local stakeholders

through a variety of methods, which

help us to understand the needs of our

communities and how we impact them.

We then use our findings and insights

to take action.

We have a commitment and target as part

of our MAP2030 framework to report on

our social investment every year. Our social

investments are guided by core principles

of sustainable development, including the

United Nations Sustainable Development

Goals, national and local development

priorities, MAP2030 and our own business

objectives. Our total social investments in

2024 were €6.7 million (2023: €7.3 million),

including monetary and in-kind

contributions, as well as employees sharing

their skills, time and networks. Our social

investment areas include education,

employment and enterprise support,

environmental protection, health and

wellbeing, as well as infrastructure and

community development.

Local engagement plans are developed by

our operations. In South Africa, Community

Engagement Plans are a key part of our

stakeholder engagement approach and are

crucial to improving community relations

and operational sustainability. In 2024,

we focused on understanding progress

on initiatives arising from concerns and

inputs provided by stakeholders in previous

Stakeholder Engagement Conversations.

Our findings showed that local operations

have implemented defined measures

and are strengthening their engagement.

We have gained valuable insights and

the feedback is helping to improve our

relationship with local stakeholders.

#### Procurement

An essential part of our responsible

business practices is continuously

improving transparency and sustainability

in our supply chain through our responsible

procurement. Working in collaboration with

our suppliers, we aim to minimise supply

chain risk and enhance our suppliers’ own

sustainability practices. We have clear

responsible procurement commitments and

targets as part of our MAP2030 framework.

In 2024, our global supply chain included

around 11,000 suppliers in 72 countries. We

procured €6.2 billion in goods and services

from these suppliers (2023: €6.2 billion),

with 58% sourced locally (2023: 57%).

We coordinate global fibre procurement

through a dedicated fibre sourcing team,

using our Due Diligence Management

System to stipulate that we purchase all

our wood fibre from responsible sources

in line with our commitment to zero

deforestation. In 2024, 100% of our wood

fibre was compliant with credible standards

(FSC, PEFC or controlled wood).

Our Central Procurement function

manages the sourcing and leads our

processes for all other materials and

services. We identify sustainability risks and

assess supplier performance through our

Responsible Procurement process. In 2024,

we have scaled up our Responsible

Procurement process from 460 supplier

sites screened in the 2023 pilot, to 2,436

supplier sites, focusing on the highest risk

categories. From these screened supplier

sites, we identified 250 suppliers with

potential high sustainability risk and

followed up with in-depth sustainability risk

assessments. We were able to address

concerns related to 129 of these suppliers

based on their sustainability performance,

and 89 suppliers were either in progress

of conducting the assessment or have

corrective action plans defined. Out of

the 2,436 suppliers screened, 32 did not

engage in our risk assessment or corrective

actions and are therefore considered

potential high risk (1%).

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| 2,436  supplier sites screened for  sustainability risks in 2024 |

#### Business conduct

As a global company, the way we conduct

business and uphold our values impacts

our stakeholders and our business success.

Through our policies, procedures and

regular training, we strive to meet legal

requirements, maintain high business

standards and provide clear guidance

on the behaviour we expect from our

employees when they interact with others.

Our Group Code of Business Ethics sets

out five fundamental ethical principles

(legal compliance; honesty and integrity;

human rights; stakeholders; and

sustainability), which are relevant for

anyone performing services and/or acting

on our behalf. The applications are detailed

in Mondi’s policies and procedures.

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|  | Read more on our policies and procedures  <www.mondigroup.com> |

#### Prevention

 and detection of

#### corruption and bribery

We have zero tolerance for corruption and

bribery. Our Business Integrity Policy details

our values and defines unacceptable

business practices, including bribery and

corruption. Suspected cases of corruption

and bribery are monitored and reported

through line management reporting, as well

as through our anonymous whistleblowing

and grievance platform, SpeakOut.

Employees that are regularly in contact

with business counterparts must complete

mandatory online business integrity training

each year. The training covers topics

including the definition of corruption and

our policies and procedures helping to

identify potential cases.

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|  | Read more in the Sustainable Development  report  2024  <www.mondigroup.com/sd24> |

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#### Stakeholder engagement and Section 172

### How stakeholder considerations shape decision-making

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| Effective stakeholder engagement helps us to understand our operational context better,  including our actual and potential impacts on people and environment. We aim to act  transparently and involve stakeholders across the value chain in planning, decision-making  and project execution. We promote ongoing communication, listening and collaboration to  manage expectations and address concerns. | |  |

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| Mondi-LF-Day4-621_crop.jpg |
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| Our employees |
|  |
| Key topics raised and our response |
| Key themes this year focused on  feedback, an inclusive and safe workplace,  recruiting more women and opportunities  for focused development. We remained  committed to attracting and developing  talent through tailored programmes. In  total 566,333 hours of training were  completed by employees and contractors.  We continued our efforts to foster an  open and inclusive culture through the  Curious Community and Employee  Resource Groups. All employees have  access to our Employee Assistance  Programme or equivalent. We have been  working on promoting psychological  safety and reinforcing a culture of listening  and caring. As part of this, we conducted  a pulse survey on speaking up in 2024,  which had a 78% participation rate. This  high level of engagement provides us with  a representative sample and enables us to  take meaningful action across the  organisation. Safety continued to be a  cornerstone of our efforts. We continued  our focus on Social Psychology of Risk  and trained around 400 leaders. |

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| Our customers |
|  |
| Key topics raised and our response |
| Our ongoing customer engagement  covers a wide range of topics, from  innovative solutions for recyclable or  compostable products designed for a  circular economy, to legislative  developments, such as the Packaging and  Packaging Waste Regulation or the EU  Deforestation legislation, automation  services and our annual Trend Report for  eCommerce, product quality, closed loop  sourcing, carbon emissions and life cycle-  based assessments. In 2024, we assessed  product impacts for 1,776 products and  calculated 224 product carbon footprints.  Together with Amazon, we developed an  innovative padded mailer eCommerce  solution, which received multiple awards.  We hosted two customer events at Mondi  Simet and Mondi Warsaw (Poland)  focused on the need for innovative and  sustainable packaging solutions. We  continued our customer collaboration to  develop solutions to meet customers’  sustainability goals and maintained our  ongoing collaborations with multi-  stakeholder initiatives, such as 4evergreen,  CEFLEX and the Ellen MacArthur  Foundation. |

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| Our suppliers and  contractors |
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| Key topics raised and our response |
| Responsible procurement, quality  management and fair and transparent  tender processes are key topics for our  supplier engagement. We focus on the  sustainability performance of suppliers and  contractors and support them via  continuous capacity building. In 2024, we  scaled up our Responsible Procurement  process and screened 2,436 supplier sites,  focusing on the highest-risk categories.  250 suppliers with potential high  sustainability risk were followed up with  in-depth risk assessment. At year end, 32  supplier sites (1% of suppliers screened)  were classified as high risk. We are  working closely with local procurement  teams to mitigate residual risk; potential  actions include revisiting contractual  agreements, document checks, audits and  switching to alternative suppliers.  The safety of our contractors remained a  priority, particularly during maintenance  shuts. We continued to engage with our  contractors and conducted pre-shut  sessions with the most significant agreeing  on safe methods of work for the high-risk  tasks. No life-altering injuries happened  during annual maintenance shuts in 2024. |

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|  | Section 172 statement |  |
|  | Mondi's Board of Directors act to promote the long term success of the company in a way that considers relationships with our key  stakeholders, their interests, the consequences of our decisions and the impact of our business on the wider world. Pages [50](#i5ea205a98724483f90a2a76cf5ac789a_106)-[51](#i05073fb76a34451a9cd0140cfbb642ce_2-1-1-1-664575) of  the strategic report identify these key stakeholder groups and, along with pages [82](#ib8dec9a5cbb84243a7c37e5134aadc05_21945)-[85](#i00748ed8f9104ee290425502f981a80b_1-1-1-4-577759), provide examples of how we have engaged  with customers, employees and investors during the year. This disclosure illustrates how the directors have fulfilled their duties under  Section 172 of the Companies Act 2006. |  |
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| Our communities |
|  |
| Key topics raised and our response |
| Mondi’s investments are targeted to the  needs of its local communities, supporting  health, environmental protection,  education, local enterprise and  infrastructure. We use a variety of  methods to have effective local  stakeholder engagement. Examples  include Stakeholder and Community  Engagement Plans, Stakeholder  Engagement Conversations and grievance  mechanisms. In 2024, our social  investments were €6.7 million. Examples  comprise supporting five Caritas  Lerncafés that are located close to our  operations in Austria, where children  receive free learning support.  In Ružomberok (Slovakia) the Guardian  Angel project combines stopping unsafe  behaviour with donations to local people  in need. Mondi Świecie (Poland) supports  many cultural events in its local region and  Mondi Štětí (Czech Republic) celebrated  its 75th anniversary with the community,  planting trees and hosting an ecological  programme for children as part of its  EcoDays. Mondi Zimele in South Africa  continues to support livelihoods by helping  to develop local businesses  through various programmes. |

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| 241019_Group Com_investor relations_ProductsInUse_10_2024_Tag50133_crop.jpg |
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| Our investors |
|  |
| Key topics raised and our response |
| Regular meetings were held with  shareholders, debt and equity investors  and analysts, with key topics raised  relating to the Group’s performance,  strategy, capital allocation, expansionary  capital investment projects, returns and  approach to sustainability. Engagement  was primarily through General Meetings,  one-on-one meetings, investor roadshows  and conferences. In January 2024, the  Group held a General Meeting for  shareholders to approve and authorise the  payment of a €1.60 per share special  dividend (totalling €769 million) and  associated share consolidation from the  net proceeds received in 2023 from the  disposal of the Group’s Russian  operations. In May 2024 the Group hosted  its Annual General Meeting, when,  amongst other resolutions, shareholders  approved the final ordinary dividend for  2023. This, together with the interim  dividend, resulted in a total ordinary  dividend for the year of 70.0 euro cents  per share. We also engage with our  banking syndicate and debt ratings  agencies. We held a fixed income investor  roadshow prior to the issuance of a €500  million Eurobond in May 2024. |

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| Our partners and  industry associations |
|  |
| Key topics raised and our response |
| Our partnerships aim to promote solutions  for climate change, biodiversity and water  stewardship, responsible sourcing and  circular economy. We announced a new  collaboration with traceless to develop  bio-based coatings for paper products,  replacing plastic coatings. We are also  working together with EUROSAC and  Cepi Eurokraft to scale the ‘Paper Sacks  Go Circular’ initiative across Europe.  We renewed our partnership agreement  with the World Food Programme for  another three years. We completed the  first phase of our TEAMING UP 4  FORESTS partnership with IUFRO and  presented a joint study on future wood  supply in Europe at COP29. Mondi South  Africa and WWF South Africa extended  their partnership agreement for another  three years.  We engaged with our industry  associations like FEFCO, CEFLEX,  and  Cepi on evolving legislation. As part of  EUROPEN committees, we engaged on  the harmonisation of EU rules and the  Packaging and Packaging Waste  Regulation. We remained an active  4evergreen member contributing to its  deliverables and steering group. |

.

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| 52 |
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#### Task Force on Climate-related Financial Disclosures (TCFD)

### Our climate-related financial disclosures

We

#### are

 committed to

#### continuing to reduce carbon

#### emissions across our operations.

#### Our TCFD journey

Our ambitious targets have steered our

progress over a number of years and

established a platform for our future

investments. As we advance our transition

to a circular economy, we remain committed

to further reducing our emissions.

We recognise that the impact of climate

change gives rise to physical and transition

risks. We also recognise clear opportunities

for our business to drive value accretive

growth with sustainability at the centre

of our strategy.

At  Mondi, we are aiming to reduce our

emissions in line with a 1.5°C scenario

by committing to achieve Net-Zero

greenhouse gas (GHG) emissions reduction

targets by 2050. In 2022, the Science Based

Targets initiative (SBTi) approved our near-

and long-term Net-Zero GHG targets.

We report on our progress against these

targets in line with guidance from the

Financial Stability Board's Task Force on

Climate-Related Financial Disclosures

(TCFD).

The Group’s focus remains on risk

management and mitigation of our

climate change-related risks and

maximising our opportunities.

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|  | Consistency statement  In line with the UK Listing Rules, we confirm that the disclosures included in the Integrated report and financial statements  2024  are consistent with the four TCFD recommendations and 11 recommended disclosures in the all-sector guidance. The table on  this page contains the relevant disclosure locations. |  |
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|  |  |  |  |  |  |
| TCFD recommendations and recommended disclosures | Disclosure location | | Further information | | |
| Governance |  |  |  |  |  |
| a) Describe the Board’s oversight of climate-related risks and opportunities |  | Page [53](#i25f46ab45a714ba2bfdbc2be224c4638_39674) |  |  | Corporate governance report  Page  [80](#i5ea205a98724483f90a2a76cf5ac789a_184)-[110](#id3d05f44935e4047a0344ce50d49b619_3-5-1-1-577759) |
| b) Describe management’s role in assessing and managing climate-related  risks and opportunities |  | Page [53](#i25f46ab45a714ba2bfdbc2be224c4638_39674) |  |  | Taking Action on Climate  Page  [41](#i5ea205a98724483f90a2a76cf5ac789a_127)-[45](#if4a8c733a3574be795d6ce342b93546b_1-1-1-1-577759) |
| Strategy |  |  |  |  |  |
| a)   Describe the climate-related risks and opportunities the organisation  has identified over the short, medium and long term |  | Page [54](#i25f46ab45a714ba2bfdbc2be224c4638_13842)-[57](#i25f46ab45a714ba2bfdbc2be224c4638_13843) |  |  | Principal risks  Page  [60](#i5ea205a98724483f90a2a76cf5ac789a_145) - [69](#i0493c836b34148099f2bc7e3ab149b70_12-1-1-2-577759) |
| b) Describe the impact of climate-related risks and opportunities on the  organisation’s businesses, strategy and financial planning |  | Page [54](#i25f46ab45a714ba2bfdbc2be224c4638_13842)-[55](#i861e94a97800419eb95d832c4ca6ec7b_0-0-2-13-577759) |  |  | Our strategy  Page  [14](#i5ea205a98724483f90a2a76cf5ac789a_67) |
|  | Taking Action on Climate  Page  [41](#i5ea205a98724483f90a2a76cf5ac789a_127)-[45](#if4a8c733a3574be795d6ce342b93546b_1-1-1-1-577759) |
| c)  Describe the resilience of the organisation’s strategy, taking into  consideration different climate-related scenarios, including a 2°C  or lower scenario |  | Page [54](#i25f46ab45a714ba2bfdbc2be224c4638_13842)-[55](#i861e94a97800419eb95d832c4ca6ec7b_0-0-2-13-577759) |  |  | Our strategy  Page  [14](#i5ea205a98724483f90a2a76cf5ac789a_67) |
|  | Taking Action on Climate  Page  [41](#i5ea205a98724483f90a2a76cf5ac789a_127)-[45](#if4a8c733a3574be795d6ce342b93546b_1-1-1-1-577759) |
| Risk management |  |  |  |  |  |
| a) Describe the organisation’s processes for identifying and assessing  climate-related risks |  | Page [58](#ie9190c4c0a294bb5953d4a3ddd460a74_1281) |  |  | Principal risks  Page  [60](#i5ea205a98724483f90a2a76cf5ac789a_145) - [69](#i0493c836b34148099f2bc7e3ab149b70_12-1-1-2-577759) |
| b) Describe the organisation’s processes for managing climate-related risks |  | Page [58](#ie9190c4c0a294bb5953d4a3ddd460a74_1281) |  |  | Principal risks  Page  [60](#i5ea205a98724483f90a2a76cf5ac789a_145) -[69](#i0493c836b34148099f2bc7e3ab149b70_12-1-1-2-577759) |
| c)  Describe how processes for identifying, assessing and managing climate-  related risks are integrated into the organisation’s overall risk management |  | Page [58](#ie9190c4c0a294bb5953d4a3ddd460a74_1281) |  |  | Principal risks  Page  [60](#i5ea205a98724483f90a2a76cf5ac789a_145) -[69](#i0493c836b34148099f2bc7e3ab149b70_12-1-1-2-577759) |
| Metrics and targets |  |  |  |  |  |
| a)  Disclose the metrics used by the organisation to assess climate-related  risks and opportunities in line with its strategy and risk management process |  | Page [59](#i15373fb931d74ceeaf8d79590c39ac12_2353) |  |  | Key performance indicators  Page  [22](#i3578eac656d84134a54c29941cce6c60_4037)-[23](#i21e199fde6be47e5b0bf2a509c7aac23_7-4-1-1-577759) |
|  | Taking Action on Climate  Page  [41](#i5ea205a98724483f90a2a76cf5ac789a_127)-[45](#if4a8c733a3574be795d6ce342b93546b_1-1-1-1-577759) |
|  | Environmental performance  Page  [46](#i81083998d04243ddb7be20cf0507ead0_8219) |
| b) Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 GHG emissions,  and the related risks |  | Page [42](#i91d4e8398e7d4ea8a4c99df7ebbcf12b_0-0-1-5-717710) |  |  | Taking Action on Climate  Page  [41](#i5ea205a98724483f90a2a76cf5ac789a_127)-[45](#if4a8c733a3574be795d6ce342b93546b_1-1-1-1-577759) |
| c) Describe the targets used by the organisation to manage climate-related  risks and opportunities and performance against targets |  | Page [43](#if5426fea747148148babbb0bacc929d6_0-0-1-1-695725) |  |  | Taking Action on Climate  Page  [41](#i5ea205a98724483f90a2a76cf5ac789a_127)-[45](#if4a8c733a3574be795d6ce342b93546b_1-1-1-1-577759) |
|  | Remuneration report  Page [111](#i5ea205a98724483f90a2a76cf5ac789a_220)-[135](#i7f4f0126a10748868b0eba39caa0c2d2_3092) |

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#### Governance

#### The

#### Board

While the Board as a whole has

responsibility for overseeing our approach to

sustainability, the Sustainable Development

Committee (SD Committee), on behalf

of the Board, oversees and monitors our

sustainable development policies, practices

and progress against our MAP2030

commitments and targets. It provides

guidance in relation to sustainability matters,

including climate change-related issues,

and reviews updates of the Group’s

framework of sustainability policies and

strategies, taking into account global best

practice. The Board considers the impact

of climate change-related matters as

part of its decision-making, including in

relation to major capital expenditure,

acquisitions and disposals.

#### The relevant

#### Board

#### committees

The SD Committee met seven times during

2024, with climate change-related matters

discussed by the committee at the majority

of these meetings. Every Board member

normally attends each meeting of the SD

Committee, even if they are not a member

of the committee, providing context for

Board discussions.

The Chair of the SD Committee also reports

back to the Board after every meeting.

Read our Board members' biographies

for more information on their skills

and experience, including in respect

of sustainability-related matters,

on pages [76](#ie52910602c524cc9b3c64edca3aa78f5_1-1-1-1-577759)-[77](#ie52910602c524cc9b3c64edca3aa78f5_23-1-1-1-577759).

Progress against our sustainability

commitments and targets, outlined in

MAP2030, was an integral part of the

SD Committee’s agenda throughout the

year, with each of the key action areas

reviewed and focus given not only to the

current status of each commitment, but

also to the actions being taken towards

achieving these commitments.

Further details of our performance in this

regard can be found on pages [41](#i5ea205a98724483f90a2a76cf5ac789a_127) -[45](#if4a8c733a3574be795d6ce342b93546b_1-1-1-1-577759).

Alongside this, the SD Committee also

spent time considering the climate

change‑related risks and opportunities

facing the Group in the context of the

TCFD recommendations.

Each risk and opportunity was reviewed,

considering in particular the potential

impact. This is an iterative process, with the

quantification of the financial impact

and the methodologies applied being

refined where required, and that these

reviews support the development of the

committee’s understanding of these risks

and opportunities and provide context not

only for Mondi’s  plans for addressing

climate change, but also for its wider

decision-making.

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|  | Consisting of management frameworks, including the Sustainable Development Management System,  the Corporate Governance Code and other management systems, policies and standards | | | | | | | | | | | | | | | | | |  |
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|  |  |  | Chaired by independent non-executive directors | | | | | | | |  |  |  |  | Chaired by the Group CEO | | | |  |
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|  | Purpose |  | Oversees the Group’s  sustainability approach,  policies, performance and  commitments | |  | Oversees the Group's  corporate financial reporting,  the internal control system,  risk management and the  relationship with the  external auditor | |  | Responsible for  recommending overall  remuneration policy  and setting executive  and senior management  remuneration | |  |  |  |  | Management responsibility  for sustainability performance  within operations guided by  the SD Committee | | | |  |
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|  | Responsibilities |  | Responsible for the  governance of sustainability  matters including those  related to environment,  climate change, labour,  diversity and inclusion, human  rights, biodiversity and  product stewardship  Ensures alignment with  global best practice | |  | Oversees the  Group’s  corporate financial reporting  and the risk assessment  process, including sustainability  risks which form part of the  Group's principal risks  Monitors the effectiveness  of the internal control  systems, including the  SpeakOut platform | |  | Responsible for remuneration  being appropriately aligned to  our  MAP2030  commitments | |  |  |  | | Ensures that business unit  line management holds  primary responsibility  and accountability for  sustainability performance | | | |  |
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|  |  |  | Group functions and expert networks | | | | | | | | | | | | |  | Business  unit and  operational  level  responsibilities | |  |
|  |  |  | Provide expert insights and support to business on topics such as sustainable development, legal, human resources,  communications, procurement and internal audit  Expert networks: Safety and occupational health; Social sustainability; Energy; Fire safety;  Environment; Product stewardship; Kraft recovery boiler; and Wood supply | | | | | | | | | | | | | Blue_arrow_LEFT.svg |  |
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#### Task Force on Climate-related Financial Disclosures (

#### TCFD)

#### continued

### Our climate-related financial disclosures

### continued

#### Governance

#### continued

During 2024, the SD Committee also

addressed a number of other key matters

including safety performance and serious

incidents, product stewardship, people

development and diversity, environmental

performance and climate change, nature

and responsible wood sourcing, responsible

procurement, stakeholder relationships and

sustainable development governance and

risks. Further details on the key matters

considered by the SD Committee during

the year can be found on page [110](#i5ea205a98724483f90a2a76cf5ac789a_214).

Additional governance oversight is

provided by the Audit Committee and

Remuneration Committee. The Audit

Committee oversees the  Group’s corporate

financial reporting, annual planning process,

internal control framework and risk

assessment process, which includes climate

change risks. Details on the key matters

considered by the Audit Committee during

the year can be found on page [101](#i5ea205a98724483f90a2a76cf5ac789a_199). The

Board is considering any changes required

to our approach to internal controls as a

result of the revisions to the UK Corporate

Governance Code, particularly in respect of

non-financial information. More information

can be found on page [100](#i152fa35120a64298b91329ef19229cd0_27040). The

Remuneration Committee is responsible for

ensuring that our incentive arrangements

drive the appropriate behaviours that

deliver our strategy, including the alignment

of remuneration to performance against

our MAP2030 focus areas. Details on the

key matters considered by the

Remuneration Committee during the year

can be found on page [111](#i5ea205a98724483f90a2a76cf5ac789a_220)-[113](#i2661df97620841af89547ac9c817d250_117258).

#### The

#### Executive Committee

The Executive Committee, chaired by the

Group CEO , and operational management

teams consisting of senior executives from

across the Group monitor our approach

to sustainability. The Executive Committee

regularly reviews progress against our

sustainability commitments and targets.

In addition, all papers and updates

prepared for the SD Committee, including

those relating to climate change, are

reviewed and discussed by the Executive

Committee, prior to submission to the

SD Committee, allowing the Executive

Committee to develop its understanding

and awareness of sustainability matters

and to provide relevant input.

The Group Technical & Sustainability

Director and the Group Head of

Sustainable Development are responsible

for coordinating actions related to the

Group’s climate change-related risks

and opportunities and providing reports

to the Executive Committee to enable

it to discharge its responsibility.

#### Strategy

Sustainability is at the core of Mondi’s

strategy and values and we have a

long‑standing focus on reducing

greenhouse gas emissions, which has been

achieved through targeted investments to

reduce our reliance on fossil fuels and a

focus on improving energy efficiency

across our operations.

We believe that we have the right strategy,

including our climate transition plan to Net-

Zero by 2050, to address the challenges and

opportunities arising from climate change.

We recognise that there are many

uncertainties around the potential impacts

of climate change and continue to enhance

the quality of our scenario modelling

to further understand these impacts.

We consider that, based on our current

understanding, our strategy is resilient.

The Group’s climate change-related risks

and opportunities are routinely considered

in our strategic and financial planning,

our capital allocation decisions and our

operational management. Climate change

risks have been identified as one of

our strategic principal risks and are

reflected in our accounting policies

and financial reporting.

#### Climate change in our financial

#### statements

The impact of climate change is considered

![]()

![221130_HILTON_FOREST_0171_crop.jpg]()

in the estimates of future cash flows used

in the impairment assessment of goodwill

and property, plant and equipment, as

detailed on pages [167](#i5ea205a98724483f90a2a76cf5ac789a_361), [169](#i5ea205a98724483f90a2a76cf5ac789a_367)-[170](#i5ea205a98724483f90a2a76cf5ac789a_376) and [199](#ifed6a97314ac4341bb9aa46b46a964c4_41013).

Climate change is, as detailed on page [170](#i5ea205a98724483f90a2a76cf5ac789a_379),

included as a factor that impacts the

conversion factor used in the assumptions

for valuation of the Group’s forestry assets

and as a factor incorporated into the risk

premium applied to mature and immature

timber. Climate change was considered in

the assessment of the fair value of assets

and liabilities acquired in business

combinations, as detailed on page [184](#i481f8efa536a4775acf134bda4028d1e_26734)-[185](#i481f8efa536a4775acf134bda4028d1e_26748).

The Group accounting policies reflect the

impact of climate change considerations

in relation to the assessment of the residual

values and estimated useful economic lives

of property, plant and equipment, as

detailed on pages [198](#ifed6a97314ac4341bb9aa46b46a964c4_92614)-[199](#ifed6a97314ac4341bb9aa46b46a964c4_41013), and in relation

to the accounting policy applied for the

valuation of forestry assets and the

assessment of goodwill for impairment.

#### Sustainability-linked financing

The Group’s €750 million revolving multi-

currency credit facility agreement (RCF)

was increased to €1 billion on

2 January 2025. The margin on the facility

is linked to a number of the Group’s key

MAP2030 sustainability targets, classifying

it as a Sustainability-Linked Loan. Linking

our access to capital to our sustainability

performance reflects our commitment to

meeting our strategic sustainability targets.

#### Capital investments

Energy-related investments can drive

decarbonisation and enhance our asset

base. Since 2019, we have invested in and

approved around €500 million of energy

and process efficiency projects, including

a new recovery boiler and biomass boiler

at Richards Bay (South Africa), and a

modernisation project at Dynäs (Sweden).

Our investments aim to optimise energy

and process efficiency and replace fossil

fuel-based energy with renewable sources.

Our current commitments, outlined in

MAP2030, build on the progress we

have achieved so far and set ambitious

near- and long-term Net-Zero targets

into the future.

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#### Our risks and opportunities

We identified six climate change‑related

risks and two climate change‑related

opportunities as financially material to our

business.

We evaluate and report on our short-

(up to three years), medium- (three to

seven years) and long-term (more than

seven years) climate-related transition

and physical risks and opportunities,

and the financial implications.

Transition risks may occur when moving

towards a less polluting, low-carbon

economy. Some sectors of the economy

might face big shifts in asset values or

higher costs of doing business. Climate

change means we may face more frequent

or severe weather events like flooding,

droughts and storms.

The TCFD recommends applying widely

used reference scenarios that are publicly

available and peer reviewed.

Our assessment of the financial

implications of our climate change-related

risks and opportunities was prepared

considering 1.5°C, 2°C and business-as-

usual (BAU) scenarios1, 2, 3.

Physical risks and opportunities are

considered more severe under the BAU

scenario, as under this scenario, physical

climate change-related events are more

frequent and severe with an increased

likelihood of impact on our business.

Under the 1.5°C and 2°C scenarios we still

observe some impacts of physical climate

risks. Our mitigation measures are designed

to reduce the impact of these risks under

the three presented scenarios.

In contrast to physical risks, transition risks and

opportunities increase in likelihood under the

2°C scenario compared with BAU, with earlier

policy action and a more aggressive transition,

and are further amplified under the 1.5°C

scenario. This is driven by an increase in

stricter regulations around carbon and energy

as well as the increased scrutiny of target

achievements through increased market

and customer pressure.

Given the nature of transition risks, the

likelihood of occurrence is lower under

the BAU scenario, as there is limited

change projected to current regulation

and litigation pressures.

During the year, we assessed our climate

change-related risks and opportunities and

have specified the estimated financial

impact, outlining a potential reduction in

operating profit for risks and a potential

increase in operating profit for opportunities,

as disclosed in the tables below and on

pages [56](#i25f46ab45a714ba2bfdbc2be224c4638_13841)-[57](#i25f46ab45a714ba2bfdbc2be224c4638_13843), taking into consideration

mitigation measures implemented by the

Group. These risks and opportunities only

reflect our climate change‑related risks and

opportunities and reflect an update of the

risks and opportunities presented in our 2023

Integrated report. For an overview of all our

Group principal risks, please refer to page [63](#i5ea205a98724483f90a2a76cf5ac789a_154).

#### Key changes in the year

The climate change-related risks and

opportunities are consistent with those

reported in 2023. One risk, chronic changes

in precipitation is removed from this year's

report due to reassessment of water risk.

One opportunity, sale of by-products, is

removed from this year's report as it is no

longer material, due to being partly realised.

The estimated financial impact for the

below risks and opportunities is consistent

with the prior year except for risks 1, 4 and

5, which have been revised lower, taking

into account current expectations

concerning wood and energy costs.

1 The IPCC’s most optimistic scenario describes

a world where global CO2 emissions are cut to

Net‑Zero by around 2050. The scenario meets the

Paris Agreement’s goal of keeping global warming

to around 1.5°C above pre-industrial temperatures,

with warming hitting 1.5°C but then dipping back

down and stabilising around 1.4°C by the end of

the century.

2 The International Energy Agency’s 2°C scenario is

based on limiting global temperature rise to below

2°C above pre-industrial levels under an emissions

trajectory that allows CO2 emissions to be reduced

by almost 60% by 2050 compared with 2013.

Under this scenario emissions are projected to

decline from 2020 and they continue their decline

after 2050 to reach carbon neutrality.

3 The Representative Concentration Pathway’s

8.5 (RCP8.5) scenario is a business-as-usual

(BAU) scenario, which projects the global mean

temperature to rise by 2.6°C to 4.8°C and the

global mean sea level to rise by 0.45 metres

to 0.82 metres by the late 21st century.

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|  | Climate change-related risks and opportunities | | | | | | | | | | |  |
|  | Climate change-related risks | | Annual estimated  financial impact (€m) |  | Timeframe | | |  | Scenario sensitivity | | |  |
|  |  | Short | Medium | Long |  | 1.5°C | 2°C | BAU |  |
|  | Physical  risks | 1. Higher wood procurement costs | 75-140 |  |  | | |  |  |  |  |  |
|  | 2. Risk of flooding | 15-85 |  |  | | |  |  |  |  |  |
|  | 3. South African plantation yield loss | 15-20 |  |  | | |  |  |  |  |  |
|  | Transition  risks | 4. Energy supply costs | 60-110 |  |  | | |  |  |  |  |  |
|  | 5. GHG emissions regulatory changes  (net impact) | 40-80 |  | Orange line with dot_right_short to med.svg | | |  |  |  |  |  |
|  | 6. Asset impairment risk1 | 10-30 |  |  | | |  |  |  |  |  |
|  | Total climate change-related risks | | 215-465 |  |  | | |  |  |  |  |  |
|  | Climate change-related opportunities | |  |  |  | | |  |  | | |  |
|  | 1. Changing customer behaviour | | 120-240 |  |  | | |  |  |  |  |  |
|  | 2. Reduced operating costs through energy efficiency | | 15-25 |  |  | | |  |  |  |  |  |
|  | Total climate change-related opportunities | | 135-265 |  |  | | |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  | Orange line_short.svg  97_97_96_Circle_100%.svg | Anticipated onset of  risk or opportunity  Estimated full impact  of risk or opportunity | |  |  | High likelihood  Low likelihood | |  |
|  | 1 The asset impairment risk is a one-off write-down and not annually recurring. | | |  |  |  |  |  |  |  |  |  |
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#### Task Force on Climate-related Financial Disclosures (

#### TCFD)

#### continued

### Our climate-related financial disclosures

### continued

#### Climate

#### change-related risks: Physical risks

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|  |  |  |  |
| Risk | Risk description | How we manage and mitigate this risk | Annual  estimated  financial impact  (€m) |
| 1. Higher  wood  procurement  costs  Timeframe:  Long term | Temperature increase, changes in rainfall patterns  and windstorms can result in large-scale forest damage.  In  Europe, at lower altitudes, fibre losses from pests  (e.g. bark beetles) and diseases are expected to continue  unless precipitation increases.  A reduction in the cutting capacity of sawmills due  to a lack of spruce saw logs could lead to a change  in the mix of available pulpwood and sawmill chips.  Increasing competition for wood is being driven  by demand for renewable raw materials and timber  for green energy generation to achieve EU GHG reduction  and Net-Zero targets. At the same time, there is a call  to increase forest areas set aside for conservation, which  is reflected in the 2030 EU Forest Strategy. | In mountainous regions, we expect an increase in yearly  forest growth due to rising temperatures. At lower  altitudes, spruce will be mainly replaced with other  softwood species. We are investigating alternatives  to support flexibility in species mix for our future  pulp production.  We invest in research and development projects and  strategic partnerships with forest owners and industries,  NGOs and scientific institutions to foster sustainable  forest management.  This is supported by the sustainable working forest model  and fit-for-purpose certification concepts, which we  developed and promote with our partners.  We also promote the cascading use of wood nationally  and via Cepi on a European level. | 75-140 |
| 2. Risk of  flooding  Timeframe:  Long term | Our mills are often located close to rivers which provide  the water needed for our operations.  Climate change may increase the frequency and extent  of flooding events through surface water flooding  (e.g. after extreme rainfall or rapid snow melting)  or flooding of low-lying coastal regions (due to sea  level rise) which may cause damage to our operations.  While taking into account the investments we have made  at our operations to mitigate the potential impact of  flooding, our risk quantification considers mill downtime  due to wider local infrastructure damage in the event of  a significant flooding event. | Our operations regularly review their flood prevention  plans, collaborate with governments and hydropower  energy providers in the regions where we operate and  invest in flood protection solutions where necessary.  Our current flooding assessments show that our mills are  mostly on elevated ground in relation to flood sources. The  measures implemented are generally sufficient to mitigate  flood risk to an acceptable level. We have ongoing  assessments of additional measures such as  implementation of physical barriers, flood gates and  elevating critical equipment where necessary.  Our geographic diversification enables operational  flexibility to meet customer orders if flooding were  to occur at a mill. | 15-85 |
| 3. South  African  plantation  yield loss  Timeframe:  Medium term | Increased severity and frequency of extreme weather  events may result in disruptions and decreased harvesting  capacity of our managed plantation forests. Extreme  weather conditions may impact plantations through  sustained higher temperatures, which can lead to stronger  winds and increased windfalls. Plantations may be  vulnerable to changes in rainfall patterns and erosion.  Higher temperatures may increase vulnerability of trees  to pests and diseases. Fire remains a challenge for our  South African plantations, exacerbated in years when  drought conditions occur. | Our tree improvement programme aims to produce  stronger, more robust trees that can resist disturbances  such as drought, pests and diseases. We mitigate fire risks  with naturally vegetated open corridors acting as  firebreaks between forest plantations, management of  biomass under the forest canopy and investment in a  modern firefighting fleet and professional firefighters.  We have improved pre- and post-burning assessments at  harvesting sites. These aim to mitigate the risks of erosion  and nutrient loss after prescribed burning to ensure healthy  soils, which are critical for productive plantation forests. | 15-20 |

#### Climate

#### change-related risks: Transition risks

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|  |  |  |  |
| Risk | Risk description | How we manage and mitigate this risk | Annual  estimated  financial impact  (€m) |
| 4. Energy  supply costs  Timeframe:  Medium term | Due to increasing regulation on fossil-based energy  sources, increased demand for renewable energy and the  shifting energy supply mix, the  Group  estimates that our  total energy costs could increase in the medium term by  up to 10-20%.  In the medium to long term, the energy supply mix  transition in Europe  includes the closing of coal-fired  power plants, selective closure of nuclear power capacity  and increased reliance on renewable sources of energy.  Wind and solar energy supply can be inconsistent due to  weather patterns leading to reliance on fossil fuels during  the energy transition period. | We continue to focus on energy efficiency and to  deliver incremental improvements through operational  enhancements and our ongoing capital investment  programme. Biomass, which is sourced mainly from by-  products of the pulp process, accounts for 66% of the  fuels used to generate on-site energy at our operations.  This has been made possible through significant  investments over a number of years in making our facilities  more energy efficient and increasing backward integration,  primarily into biomass-based energy generation.  Investment in improvements to our sourcing of energy and  increased electricity self-sufficiency, including the use of  renewable energy sources, strengthens the energy  efficiency of our operations while reducing operating  costs. Where we generate electricity surplus to our own  requirements, we may sell such surplus. | 60-110 |

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#### Climate change-related risks: Transition risks

#### continued

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| Risk | Risk description | How we manage and mitigate this risk | Annual  estimated  financial impact  (€m) |
| 5. GHG  emissions  regulatory  changes  (net impact)  Timeframe:  Short to  medium term  SASB_mint.svg | 9 of Mondi’s  13 pulp and paper mills fall under the  EU Emissions Trading Scheme (EU ETS). Our mill in Bulgaria  was closed during the year and is not included in the  estimate. No converting operations are part of the EU ETS.  Some of our mills have sufficient EU ETS allowances, while  five may face a deficit in the short to medium term, resulting  in a potential Group net deficit position. Our Swedish mill,  Dynäs, will no longer participate in the EU ETS from 2026  due to investment in biomass-based energy generation,  which takes it above the 95% maximum biomass-based  energy emissions share threshold required for inclusion.  Our quantification excludes the risk that additional mills are  excluded from the EU ETS or allowances cease at our  material operations. Our risk quantification considered an EU  ETS carbon price range of €50 to €150 per tonne CO2.  There is a South African carbon tax on emissions from  fossil fuel combustion at our Richards Bay and Merebank  operations. The South African carbon tax is currently offset  by our forestry-related sequestration allowance; however,  a small cost is anticipated from 2026 onwards. | We collect detailed information on GHG emissions from  our mills and consider the cost of carbon when making  investment decisions.  Our ongoing investments reduce our reliance on fossil  fuels, improve energy efficiency and help to mitigate the  risk of insufficient CO 2 allowances for our EU-based  operations, and reduce CO 2 emissions for our South  African operations. | 40-80 |
| 6. Asset  impairment  risk  Timeframe:  Long term | Driven by evolving regulation, there is a risk that certain  of the  Group’s assets may be susceptible to impairment  if regulations require fossil-based energy plants to be  decommissioned by a certain date.  Our risk quantification considers the estimated carrying value  of fossil fuel-based energy plants in our mills based within the  EU at 2030 and their potential impairment. An impairment is a  one-off write-down of an asset. The mill’s remaining carrying  value is excluded from our quantification as our medium- to  long-term capital investment programme aims to replace  fossil fuel-based energy with renewable sources. | We aim to keep abreast of new and evolving regulations  and take actions to mitigate the impact of changes either  in our own operations or through participation in cross-  value chain partnerships. We also have the resources and  capacity to accelerate low-carbon energy‑related  investments to achieve base load capacity in the instance  of regulatory and/or other required changes. | 10-30 |
| Total annual estimated financial impact of climate change-related risks | | | 215-465 |

#### Climate

#### change-related opportunities

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Opportunity | Opportunity description | How we realise this opportunity | Annual  estimated  financial impact  (€m) |
| 1. Changing  customer  behaviour  Timeframe:  Short to  long term | The growing demand for sustainable packaging is driving  investment, collaboration and innovation to meet evolving  customer needs. Paper-based packaging is renewable and  generally recyclable making it an ideal alternative to less  sustainable solutions. Where certain barriers are required,  flexible plastic packaging can be a better alternative when  manufactured, used and disposed of appropriately.  Leveraging our unique portfolio of paper-based, hybrid and  flexible plastic solutions, we see an opportunity to meet the  demand for more sustainable products, using our leading  corrugated packaging and flexible packaging footprint and  increasing the focus on recyclability and the amount of  recycled content used within our solutions.  Our estimated quantification is based on 1-2% per annum  revenue growth in our packaging businesses in the long  term, driven by growing demand for more sustainable  packaging solutions. | As a leading packaging producer,  Mondi is well positioned  to leverage the Group’s  innovation capabilities, leading  market positions and strong customer base.  We actively collaborate with our customers to develop  innovative solutions that are sustainable by design,  taking industry-wide design for circularity guidelines  into consideration.  We are also investing in our asset base to increase  our cost‑advantaged packaging capacity to meet  growing demand.  We are leveraging strong partnerships to bring  about positive change and drive the transition to  a circular economy. | 120-240 |
| 2. Reduced  operating  costs  through  energy  efficiency  Timeframe:  Medium term | The production of pulp, paper and packaging is energy  intensive and energy generation is the major source  of our GHG emissions. By improving the efficiency of our  energy plants and manufacturing operations, we have  the opportunity to realise cost savings. | Our current capital investment programme continues to  prioritise investments in energy efficiency measures and in  increasing biomass-based energy in our mills.  Further investment projects are planned to meet our  science-based Net-Zero GHG emission reduction targets,  which is also expected to reduce our specific energy costs  and improve energy efficiency. | 15-25 |
| Total annual estimated financial impact of climate change-related opportunities | | | 135-265 |

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#### Task Force on Climate-related Financial Disclosures (TCFD)

#### continued

### Our climate-related financial disclosures

### continued

#### Risk

 m

#### anagement

Climate change is specifically identified

as a standalone  Group  principal risk, as

detailed on page  [65](#i3e85855ab5e941ad968bc06278b9c96f_5-2-1-4-769161) . Climate change

risks, and the related mitigating actions,

are reviewed and updated annually by

the  SD Committee and  the  Audit

Committee. Read about the  Group’s risk

management framework on pages [60](#i30ad4b594c3341eba4830e11212a84f1_5550)- [61](#i955b2ae3eb91418e99b450dc42022711_2-3-1-1-577759).

A cross-functional climate risk

team identifies and assesses our

material climate change-related risks

and opportunities through an iterative

process. The annual review considers the

breadth of our business, across operating

locations and our product portfolio,

including consultations with internal

and external technical subject experts

and senior operational management.

Our climate change-related risks and

opportunities are reviewed and approved

by the  Executive Committee and the

SD Committee annually.

Climate change-related risks and

![]()

![mondi_brush_mint-2_crop.png]()

opportunities are managed and where

possible mitigated by our operational

management team and through

our capital investment programme.

The climate change-related risks and

opportunities are considered in the

preparation of, and integrated in, the

Group’s three-year 2025-2027 plan

(budget period).

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| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  | Climate-related risk integration into our risk  management framework | |  |
|  | TCFD risk management graphic)_V11.svg | |  |
|  | Group risk  – Climate change is specifically identified as a standalone  Group  principal risk  – Detailed annual risk assessments performed across the  Group  – Regular review of climate change-related matters by the SDC  Risk monitoring  – Monitor progress against our science-based Net-Zero targets for Scope 1, 2 and 3  emissions based on a 1.5°C global warming scenario  – Review of the impact of climate change-related risks and opportunities on budget planning  Operational mitigation and controls  – Invest to optimise energy and process efficiency and replace fossil fuel-based energy with  renewable sources  – Risk mitigation tools such as detailed flood management plans | |  |
|  |  | Risk management framework  Page  [60](#i30ad4b594c3341eba4830e11212a84f1_5550)- [61](#i955b2ae3eb91418e99b450dc42022711_2-3-1-1-577759) |  |
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#### Metrics

#### and targets

The  Group  uses a variety of metrics to

measure the current and potential impact

of our climate change-related risks and

opportunities, such as GHG emissions.

The targets covering GHG emissions

from Mondi’s operations and value chain

(Scope 1, 2 and 3) are consistent with a

reduction required to keep global warming

to 1.5°C by 2050 and prevent the most

damaging effects of climate change

according to the latest climate science.

Direct GHG emissions are from our energy

plants through combustion of fuels to

generate the energy required for our

manufacturing (Scope 1). We also purchase

energy from the grid (Scope 2) and have

indirect GHG emissions throughout the value

chain, mainly as a result of our purchase of

raw materials, fuel and transportation, which

together make up 97% of our total Scope 3

emissions. We are acting across all three

Scopes and working closely with our

partners to reduce GHG emissions for

our business and our value chain.

Our science-based Net-Zero targets

include both near- and long-term GHG

emissions reduction targets and are

approved by the SBTi. Due to changes in

our company structure, we have initiated a

recalculation of our emissions, in line with

the SBTi guidelines.

We understand that forests have a key

role in tackling climate change. We remain

committed to zero deforestation in

our wood fibre supply chains and to

maintaining carbon sinks in forestry

through implementation of best forest

management and silviculture practices.

|  |  |
| --- | --- |
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|  | Taking Action on Climate  Page  [41](#i5ea205a98724483f90a2a76cf5ac789a_127)- [45](#if4a8c733a3574be795d6ce342b93546b_1-1-1-1-577759) |

We report our GHG emissions according

to the Greenhouse Gas Protocol, published

by the WBCSD and the WRI, and have

reported our Scope 1, 2 and 3 GHG data

in compliance with ISO 14064:1-2006.

ERM CVS has assured, to a reasonable level

of assurance, our 2024  absolute Scope 1

and absolute Scope 2 GHG emissions data,

in accordance with ISO 14064-3, and to

a limited level of assurance our Scope 3

GHG data.

Given the strategic importance

of sustainability, a portion of the Group’s

executive directors' and the wider senior

management's remuneration is linked

to their contribution to the overall success

of MAP2030, including our GHG reduction

targets. 20% of the annual bonus awarded

to members of the Executive Committee,

which includes the Group CEO

and the Group CFO, and more than

3,000 employees across the Group,

is linked to sustainability objectives.

|  |  |
| --- | --- |
|  |  |
|  | Remuneration report  Page  [111](#i5ea205a98724483f90a2a76cf5ac789a_220) - [135](#i7f4f0126a10748868b0eba39caa0c2d2_3092) |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Metrics and targets used to assess and manage outcomes of climate-related risks and opportunities | | | |
| Climate-related risk or opportunity | Metrics and targets | Further information | |
| Risk | | | |
| 1. Higher wood procurement  costs | Trends in raw material market prices and availability are closely monitored through internal  procurement reporting |  | Page [49](#i81083998d04243ddb7be20cf0507ead0_8218) |
| 2. Risk of flooding | Insurance report prepared internally and by external specialists provide monitoring  and preparedness assessments |  | Page [48](#i81083998d04243ddb7be20cf0507ead0_139305) |
| 3. South African plantation  yield loss | Climate-related impacts on plantation yields are measured and reflected as a component  of the risk premium applied to immature and mature timber in the Group's forestry asset  valuation, including factors for the anticipated impact of climate change on water scarcity  and fire risks. Yield metrics for South African plantations are tracked |  | Page [44](#ie3a852fc956a42d5b25f574ff415ea90_205771) |
| 4. Energy supply costs | Metric: Biomass sources, mainly from by-products of the pulp process  Unit of measure: Percent of fuels used to generate on-site energy at our operations  2024: 66% 2023: 62% |  | Page [42](#i91d4e8398e7d4ea8a4c99df7ebbcf12b_0-0-1-5-717710) |
| 5. GHG emissions regulatory  changes (net impact) | Metric: Total Scope 1 and Scope 2 emissions  Unit of measure: million tonnes CO2e  2024: 1.86  2023: 2.10 |  | Page [42](#i91d4e8398e7d4ea8a4c99df7ebbcf12b_0-0-1-5-717710)-[43](#if5426fea747148148babbb0bacc929d6_0-0-1-1-695725) |
| Related target: Reduce our Scope 1 and 2 GHG emissions by 46.2% by 2030  from a 2019 baseline. |  |  |
| 6. Asset impairment risk | Annual impairment assessments are performed including considerations  of climate‑related risks |  | Page [57](#i25f46ab45a714ba2bfdbc2be224c4638_13843) |
| Opportunity | | | |
| 1. Changing customer  behaviour | Metric: Reusable, recyclable or compostable products  Unit of measure: Percent of Group revenue  2024: 87% 2023: 85% |  | Page [34](#i7f920c1b5d7e411a8c4f05a61c7af905_0-0-1-5-665038) |
| Related target: 100% of our packaging and paper products are reusable, recyclable  or compostable by 2025 |  |  |
| 2. Reduced operating costs  through energy efficiency | Metric: Total share of renewable energy  Unit of measure: Percent of Group energy from renewable sources  2024: 79% 2023: 75% |  | Page [42](#i91d4e8398e7d4ea8a4c99df7ebbcf12b_0-0-1-5-717710) |

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#### Principal risks

### Managing our risks

#### Our



#### Group

#### risk management

#### framework

#### and internal control

environment are designed to

#### protect shareholder value while

#### managing risks and identifying

#### opportunities.

#### Our risk management

#### framework

The Board  has overall responsibility

for setting the Group’s strategy and is

responsible for monitoring and maintaining

the effectiveness of the Group’s risk

management activities and internal control

processes. The Board has put in place

procedures for identifying, evaluating and

managing the risks faced by the  Group.

The Board has determined the Group’s

residual risk exposure and related risk

appetite, using a risk rating matrix

which takes into consideration both the

likelihood of the risk event occurring and

the magnitude of the impact in the event

that the risk event occurs. The risk rating

matrix is based on the residual risk

that the Group  faces after taking into

consideration the internal control

environment and related mitigating actions

and controls. The Board has established

specific appetite levels for each principal

risk, ensuring that our risk exposure

remains appropriate at all times. The Board

considers changes to principal risks and risk

appetite, and also reviews emerging risks

during the year.

The Audit Committee performs an annual

review of the Group’s principal risks and

related mitigation, including consideration

of acceptable risk appetite levels for the

Group. Each of the Group’s principal risks,

related risk appetite and emerging risks are

reviewed in detail by either the Board, the

Audit Committee or the Sustainable

Development Committee through the

course of the year, considering the detailed

risk description, the controls and mitigating

actions in place, the level of internal and

external assurance obtained, and the

resultant residual risk exposure.

Business units are required to conduct

an annual, detailed review of their risks

and maintain a risk register which is

reviewed and approved by the business

unit operating committees. The risk

management process ensures that the

various business unit operating committees

review the principal and emerging risks

in their respective businesses and identify

the actions and controls to mitigate these

risks. Risk management is embedded in all

decision‑making processes and captured

in our policies, procedures and delegated

authorities, with ongoing review by the

Board and risk assessments forming part

of all investment decisions.

In combination with the Audit Committee,

the Board has conducted, over the course

of the year, a robust assessment of the

Group’s principal and emerging risks and it

is satisfied that the Group  has effective

systems and controls in place to manage

these risks relative to the risk appetite

levels established.

#### Our internal control

#### environment

Our internal controls aim to provide

reasonable assurance as to the accuracy,

reliability and integrity of our financial

information and non-financial disclosures

and the Group’s  compliance with

applicable laws, regulations and internal

policies, as well as the effectiveness

of internal processes.

Through our structured approach, the

control environment is subject to regular

monitoring and review to reduce the

likelihood of any significant deficiencies

arising. Control weaknesses are identified

and addressed, and new or emerging risks

are identified early and monitored regularly.

The Group’s internal control systems have

been in place for the year under review and

up to the date of approval of the Integrated

report and financial statements 2024 and

are in accordance with the Guidance on

Risk Management, Internal Control and

Related Financial and Business Reporting

issued by the Financial Reporting Council.

No significant failings or weaknesses were

identified in the internal control systems

for the year under review.

The Board and its committees have

approved the Group’s financial, business

conduct, operating and administrative

policies, including those relating to

delegation of signing authorities and

information security. The policies provide

a framework for the Group’s internal

control environment and prescribe required

standards of behaviour. Business units are

required to ensure that they adhere to

approved Group policies and that they

have implemented their own supporting

policies where appropriate. In line with the

approved delegation of authorities, specific

matters are reserved for Executive

Committee or Board approval, including

the approval of major capital investments,

acquisitions and disposals.

Management is responsible for regularly

reviewing the Group’s financial

performance, and it is the responsibility

of management at all operational levels

to ensure that risks are appropriately

managed and a proper internal control

environment is in place to anticipate and

respond to risks. The Group’s financial

reporting process includes the monthly

results and management reports, the

three-year 2025-2027 plan (budget period),

and three updates to the first budget year

during the course of that budget year.

Detailed monthly management reports and

variance analyses comparing actual with

prior year results are prepared. In-depth

reviews of business units and market

developments are performed regularly, and

are designed to ensure ongoing monitoring

of financial and sustainability performance

and early identification of potential issues

and/or emerging risks. In addition, the

Board reviews the Integrated report and

financial statements to ensure it is fair,

balanced and understandable, and the

Audit Committee reviews and approves

the accounting policies each financial year.

The Board is considering any changes

required to our approach to internal

controls as a result of the revisions to

the UK Corporate Governance Code,

particularly in respect of non-financial

information. More information can be

found on page [100](#i152fa35120a64298b91329ef19229cd0_27040).

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|  |  |  |  |  |  |  |  |  |  |
|  | Our risk management framework and internal control environment | | | | | | |  |  |
|  | External audit  External assurance  is provided through  external audit which  is designed to detect  material errors and  material irregularities  that impact the  financial statements |  | Board | | | | | |  |
|  |  |  | Overall responsibility for the Group’s strategy and risk management | | | |  |  |
|  |  |  | Determines risk appetite in line with Group  strategy, and approves the Group’s risk management framework | | | |  |  |
|  |  |  | Approves the annual three-year plan | | | |  |  |
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|  |  | Sustainable Development Committee | |  | Audit Committee | | |  |
|  |  | Monitors and reviews material safety, health, environmental  and other sustainable development risks, including climate  change risks and opportunities | |  |  | Reviews and monitors the adequacy and  effectiveness of the  Group’s internal control and risk  management processes |  |  |
|  |  |  |  |  |  | Ongoing review of the principal risks through the course of the year |  |  |
|  | Double Grey arrows.svg |  |  |  |  |  | Approves the annual internal audit plan |  |  |
|  |  |  |  |  |  |  |  |  |
|  | Internal audit  The Group  has a  centrally coordinated  Internal Audit function  that reports directly  to the Audit  Committee and is  mandated to perform  Group-wide reviews  of key processes,  projects and systems,  based on the  Group’s strategy  and principal risks |  | Executive Committee | | | | | |  |
|  |  |  | Formulates risk management policies in terms of the approved risk management framework to ensure risks are managed considering  established risk appetite levels | | | |  |  |
|  |  |  | Assesses and monitors risks on an ongoing basis | | | |  |  |
|  |  |  |  |  |  |  |  |  |
|  |  | Business units | |  | Group functions | | |  |
|  |  | Hold the ownership, responsibility and accountability for assessing  and mitigating risks as well as implementing risk management  policies and procedures | |  |  | Responsible for oversight of adherence to the Group’s  policies,  procedures and controls; facilitation of the implementation of  risk management practices; and management of specific risk  areas that benefit from central coordination (e.g. finance, information  technology, legal, procurement, safety and health,  sustainable development, tax and treasury) |  |  |
|  |  |  |  |  |  | Work closely with the business units to manage and monitor these risk areas |  |  |
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|  | The three levels of assurance in our internal control environment | | | | | |  |
|  | Operational management  – Key policies and procedures covering all main areas  of business conduct are approved by the  Board  and each business unit and  Group function is required  to adhere to these overall Group policies.  – Management is responsible for regularly reviewing  its entity’s operating, financial and sustainability  performance and for preparing and reviewing  monthly management accounts and business  reports as appropriate.  – Twice a year, all financial managers are required  to complete an internal control assessment  and provide written confirmation of compliance  with Group  policies and procedures. This formal  confirmation highlights any control weaknesses  or deficiencies identified. |  | Management review  – Management is responsible for regularly reviewing  the  Group’s  operating, financial and sustainability  performance, including monthly management  accounts, and the progress of significant capital  investment projects.  – Management at Group  level and, in more depth,  at business unit level, is responsible for a detailed  assessment of current market conditions.  – The Group  functions (including finance, information  technology, safety and health, sustainable  development, tax and treasury) each have  Board ‑approved policies in place against which  conduct is regularly assessed. |  | Independent assurance  – Internal audit.  – Regular reviews and vetting by external regulatory  and non-regulatory parties, as required and as part  of our operational management, including ISO  certification, Sustainable Development report  assurance and information security programmes.  – The Group sustainable development key  performance indicators are externally verified. | |  |
|  |  |  |  | Sustainable Development report 2024  <www.mondigroup.com/sd24> |  |
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|  |  | Grey_arrow_1.svg | Risk management process |  |
|  | Continuous  improvement  strengthens our  processes in line with  our risk management  framework | Risk Management Process_v6_ctp.svg |  |
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#### Principal risks

#### continued

#### Principal

#### risks in

2024

Over the course of the past year, the  Board

and the Audit Committee have reviewed

the Group’s  principal and emerging risks.

In evaluating the Group’s  risk management

and internal control processes, the Audit

Committee has considered both internal

and external audit reports and received

confirmation from the finance directors

of the business units that the Group’s

control frameworks have operated

satisfactorily. The sustainable development

risks considered throughout our business

have been reviewed by the Sustainable

Development Committee during the year.

Sustainable development risks that are

considered to be principal risks are

reviewed by the Audit Committee as

part of the annual review process.

A detailed risk assurance map is used

to present our principal risks to the

Board, Audit Committee and Sustainable

Development Committee, facilitating

comprehensive discussions on risk.

The Group remains committed to

the continuous improvement of risk

assessment, risk management and

risk reporting.

#### Key changes in the year

The Group’s most significant risks are

long term in nature. The assessment

of the principal risks is updated annually

to reflect the developments in our

strategic priorities and Board discussions

on principal and emerging risks.

The outcome of the review of the Group

principal risks is that there are no changes

to the risk ratings as presented on the

Group risk map.

The Board considered decreasing the

risk rating for cost and availability of raw

materials due to a stabilised procurement

environment; however, the risk rating

was maintained due to longer-term

structural changes in the pricing and

availability of wood.

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|  | Emerging risks  The Board introduced a new emerging  risk related to the integration of a  major acquisition, prompted by the  announced acquisition of the Western  Europe Packaging Assets of  Schumacher Packaging, which is  scheduled to complete in the first half  of 2025.  The risks noted relating to a major  acquisition included the integration  of a private company into a public  company environment, the scale of  the acquisition, the need to integrate  IT systems and the combining of  different corporate cultures.  The Board is confident that risks  associated with the acquisition will be  well mitigated, and that inclusion as an  emerging risk and not as a principal  risk is the correct assessment. | |  | In 2023, the Group noted one emerging  risk concerning the execution of major  capital expenditure projects. This  emerging risk was amended in 2024 to  an emerging risk labelled start-up and  commercial ramp-up of major capital  projects. The amendment is due to the  current phase of the Group’s capital  investment programme. The emerging  risk is managed through mitigating  activities, such that the residual risk  exposure is not considered significant.  Asset start-up and commercial ramp-  up are planned in detail and updated  from initial project inception through  to completion. Post‑investment reviews  are conducted on major capital  investments to evaluate the project  execution against the plan and identify  lessons learnt. We will continue to  monitor and mitigate potential  risks relating to the start-up and  commercial ramp-up of major capital  projects in the year ahead. |  |
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|  | Our principal risks | | | |  |  |  | Link to strategy | | | |  |
|  |  |  | Delegated risk owner |  |  |  |  |  |
|  | Strategic | |  | Industry productive capacity | | | Executive Committee | ● | ● |  |  |  |
|  |  | Product substitution | | |  | ● |  | ● |  |
|  |  | Fluctuations and variability in selling prices  or gross margins | | | ● | ● |  | ● |  |
|  |  | Country risk | | |  | ● |  |  |  |
|  |  | Climate change risks | | | Group Head of Sustainable Development | ● | ● |  | ● |  |
|  | Financial | |  | Capital structure | | | Group CFO | ● | ● |  |  |  |
|  |  | Currency risk | | | Group Treasurer | ● | ● |  |  |  |
|  |  | Tax risk | | | Group Head of Tax | ● | ● |  |  |  |
|  | Operational | |  | Cost and availability of raw materials | | | Chief Procurement Officer | ● |  |  |  |  |
|  |  | Energy security and related input costs | | | Group Head of Operations | ● | ● |  |  |  |
|  |  | Technical integrity of our operating assets | | | ● | ● |  |  |  |
|  |  | Environmental impact | | | Group Head of Sustainable Development | ● |  |  |  |  |
|  |  | Employment and contractor health and safety | | | Group Head of Safety & Health |  |  | ● |  |  |
|  |  | Attraction and retention of key skills and talent | | | Chief People Officer |  |  | ● |  |  |
|  |  | Cyber security risk | | | Chief Information Officer | ● | ● | ● | ● |  |
|  | Compliance | |  | Reputational risk | | | Executive Committee |  | ● | ● | ● |  |
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|  | Link to strategy  Our principal risks, independently or in combination, may impact the  Group’s  ability to deliver on its strategy. The above table  indicates the components of our strategy that are most likely to be impacted as a result of each principal risk and are defined below: | | | | | | | | | | |  |
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|  | Group risk map  The risk map presents our principal  risks based on a risk exposure score  which assigns a higher weighting  to the impact of a risk event than  to the perceived likelihood. This  emphasises the prioritisation and  escalation of risks that could have  the greatest impact to our business.  The principal risks reflected on the risk  map are updated annually. There were  no changes to the risk positions since  last year. | | | | |  |  |  |  |  |  |  |
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|  | Drive performance along the value chain | | | | | | | | | |  | Invest in quality assets | | | | | | | | | |  |  |  |  |  |  |
|  | Empower our people | | | | | | | | |  |  | Partner with customers | | | | | | | | | | | | | | | |

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#### Principal risks

#### continued

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|  | Strategy key |  |  |  | Risk trend key | |  |
|  | Drive performance along  the value chain | Invest in quality assets | Empower our people | Partner with customers | Increase_arrow_red.svg    Decrease_arrow_green.svg | Increased  No change  Decreased |  |
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|  | Strategic risks | |  |  |  |  |  |  |
|  |  | Industry productive capacity |  |  |  |  |  |  |
|  | Description | |  | Key mitigation | |  | Risk owner  Executive  Committee  (oversight CEO)  Risk trend    Link to  strategy |  |
|  | – Market supply/demand balance is impacted by large  incremental new capacity additions.  – Unless market growth exceeds capacity additions, excess  capacity may lead to lower selling prices.  – Plant utilisation levels are the main driver of profitability in  our production sites. | |  | – Monitor industry developments in terms of changes in capacity and  utilisation levels both short and long term, as well as market trends and  trade flows in our product markets, enabling us to establish target  capacity utilisation levels in the short term and to evaluate capital  investment projects in the long term.  – Strategic focus on owning cost-advantaged assets, with consistent  investment to secure our competitiveness, coupled with increasing our  exposure and focusing on developing solutions in structurally growing  packaging markets.  – Maintaining strong relationships with machine suppliers to identify  current market developments and technologies, coupled with a routine  review of our asset portfolio and capacity utilisation levels to identify  underperforming assets and take decisive action to drive performance. | |  |  |
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|  |  | Product substitution |  |  |  |  |  |  |
|  | Description | |  | Key mitigation | |  | Risk owner  Executive  Committee  (oversight CEO)  Risk trend    Link to  strategy |  |
|  | – Changes in consumer preferences and socio-economic  and demographic trends can affect the demand for  packaging and paper products in general, and demand  for specific grades of our products in particular.  – Substitution can be to a different packaging or paper  substrate or to a different solution meeting the same need.  – With increased public awareness of sustainability  challenges and our customers’ focus on sustainable  packaging, on balance, our business faces more  opportunities than risks, underpinned by the transition to  more sustainable solutions, although there could be  pressures on certain areas of our portfolio.  – Product substitution trends, many of which benefit  Mondi , are, for example: replacing plastic-based with  paper-based packaging; moving to mono-material  recyclable plastic packaging solutions; lighter weighting  of products; increasing the recycled content in  packaging; demand for certified and responsibly  produced materials; and the impact of digital media on  uncoated fine paper demand.  – The EU's Packaging and Packaging Waste Regulation  (PPWR) is expected to further influence product  substitution. | |  | – A wide portfolio of paper-based and flexible plastic-based solutions  provides protection from the effects of substitution.  – Engagement with customers and consumers to help understand and  drive a more sustainable approach to their packaging requirements.  – Development of sustainable, competitive and cost-effective products.  – Continuous focus on products enjoying positive substitution dynamics  and growing regional markets.  – Regular monitoring of trends and new developments in our  product markets.  – Continued collaboration with stakeholders across the value chain such  as the Ellen MacArthur Foundation and Cepi.  – Providing product impact and life cycle analysis insights to customers  through our Product Impact Assessment tool, product carbon  footprints and other expert analysis on trade-offs. | |  |  |
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|  |  | Fluctuations and variability in selling prices or gross margins | | | |  |  |  |
|  | Description | |  | Key mitigation | |  | Risk owner  Executive  Committee  (oversight CEO)  Risk trend    Link to  strategy |  |
|  | – Price fluctuations in our key paper products can have  material profit and cash flow implications.  – Selling prices are influenced by changes in capacity and  demand for our products, which are, in turn, influenced  by macroeconomic conditions, competitive behaviour,  consumer spending preferences and inventory levels  maintained by our customers.  – Changes in prices differ between products and  geographic regions, and the timing and magnitude of  such changes have varied significantly over time.  – Gross margins in our converting operations are impacted  by fluctuations in key input costs, such as paper, which  cannot be passed on to customers in all cases. | |  | – Strategic focus on higher growth markets and products where we  enjoy a competitive advantage through innovation, proximity or  production cost.  – Continued investment in our high-quality, cost-advantaged asset base,  ensuring we maintain our competitive cost position while developing  businesses in higher growth markets with better long-term fundamentals.  – Exposure to price volatility of key input costs is reduced by our high  levels of vertical integration.  – Financial policies and contract structures take the inherent price  volatility of the markets in which we operate into consideration.  – Ongoing monitoring of current market fundamentals, market demand  trends and market prices, enabling evaluation of price expectations in  the short term and increased understanding of long-term trends.  – Continuous monitoring of our order intake to identify changing trends  and developments in our own product markets.  – Frequent review of gross margin development in order to monitor price  pass-through to customers. | |  |  |
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|  | Strategic risks continued | |  |  |  |  |  |  |
|  |  | Country risk |  |  |  |  |  |  |
|  | Description | |  | Key mitigation | |  | Risk owner  Executive  Committee  (oversight CEO)  Risk trend    Link to  strategy |  |
|  | – The  Group operates in a number of countries with  differing political, economic and legal systems. In some  countries, such systems are less predictable than in  countries with more developed institutional structures.  Political or economic upheaval, changes in laws,  nationalisation, or expropriation of assets may have a  material effect on our operations in those countries.  – The current macroeconomic environment is impacted by  a number of uncertainties, including the effects of  increased protectionism, use of trade tariffs and  economic sanctions.  – In South Africa, the Group is subject to land claims and  could face adverse land claim rulings.  – Sustained higher inflation is evident in many economies.  Türkiye is experiencing a hyperinflationary economic  environment. | |  | – Our geographic diversification and decentralised management  structure reduce our exposure to any specific jurisdiction.  Our operational management teams have strong localised operational  experience.  – Capital and debt are structured in each country based on assessed  risks and exposures in order to mitigate the effect of country specific  risks.  – Regular review of our sales strategies to ensure compliance with trade  restrictions and sanctions and to mitigate export risk in countries with  less predictable environments and, where possible, obtaining credit  insurance.  – Country-specific risk premiums are approved by the  Board to be  added to the required returns on investment projects in those  countries where risks are deemed to be higher; new investments  are subject to rigorous strategic and commercial evaluation.  – Maintain a permanent internal audit presence and operate asset  protection units in large operations in higher risk locations.  – In South Africa, the Group has settled a number of land claims  structured as sale and leaseback arrangements, which provide  a framework for settling future land claims.  – Regular formal and informal interaction with government officials, local  communities and business partners helps us to remain abreast of  changes and new developments. | |  |  |
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|  |  | Climate change risks | | | |  |  |  |
|  | Description | |  | Key mitigation | |  | Risk owner  Group Head of  Sustainable  Development  Risk trend    Link to  strategy |  |
|  | – Climate change risks will likely impact our business in the  future.  – Greenhouse gas (GHG) emissions are regulated in many  countries and regions where we operate, with increasing  regulation and climate change-related transition risks  potentially impacting our costs. The energy we require to  manufacture our products results in Scope 1 and Scope  2 GHG emissions. Our value chain emissions contribute  to our Scope 3 emissions.  – Climate change is creating both physical and transition  risks which impact forests, and which pose a threat to  our access to sustainable fibre, the main raw material for  our paper products.  – Customers and consumers are concerned about the  consequences of climate change and are looking for  solutions produced from renewable materials and  reduced carbon footprints. Investors consider the climate  impact of their portfolios.  – Our climate change risks include transition and physical  risks. Transition risks include regulatory risks, for example  GHG emission-related regulatory changes and energy  supply cost volatility due to changes in future energy  supply mix. Physical risks include the impact of changing  precipitation patterns and increased costs driven by a  shortage of wood supply in the long term due to physical  impacts such as droughts, pests and diseases. | |  | – Reducing our GHG emissions through a combination of capital  investment and ongoing efficiency programmes to improve our energy  efficiency, increasing the use of biomass-based fuels and decreasing  carbon-intensive energy sources.  – Our geographically diverse mill locations mean that the Group sources  wood from diverse regions and forest types, mitigating the potential  impacts of climate change on our wood fibre raw materials, particularly  in Europe. In South Africa , we continue to investigate and select trees  which require less water and are more resistant to pests and disease.  – Monitoring and measuring our impact on climate change, reporting and  having our GHG emissions and energy usage independently assured.  – Committing to transition to Net-Zero in line with a 1.5°C scenario  by 2050 and working on reducing our emissions in line with our  approved SBTi targets across Scope 1, 2 and 3 emissions.  – Investigating and reporting on climate change risks and opportunities in  adherence to internationally accepted recommendations, such as those  published by the FSB’s TCFD. | |  |  |
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#### Principal risks

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|  | Financial risks | |  |  |  |  |  |  |
|  |  | Capital structure |  |  |  |  |  |  |
|  | Description | |  | Key mitigation | |  | Risk owner  Group CFO  Risk trend    Link to  strategy |  |
|  | – An inability to maintain a strong and stable financial  position would limit the Group's strategic flexibility and  ability to take advantage of opportunities.  – Our ability to raise debt and/or equity financing is  significantly influenced by general economic conditions,  developments in credit markets, equity market volatility  and our credit rating.  – Failure to obtain financing at reasonable rates could  prevent us from realising our strategy and have a  negative impact on our competitive position. | |  | – Maintaining strong investment grade credit metrics provides access to  global debt capital markets.  – Our central Treasury function operates under a Board-approved  Treasury Policy, targeting investment grade credit ratings and with  access to diverse sources of funding with varying maturities.  – Our financing agreements do not contain financial covenants.  – Regular reporting to the  Board  on our treasury management policies.  – Compliance with treasury policies is monitored and we engage external  advisers to review the Treasury function at regular intervals. | |  |  |
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|  |  | Currency risk |  |  |  |  |  |  |
|  | Description | |  | Key mitigation | |  | Risk owner  Group Treasurer  Risk trend    Link to  strategy |  |
|  | – We are exposed to the effect of changes in foreign  currency rates; the impact of currency fluctuations  affects us because of mismatches between the  currencies in which our operating costs are incurred and  those in which revenues are received.  – Key operating cost currencies that are not fully offset by  local currency denominated revenues include the South  African rand, Polish zloty, Czech koruna and Swedish  krona, while the fluctuations in the US dollar, pound  sterling and Turkish lira can also have a material impact  as our revenues in these currencies are greater than  operating costs incurred.  – Appreciation of the euro compared with the currencies  of the other key paper-producing regions or paper  pricing currencies, notably the US dollar, reduces the  competitiveness of Mondi products in  Europe compared  with imports, which can result in lower revenues and  earnings. | |  | – Hedging is utilised for balance sheet exposures and material forecasted  capital expenditures upon identification.  – Diversification of the  Group’s currency exposure creates natural  hedges, and as such we do not hedge our exposure to projected  future sales or operating costs and our businesses respond to adverse  currency fluctuations by increasing selling prices or increasing exports  where competitiveness improves as operating currencies weaken;  entities also borrow in their local currencies to minimise translation risk.  – Continuous monitoring of exchange rate movements and sensitivities,  and evaluation of the impact of exchange variances on our results.  – Regular review of our prices and monitoring of import and export  trade flows. | |  |  |
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|  |  | Tax risk |  |  |  |  |  |  |
|  | Description | |  | Key mitigation | | Risk owner  Group Head of Tax  Risk trend    Link to  strategy | |  |
|  | – There is an increasing disclosure compliance burden in  the international tax environment, requiring increasing  transparency and reporting and in-depth scrutiny of the  tax affairs of multinational companies. The introduction of  the global minimum tax rules (Pillar 2 rules) increases  compliance complexity for the Group.  – We make significant intra-group charges, the basis for  which is subject to review during tax audits. | |  | – A  Board -approved Group tax strategy is reviewed annually.  – Appropriate and attentive management of our affairs, with operations  structured tax efficiently to benefit from available incentives and  exemptions.  – Dedicated tax resources throughout the Group supported by a  centralised  Group  tax team.  – Arm’s length principles are applied in the pricing of all intra-group  transactions in accordance with Organisation for Economic  Co‑operation and Development (OECD) guidelines.  – External advisory opinions are obtained where relevant, including major  projects such as acquisitions and restructuring activities.  – Regular engagement with external advisers to stay up to date with  changes in tax legislation and tax practice. | |  |
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|  | Operational risks | |  |  |  |  |  |
|  |  | Cost and availability of raw materials | | |  |  |  |
|  | Description | |  | Key mitigation |  | Risk owner  Chief Procurement  Officer  Risk trend    Link to  strategy |  |
|  | – We use significant amounts of wood, pulp, paper for  recycling, polymers and chemicals in our production  processes, meaning access to these raw materials is  essential to our operations.  – The prices for many raw material inputs fluctuate in  correlation with global commodity cycles.  – Wood prices and availability may be adversely affected  by reduced quantities of available suitable wood supply  due to increased frequency of severe weather events,  changes in rainfall, increased pest and disease outbreaks,  increased use of wood as biofuel, alternative use of wood  for heating and changes in demand for wood as a  building material.  – Climate change will create long-term structural changes  to the pricing and availability of wood, with temperature  and precipitation changes resulting in a geographic shift  of optimal forest growth areas, and an impact from  forest-related legislative policies, particularly in the EU.  – Force majeure events can influence raw material supply  and pricing, directly affecting the market production and  supply balance. | |  | – We are committed to acquiring our raw materials from responsible  sources and avoiding the use of any controversial or illegal supply.  Our Responsible Procurement process helps us to assess and evaluate  the performance of our suppliers and their adherence to our policies.  – Multi-stakeholder processes address challenges in meeting demand  for sustainable fibre; we encourage legislation for the local collection  of recycled materials.  – Our operations use multiple suppliers and a centralised procurement  team works closely with our operations in actively pursuing longer‑term  agreements with strategic suppliers; in Europe, our geographically  diverse mill locations mean that the Group sources wood from diverse  regions and forest types to mitigate the potential supply impacts of  unforeseen events. We source wood from our own managed forests  in South Africa.  – Strong relationships with suppliers of critical raw materials  enable higher volume allocation in times of shortages, and a safety  stock programme facilitates exchange of raw materials within  our plant network.  – Where relevant, indexation clauses in revenue contracts allow  the pass-through of major raw material price movements.  – Wood and pulp suppliers are assessed as part of our Due  Diligence Management System which addresses the main legal  and sustainability risks.  – In South Africa, we have tree improvement programmes to  produce stronger trees; fire prevention and firefighting capacity  are integrated into a fire management system with local  Fire Protection Associations and neighbouring operations. |  |  |
|  |  |  |  |  |  |  |  |
|  |  | Energy security and related input costs | | |  |  |  |
|  | Description | |  | Key mitigation |  | Risk owner  Group Head of  Operations  Risk trend    Link to  strategy |  |
|  | – Availability of sufficient and reliable energy supply is a  key focus area; as the transition to cleaner energy  sources accelerates, accompanied by increased  regulation, the energy supply portfolio is undergoing  long-term changes, such as an increase in demand for  renewable energy and an increase in carbon taxes, which  increases the risk of more volatile pricing as well as  potential for severe energy interruptions.  – Security of supply of gas is subject to political pressures  and could be intermittent, while renewable energy  sources, such as wind and solar, are subject to  unpredictable physical weather patterns. Competition for  sources of renewable energy, such as biomass, causes  cost and availability pressures.  – Rapid increases in fuel and energy costs represent higher  direct costs to the  Group as well as for our suppliers,  which in turn may seek to increase prices which may be  difficult to pass on to customers and could cause a  contraction of gross margins.  – Income from the sale of renewable energy, either from  sales of certificates, subsidies or sales of renewable  energy to the grid, represents a source of income for  various pulp and paper mills and is subject to both  volatility in price and regulatory changes.  – Availability of sufficient and reliable electricity supply in  South Africa remains a concern and above inflationary  increases are virtually certain. | |  | – Investment in improvements to our energy profile and increased  electricity self-sufficiency, including the use of renewable energy  sources, strengthens the energy efficiency of our operations while  reducing ongoing operating costs and carbon emission levels.  – Where we generate electricity surplus to our own requirements,  we may sell such surplus externally; we also generate income  from the sale of green energy credits in certain of our operations  at prices determined in the open market.  – Optimised use of biomass-based fuels enables reduced use of fossil-  based energy sources, such as carbon-intensive coal.  – Energy costs are closely monitored and benchmarked against external  sources and we monitor our electricity usage, carbon emission levels  and use of renewable energy; most of our larger operations have high  levels of electricity self-sufficiency.  – Monitoring of renewable energy market fundamentals and changes  in legislation supported by contact with local energy regulators.  – Detailed compliance assessments regarding Industry Emissions  and Energy Efficiency Directives to determine future investment  requirements. |  |  |
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#### Principal risks

#### continued

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|  | Operational risks continued | |  |  |  |  |  |
|  |  | Technical integrity of our operating assets | | |  |  |  |
|  | Description | |  | Key mitigation |  | Risk owner  Group Head of  Operations  Risk trend    Link to  strategy |  |
|  | – Our four major mills,  Świecie  ( Poland ),  Štětí (Czech  Republic),  Ružomberok  (Slovakia ) and Richards Bay  (South Africa), account for approximately 70% of our  total pulp and paper production capacity. If operations  at any of these key facilities are interrupted for any  significant length of time, it could have a material effect  on our financial position or performance. Our converting  operations are spread over a considerably larger number  of plants, providing risk diversification.  – Incidents such as fires, explosions, pollution events  or large machinery breakdowns, or the inability of our  assets to perform the required function effectively and  efficiently while protecting our people, the business, the  environment and stakeholders, could result in property  damage, loss of production, reputational damage, and/or  safety and environmental incidents.  – Regular maintenance and project-related shuts can  experience delays in start-up and ramp-up due to  reliance on external suppliers and contractors for  engineering services and equipment supplies. | |  | – A capital investment programme supports the replacement of older  equipment to improve both reliability and integrity, and our proactive  repair and maintenance approach is designed to improve production  reliability and minimise breakdown risks.  – Detailed risk assessments of high-priority equipment are conducted  with specific processes and procedures in place for the ongoing  management and maintenance of such equipment.  – Production optimisation throughout the organisation by learning from  our best performing operations and identifying emerging issues early.  – All incidents are actively monitored with a formal reporting process  which allows us to share lessons learnt across our operations, identify  emerging issues, conduct benchmarking, and evaluate  the effectiveness of our risk reduction activities.  – External experts perform technical integrity assessments at our major  sites and enhance our engineering and loss prevention competencies  and capabilities.  – A Fire Protection programme supported by external experts and  independent loss prevention audits with property insurance cover  for key risks. |  |  |
|  |  |  |  |  |  |  |  |
|  |  | Environmental impact | | |  |  |  |
|  | Description | |  | Key mitigation |  | Risk owner  Group Head of  Sustainable  Development  Risk trend    Link to  strategy |  |
|  | – Our operations require water and energy and generate  emissions to air, water and land. We are subject to a  wide range of environmental laws and regulations, as well  as the requirements of our customers and expectations  of our broader stakeholders. Costs to meet compliance  requirements, and increasing costs from the effects of  emissions could have an adverse impact on our  profitability.  – The availability of water in water scarce and stressed  areas could pose a risk to continuing to operate our  production facilities to their full potential.  – As we purchase significant amounts of wood and fibre  on the market and manage plantation forestry  landholdings in South Africa, a decline in ecosystem  functions and loss of biodiversity could impact the natural  resources that we rely on. | |  | – Compliance with all applicable environmental requirements where we  operate and with our own policies and procedures, at or above local  policy requirements, supported by externally accredited environmental  management systems.  – A clean production philosophy to address the impact from emissions,  discharge and waste.  – Conducting water stewardship assessments to address risks related to  water scarcity, and promotion of equitable use of water resources  among local stakeholders wherever we operate.  – Specialist internal networks share best practices and comprehensively  report and investigate environmental incidents to avoid reoccurrence.  – Monitoring and reporting of our environmental performance indicators  against our targets, with our Scope 1 and 2 GHG emissions  independently assured to a reasonable assurance level and Scope 3  receiving limited assurance.  – Biodiversity assessments at our manufacturing and forestry operations  to evaluate our impact on biodiversity and ecosystems, and action  plans to manage impacts. |  |  |
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|  |  | Employee and contractor health and safety | | |  |  |  |
|  | Description | |  | Key mitigation |  | Risk owner  Group Head of  Safety & Health  Risk trend    Link to  strategy |  |
|  | – Accidents, incidents and exposure to occupational health  hazards, such as noise and stress, may cause injury or  harm to employees and contractors, property damage,  lost production time, and/or harm to our reputation.  – Risks include fatalities, serious injuries, occupational  diseases, substance abuse and instances of violent crime  in some jurisdictions. | |  | – Continuous improvement of safety standards through monitoring  incidents, major close calls and recordable case rates to transfer  learnings across our operations with the goal of sending everybody  home safely every day.  – Embedded safety management systems including, among others,  risk assessments, safety procedures and controls.  – Continuous focus on improving our 24-hour safety mindset  and developing the desired safety culture as well as focusing  on the Social Psychology of Risk.  – An Employee Assistance Programme and wellness initiatives are  offered across the countries in which the  Group operates in order  to help employees with general health and mental health concerns.  – Continuously engineer out the most significant risks in our operations,  supported by robust controls and procedures for operating those  assets and conducting related tasks.  – Our Permit to Work methodology across the Group  supports us  to achieve our safety targets.  – Extensive training to ensure that performance standards and practice  notes are communicated and understood and our incentives are  impacted by the non-achievement of safety milestones (lag indicators)  as well as achievement of lead indicators.  – We apply externally accredited safety management systems, with  continuous benchmarking against global safety standards, and  conduct regular audits of our operations to ensure our facilities  remain fit for purpose. |  |  |
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|  | Operational risks continued | |  |  |  |  |  |
|  |  | Attraction and retention of key skills and talent | | |  |  |  |
|  | Description | |  | Key mitigation |  | Risk owner  Chief People Officer  Risk trend    Link to  strategy |  |
|  | – Operations in remote locations or highly competitive  markets make attracting and retaining skilled employees  challenging.  – Two-thirds of our employees are production workers  largely engaged in shift work, making it challenging to  attract individuals to work these schedules. Losing skills  or failing to attract new talent to our business could  impact our ability to drive performance and deliver on  our strategic objectives.  – An ageing workforce presents challenges in the future.  Socio-political issues in  South Africa result in skilled  workers looking to emigrate. | |  | – Clear employee KPIs with credible, measurable targets, each  accompanied by an action plan to drive performance and embed in  daily management.  – Strategically focus our employer branding initiatives on key markets,  aligning them with the specific skill sets and talent pools most critical  to our business priorities.  – Transparent and efficient recruitment practices.  – Competitive compensation levels maintained through benchmarking.  – Measures to monitor and manage succession planning for critical roles,  enhance retention and accelerate development of key talent.  – Monitor relevant employee KPIs, such as staff turnover, number of  training sessions, internal placements, diversity and inclusion,  engagement data, and succession plans.  – Transparent performance reviews, including engagement sessions to  encourage open dialogue and identify issues and opportunities.  – Regular employee surveys and targeted pulse surveys provide  employee engagement and feedback.  – Through an anonymous whistleblowing and grievance platform,  SpeakOut, employees and external stakeholders can raise concerns  about conduct that may be contrary to our values. |  |  |
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|  |  | Cyber security risk | | |  |  |  |
|  | Description | |  | Key mitigation |  | Risk owner  Chief Information  Officer  Risk trend    Link to  strategy |  |
|  | – The  Group could experience targeted and untargeted  cyber‑attacks as cybercrime continues to increase and  attempts are increasingly sophisticated.  – More employees are working remotely, placing pressure  and further reliance on our IT systems, increasing data  processing requirements and providing new channels  for cyber-attacks.  – The consequences of successful attacks include  compromised data, financial fraud and system  shutdowns. | |  | – A comprehensive IT Security Policy approved by the  Board .  – Extensive training and awareness programmes are provided for all  our users.  – IT infrastructure is regularly tested and our systems are based on well-  proven products.  – Regular threat assessments utilising external providers.  – The Group’s core IT services are ISO 27001 certified.  – Established incident response and business contingency plans  are in place. |  |  |
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|  | Compliance risk | |  |  |  |  |  |
|  |  | Reputational risk | | |  |  |  |
|  | Description | |  | Key mitigation |  | Risk owner  Executive  Committee  (oversight CEO)  Risk trend    Link to  strategy |  |
|  | – Non-compliance with the legal and governance  requirements and globally established responsible  business conduct in any of the jurisdictions in which we  operate and within our supply chain could expose us to  significant risk if not actively managed.  – Failure to successfully manage relationships with our  stakeholders could disrupt our operations and adversely  impact the Group’s reputation.  – Fines imposed by authorities for non-compliance are  severe and, in some cases, legislation can result in  criminal sanction for entities and individuals found guilty.  – Areas of weaker governance present the challenge of  addressing potential human rights issues in our  operations and supply chain; human rights legislation  further highlights the need to identify and address  potential risks of child labour, forced or bonded labour,  modern slavery, human trafficking and other human rights  risks in our supply chain. | |  | – A comprehensive training and compliance programme, supported  by self-certification and reporting, with personal sanction for failure  to comply with  Group  policies.  – Engagement with local stakeholders through formal and  informal processes.  – Screening of our suppliers for sustainability risk in accordance with our  Code of Conduct for Suppliers to better align with our risk criteria.  – Ongoing assessment of our governance of human rights issues  and any potential risks in our operations and supply chain.  – Compliance committees are established at a Group level to  monitor the risk relating to trade controls, data protection, competition  compliance and business integrity – chaired by the Group  CFO with  representatives from across the business. Our legal and governance  compliance is supported by a centralised legal compliance team and is  subject to regular internal audit review.  – We have an anonymous whistleblowing and grievance  platform (SpeakOut), enabling employees, customers, suppliers,  communities and other stakeholders to raise concerns about  conduct that may be contrary to our values. |  |  |
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#### Viability statement

As

#### part of the approval of this

Integrated report, the

#### Board

#### has

assessed the

#### Group’s

#### prospects

#### and viability.

#### Factors in assessing long-term

#### prospects

The  Group’s  business model and strategy

are described in detail on pages  [8](#i5ea205a98724483f90a2a76cf5ac789a_49)-[13](#i5ea205a98724483f90a2a76cf5ac789a_64)

and [14](#i5ea205a98724483f90a2a76cf5ac789a_67) respectively. Our strategy is to

deliver value accretive growth sustainably.

We do this by driving performance along

the value chain, investing in quality assets,

empowering our people and partnering

with customers. Our performance against

our strategic objectives is discussed in

more detail on pages [15](#i5ea205a98724483f90a2a76cf5ac789a_76)-[23](#i21e199fde6be47e5b0bf2a509c7aac23_7-4-1-1-577759).

Mondi’s geographical footprint, with around

100 production sites; employees working in

more than 30 countries,  and broad product

range help mitigate potential risks of

customer or supplier liquidity issues. With

our scale, quality asset base, integrated

operations and excellent customer

proposition, we create value for our

stakeholders in line with the Mondi Way.

The Group’s financial position, cash flows,

liquidity position and borrowing facilities

are described in the financial statements.

At 31 December 2024, the Group had

€750 million of undrawn, committed debt

facilities. The weighted average maturity of

the  Group’s committed debt facilities was

3.9 years. The principal loan arrangements

are disclosed in note 21 of the financial

statements. In addition, the Group had

€278 million of cash and cash

equivalents available.

#### Assessment of viability

The Board believes that the three years

to December  2027 is an appropriate period

over which a reasonable expectation of

the Group’s longer-term viability can be

evaluated. In coming to this view, the Board

has considered the inherent volatility in selling

prices, input costs and exchange rates, the

time taken for new capacity expansion

investments to be introduced into the

market, typical new product  development

cycles, and the Group’s capital structure.

Given our principal risks, the Board believes

that the ability to assess the Group’s longer-

term viability beyond this period becomes

increasingly reduced. For these reasons,

three years also represents the period of the

Group’s formal planning horizon.

The Board has considered the Group’s

current financial position, strategy and

plans for the next three years.

The Group’s principal risks identified on

pages [60](#i5ea205a98724483f90a2a76cf5ac789a_145)- [69](#i0493c836b34148099f2bc7e3ab149b70_12-1-1-2-577759) have been assessed for their

potential impact on the Group’s viability

over the next three years as part of the

risk assessment. Our structurally growing

packaging markets are described in

more detail on page [7](#i5ea205a98724483f90a2a76cf5ac789a_46).

The Group’s three-year 2025-2027 plan

(budget period) has been tested for severe

but plausible downside scenarios. These

are summarised in the table at the bottom

of this page.

While linked to the Group’s principal risks,

the scenarios detailed in the table below

are hypothetical and designed to test the

ability of the Group to withstand such

severe outcomes. In an event that a

scenario partly or fully takes place, the

Group has various options available to

maintain liquidity and continue operations.

The scenarios modelled are linked to those

principal risks which are most likely to

occur and have the most significant impact.

The sales volume compression scenario

(Scenario 1) was calculated with assumed

reductions of up to 7% depending on

the relevant product compared with

the assumptions in each year of the

budget period.

The margin compression scenario (Scenario 2)

was calculated with assumed reductions

of up to 7% depending on the relevant

product compared with the assumptions

in each year of the budget period.

Both margin and volume sensitivities have

been modelled considering current and

potential future market developments.

Wood, gas and electricity prices in our major

European operations have been tested in

Scenario 3, based on internal management

assumptions. The impact of the other

input costs, which are usually passed on

through higher sales prices in the converting

operations, have been excluded from the

downside sensitivities, similar to prior years.

Furthermore, in Scenario 4 the currency risk

was tested as the wide geographic spread

exposes the Group to the potential impact

of exchange rate fluctuations. We have

evaluated the impact of weaker US dollar

and pound sterling exchange rates, and

stronger other emerging market currencies

including the South African rand, relative

to the euro. These currencies were chosen

as the Group has a significant exposure

in them. A 10% weakening and a 10%

strengthening of the respective currencies

against the euro was applied, based on

historical exchange rate developments.

While the assumptions we have applied in

all four scenarios are possible, they do not

represent our view of the likely outcome.

Testing was performed for Scenarios 1

and 2 individually and in combination for

a duration of three years, as these two

scenarios are the ones we consider are

most likely to happen in combination.

The likelihood of other scenarios happening

in combination is considered remote.

We have assessed the impact of these

assumptions on the Group’s key financial

metrics over the assessment period,

including profitability, net debt, and net

debt to underlying EBITDA.

Based on the results of these scenarios

individually and in combination for Scenarios 1

and 2, the Board is satisfied that the

Group would be able to respond to such

circumstances through various means which

could include a reduction and deferral of

capital expenditure and further rationalisation

and/or restructuring of operations, to

ensure that the Group continues to meet

its ongoing obligations.

#### Scenario testing

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Scenario modelled | | Link to principal risks | |
| Scenario 1 | Volume compression  Sales volume reduction across pulp and paper mills and  converting operations |  | Industry productive capacity |
|  |  | Product substitution |
|  |  | Technical integrity of our operating assets |
| Scenario 2 | Margin compression  Sales prices reduction in pulp and paper mills and gross margin  reduction in converting operations |  | Fluctuations and variability in selling prices  or gross margins |
|  |  |
|  |  |
| Scenario 3 | Input costs inflation  Increase in materials, energy, consumables used and variable  selling expenses |  | Costs and availability of raw materials |
|  |  | Energy security and related input costs |
|  |  |  |
| Scenario 4 | Currency risk  Volatility in foreign exchange rates |  | Currency risk |

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The Group meets its funding requirements

from a variety of sources, as more fully

described in the financial statements in note

21. The Board is satisfied that the Group will

have sufficient liquidity to meet its needs over

the Group’s formal planning horizon. Testing

compliance with financial covenants is not

needed as none of the Group’s loan

agreements have a financial covenant.

The Group announced on 9 October 2024

that it entered into an agreement to acquire

the Western Europe Packaging Assets of

Schumacher Packaging for an enterprise

value of €634 million. The required financing

for the transaction has been considered in all

scenarios tested.

For the purposes of assessing viability over a

longer period, the assessment was carried out

against the Group’s current committed debt

facilities. The Board notes that the Group has

a track record of successfully accessing both

banking and debt capital markets for funding,

and the Group’s management is expecting to

be able to refinance the facilities maturing

during the viability assessment period.

The Board believes that the strong and stable

financial position of the Group, supported by

a continued strong investment grade credit

rating from both Moody’s (Baa1, outlook

stable) and Standard & Poor’s (A-, outlook

stable), ensures the Group has access to

funding through the business cycle. For this

reason, the assessment was carried out

against the Group’s committed debt facilities

on the assumption that the Group’s €600

million Eurobond maturing in April 2026 will

be successfully refinanced.

Additionally, the Board has conducted a

reverse stress test on the budget period

to assess the extent of downturn required

to result in no liquidity headroom. The analysis

determined that a 39% decline in the planned

underlying EBITDA, significantly exceeding

the outcomes of the four scenarios tested,

including the combined impact of Scenario 1

and 2, would need to persist through the

budget period. Such a downturn is considered

highly unlikely. This reverse stress test also

does not incorporate mitigation actions like

reductions and deferrals of capital and

operational expenditure or cash preservation

responses, which the Group would implement

in the event of a severe and extended

revenue decline.

Taking into account the Group’s strategy,

principal risks and the results of the downside

scenario assessments, and on the assumption

that over the extended viability assessment

the Group will continue to be able to

successfully refinance its debt as it has

done historically, the directors have a

reasonable expectation that the Group will be

able to continue in operation and meet its

liabilities as they fall due over the three-year

period of the viability assessment.

#### Going concern

The directors have reviewed the Group’s

budget and considered the assumptions

contained in the budget, including

consideration of the principal risks which

may impact the Group’s performance in

the 18 months following the balance sheet

date and considerations of the period

immediately thereafter.

The Group has a strong balance sheet.

At 31 December 2024, the Group had

a liquidity position of €1,028 million,

comprising €750 million of undrawn

committed debt facilities and cash and

cash equivalents of €278 million available.

As the Group’s debt facilities and loan

agreements contain no financial covenants,

in performing its going concern assessment

the directors have focused on liquidity.

The Group announced on 9 October 2024

that it entered into an agreement to

acquire the Western Europe Packaging

Assets of Schumacher Packaging for

an enterprise value of €634 million. The

required financing for the transaction has

been considered in all scenarios tested. In

order to provide increased liquidity

headroom for the Group following the

agreed Schumacher Packaging acquisition,

the Group utilised the accordion increase in

its €750 million RCF, to increase the

available facility by €250 million to €1 billion,

effective 2 January 2025. All of the banks

agreed to the increase.

The Group has a track record of successfully

accessing both bank and debt capital

markets for funding, and the Group’s

management is expecting to be able

to refinance any facility maturing during

the going concern period. The Board believes

that the strong and stable financial position

of the Group, supported by a continued

strong investment grade credit rating

from both Moody’s (Baa1, outlook stable) and

Standard & Poor’s (A-, outlook stable),

ensures the Group has access to funding

through the going concern period.

The current and possible future impact from

the macroeconomic environment on the

Group’s activities and performance has been

considered by the Board in preparing its going

concern assessment. The base case forecasts

for the Group, being those arising over the 18-

month going concern assessment period as

reflected in the Group’s 2025-2027 plan, were

sensitised to reflect a severe but plausible

downside scenario on Group performance.

The scenario testing assumed severe but

plausible volume and margin reductions

happening in combination (consistent with the

sensitivities described in Scenarios 1 and 2 in

the viability statement) and was carried out

against Mondi’s current committed debt

facilities, and on the assumption that the

Group’s €600 million Eurobond maturing in

April 2026 will be successfully refinanced.

Given the Group’s track record of successfully

accessing both the bank and debt capital

markets for funding, the Board is confident

that the Group will be able to refinance the

bond. This testing does not incorporate any

mitigation actions such as reductions and

deferrals of capital and operational

expenditure or cash preservation responses,

which the Group would implement in the

event of severe and extended revenue

decline.

In the severe but plausible downside scenario,

the Group has sufficient liquidity headroom

throughout the entire period covered by the

going concern assessment.

A further scenario has been modelled

which, while considered highly unlikely,

assumes that no refinancing takes place

during the going concern period. In this

scenario the Group would implement

mitigating actions including reductions

and deferrals of capital and operational

expenditure and other cash preservation

responses to maintain sufficient liquidity.

In addition to its modelled downside going

concern scenario, the Board has reverse

stress tested the model to determine the

extent of downturn which would result in no

liquidity headroom. The test was conducted

based on the Group’s current committed debt

facilities, with the assumption that any facility

maturing during the assessment period will be

refinanced. A decline of 45% to the planned

underlying EBITDA in the period until 30 June

2026, well in excess of that contemplated in

the severe but plausible downside scenario,

would need to persist throughout the

observed period to result in no liquidity

headroom, which is considered very unlikely.

This reverse stress test also does not

incorporate mitigating actions such as

reductions and deferrals of capital and

operational expenditure or cash preservation

responses, which the Group would implement

in the event of a severe and extended

revenue decline.

Following its assessment, the directors have

formed a judgement, at the time of

approving the Integrated report and

consolidated financial statements, that there

are no material uncertainties that cast doubt

on the Group’s going concern status and

that it is a reasonable expectation that the

Group has adequate resources to continue

in operational existence for the going

concern period. For this reason, the Group

continues to adopt the going concern basis

in preparing the Integrated report and

financial statements 2024.

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#### Chair’s introduction

### How has our governance framework

### supported our progress in

2024 ?

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|  | Philip Yea  Chair |  |  |
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|  | Governance |  |  |
|  | Chair’s introduction | [72](#i5ea205a98724483f90a2a76cf5ac789a_166) |  |
|  | Board of directors | [75](#i5ea205a98724483f90a2a76cf5ac789a_175) |  |
|  | Executive Committee and Company Secretary | [78](#i5ea205a98724483f90a2a76cf5ac789a_178) |  |
|  | Corporate governance report | [80](#i5ea205a98724483f90a2a76cf5ac789a_184) |  |
|  | Nominations Committee | [94](#i5ea205a98724483f90a2a76cf5ac789a_193) |  |
|  | Audit Committee | [99](#i5ea205a98724483f90a2a76cf5ac789a_196) |  |
|  | Sustainable Development Committee | [108](#i5ea205a98724483f90a2a76cf5ac789a_211) |  |
|  | Remuneration report | [111](#i5ea205a98724483f90a2a76cf5ac789a_220) |  |
|  | Other statutory information | [136](#i5ea205a98724483f90a2a76cf5ac789a_280) |  |
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#### Dear fellow shareholder

On behalf of the Board, I am pleased to

introduce our Governance report for 2024.

This report provides you with a more

detailed look at our approach to

governance, how it supports our purpose

and the creation of sustainable, long-term

value for our stakeholders, and the Board's

key focus areas during the year.

Good governance is critical to ensuring

continued trust in the Board and its

decision-making. Having a governance

framework that supports the Board in

leading with integrity and reflects our

culture and values is fundamental,

particularly in times of uncertainty.

I am confident that our robust governance

processes and practices have continued to

function effectively during the year, and

that they will continue to evolve to reflect

the expectations of our stakeholders,

enabling the Board to operate to the

highest standards.

#### Board

#### composition

At the end of September 2024, Dominique

Reiniche retired as an independent

non‑executive director after nine years in

office. Dominique played an important role

during this time, particularly as Chair of the

Sustainable Development Committee,

a role she held for more than six years,

and more recently as Senior Independent

Director. I would like to thank Dominique

for her commitment and contribution

to Mondi and wish her all the best for

the future.

In preparation for Dominique's retirement,

a recruitment process was undertaken,

facilitated by an external search agency.

I am pleased to confirm that, as a result,

Sucheta Govil joined the Board as an

independent non-executive director in

October 2024. Sucheta brings extensive

experience to the Board, and to the

committees to which she has been

appointed. I look forward to working

with her over the coming years.

Alongside this, Sue Clark was appointed as

Senior Independent Director and Chair of

the Remuneration Committee, while Dame

Angela Strank was appointed as Chair of

the Sustainable Development Committee,

bringing fresh perspectives to each of

these key roles.

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| Quotemark_PURPLE.svg  Good governance is critical to ensuring  continued trust in the Board and its  decision-making, and having a governance  framework that supports the Board in  leading with integrity and reflects our  culture and values is fundamental.  Philip Yea  Chair | | |  |  |  |  |
|  |  | How we comply with the  UK Corporate Governance Code  During the year ended 31 December  2024, Mondi aimed to comply with the  principles and provisions of the  July 2018 edition of the UK Corporate  Governance Code (the Code) issued by  the Financial Reporting Council  (available at  <www.frc.org.uk> ).  It is the view of the Board that  Mondi has applied the principles,  and complied with the provisions, of the  Code throughout the year, with one  exception. The 2024 grant of Long-  Term Incentive Plan awards was not  wholly compliant with provision 36 of  the Code as the total vesting and  holding period for the executive  directors' awards was slightly shorter  than the standard five-year period. As  explained on page [130](#i3cbb99a5c007454d83c1d7039d5e1970_22799), this was the  result of the grant being unavoidably  delayed from March to May 2024 owing  to Mondi being in a closed period due  to the potential offer for DS Smith.  Given the exceptional circumstances of  the delay, the Remuneration Committee  determined that the awards should vest  at the usual date in March 2027 to  provide consistency for participants.  Awards remained subject to the usual  three-year performance period.  The Governance report is structured  according to the sections of the 2018  edition of the Code in order to clearly  demonstrate how we have applied  the principles.  The Board notes that the 2024 edition  of the Code came into effect on 1  January 2025. Consideration is being  given to any changes required to our  practices as a result of the revisions to  the Code and Mondi will report against  the 2024 edition of the Code in its  Integrated report and financial  statements for the year ending  31 December 2025. |  |
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| Our people  The safety and wellbeing of our  workforce and promoting a culture that  reflects our values and attracts people to  join and stay with the Group are  priorities for the Board.  Our approach to safety, how well it is  embedded and any further measures we  can take to keep our people safe are  always top of the agenda. The Board  promotes the extensive work that is  undertaken across the Group in this  respect. Despite these efforts, we were  deeply saddened by the fatality at our  Merebank mill (South Africa) during the  year. We also experienced three life-  altering injuries in our operations. Our  thoughts have been with all those affected.  Such incidents have a devastating  impact and our first priority as an  organisation is to ensure that the  necessary support is provided to those  involved. The actions taken in this regard  form a key part of the reports received  by the Board when an incident occurs.  Alongside this, there is a strong focus on  understanding the circumstances of any  incident, establishing root causes and  identifying actions that can be taken  to minimise the risk of a reoccurrence.  The knowledge acquired from these  investigations is shared across the  Group, with the agreed actions  also implemented at any other sites  as appropriate.  The Board remained focused during the  year on the approach to safety and how  as an organisation we can drive further  improvements. The continued evolution  of Mondi's approach to encompass the  Social Psychology of Risk remained  central to these discussions, focusing on  the psychological and cultural elements  that can contribute to unsafe behaviour. |  | We were encouraged to hear that  significant time has been dedicated to  training not only our safety and health  professionals but also leaders across  the organisation. Sue Clark attended  one of these training sessions on behalf  of the Board and was extremely positive  in her feedback on the commitment and  buy-in of local management, which is  critical if we are to further improve our  safety performance. More information  on our approach to safety can be found  on page [40](#i3ada7bc826a34e96b5399c011b0326f6_2-1-1-1-705595).  More broadly, we were pleased to have  further opportunities during the year  to engage with our people, both on a  formal and informal basis. The insights  we acquire from such engagements  inform the Board’s discussions in  relation to a range of matters, from our  culture and how well it is embedded,  to our decisions on capital allocation.  The Board benefits greatly from being  exposed to the views of our colleagues  across the Group. More information on  the engagement undertaken during  2024 can be found on page [82](#ic30f01f58c05441db8794d5666e16ec1_4-1-1-3-577759)-[84](#ib8dec9a5cbb84243a7c37e5134aadc05_98580).  Our wider stakeholders  As a Board, we also value the views  of our wider stakeholders, which are  critical to our decision-making.  We spent time throughout the year  developing our understanding of  the views and interests of our key  stakeholders, with insights gained  directly or through our delegation  framework, and in a variety of formats.  Much of this insight comes from our  colleagues on the ground who have  regular contact with the stakeholders  concerned and a deep understanding  of what they expect from Mondi. |  |  |  |
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#### Chair’s introduction

#### continued

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|  | SpeakOut  The  Group  has an  anonymous whistleblowing  and grievance platform  called ‘SpeakOut’,  operated by an  independent third party.  SpeakOut, monitored by the  Internal Audit function and  overseen by the  Board and Audit  Committee, is a simple, accessible  and confidential platform through  which our employees, customers,  suppliers and other stakeholders  can raise concerns about any  unethical practices or conduct  contrary to Mondi’s  values.  The service is fundamental to  ensuring the confidence of our  employees and other stakeholders  in our culture and values.  Any type of concern can be raised  via SpeakOut. The Board and  Audit Committee receive regular  reports of SpeakOut messages  received and ensure that  appropriate investigation into  each message has been undertaken  and responses given, with actions  taken where any allegation proves  to have some foundation.  The reports allow the Board  to identify any particular trends  and common issues, with messages  classified into categories including  HR-related concerns, business  integrity issues and environmental  and safety topics, and to consider  whether any changes to Mondi's  risk management processes are  required as a result.  The effectiveness of the SpeakOut  platform is kept under regular  review.  More information about Mondi's  approach to anti-bribery and  corruption in particular can be  found on page [49](#i81083998d04243ddb7be20cf0507ead0_8218). |  |
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This knowledge provides context for all

of the Board's discussions but it was

particularly relevant this year with regard

to our deliberations as to whether to make

an offer for DS Smith and our decision to

acquire Schumacher Packaging's Western

Europe Packaging Assets. The interests of

a wide range of stakeholders, including our

investors, customers and employees, were

at the forefront in both cases.

We will continue to assess if we have the

right mechanisms in place in this regard

and to ensure that we continue to have full

visibility of the likely impact of our decisions

on our key stakeholders. More information

on our key stakeholders and the

engagement undertaken during the year

can be found on pages [50](#i5ab7aa3a94934778b1d7014ca702a7ae_0-0-1-1-664578)-[51](#i05073fb76a34451a9cd0140cfbb642ce_2-1-1-1-664575) and [82](#ib8dec9a5cbb84243a7c37e5134aadc05_21942)-[85](#ib8dec9a5cbb84243a7c37e5134aadc05_21944).

#### Long-term sustainability

Operating in a sustainable manner, with

a focus on managing the impact our

organisation has on the environment in

which we do business, remains central to

Mondi's strategy, and our ability to deliver

the strategy in such a way is regularly

tested and challenged.

The primary role of the Sustainable

Development Committee is to oversee

and monitor, on behalf of the Board, our

approach and performance across a broad

range of sustainability matters, including

safety, environmental performance, climate

change-related risks and opportunities,

people-related matters and relationships

with many of our key stakeholders.

The Sustainable Development Committee's

discussions in this respect provide context

for many of the Board's decisions, as well

as the Board's ongoing monitoring and

review of Mondi's strategy and principal

risks, and ensure that the long-term

impacts of the decisions we make, and any

potential trade-offs, are fully considered.

More information on the work of the

Sustainable Development Committee

and its key focus areas during 2024 can

be found on pages [108](#i5ea205a98724483f90a2a76cf5ac789a_211)-[110](#i5ea205a98724483f90a2a76cf5ac789a_214).

#### Looking forward

While we expect the current geopolitical

and macroeconomic uncertainties to

persist in 2025, our focus remains on

achieving long-term sustainable value for

our stakeholders. I am confident that our

strong culture and values and robust

governance framework ensure that we are

well placed as an organisation not only to

navigate the risks and challenges these

uncertainties present, but also to take

advantage of opportunities as they arise.

I would like to thank our colleagues across

the organisation and all of our stakeholders

for their commitment to Mondi during the

year, and I look forward to continued

engagement in 2025.

#### Philip Yea

Chair

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Board of

#### directors

The directors hold ing office at the date of this report, together with their biographical details

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| Composition of the Board |
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![38]()

and an explanation of the skills and experience they bring to the Board, are set out below.

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|  | See biographies  Page [76](#ie52910602c524cc9b3c64edca3aa78f5_1-1-1-1-577759) |

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#### Board of directors

#### continued

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|  | Philip Yea  Chair  Appointed to the Board  April 2020 and as Chair  in May 2020  Independent  Yes  (on appointment)  Committee memberships  Nominations (Chair ), Remuneration  Qualifications  Graduated with an MA in Modern  Languages from Oxford University,  Fellow of the Chartered Institute  of Management Accountants (UK) |  | Skills and experience  Philip  has extensive listed company  experience, both as an executive  and non-executive director, across  a range of sectors. His broad industry  background and knowledge of operating  within large, international corporates,  as well as his significant leadership  experience, bring valuable insight to the  Board  and are relevant to the future  growth and development of Mondi. |  | Philip’s experience and knowledge  of UK listed companies underpin  the  Board’s commitment to delivering  best practice corporate governance.  Philip started his career as a graduate  trainee at Perkins Engines before  holding a range of finance roles at  companies including Mars Ltd and  Guinness plc, becoming Group Finance  Director of Diageo plc on its creation  in 1997. He was a managing director  at Investcorp from 1999 to 2004, leaving  to become CEO of 3i Group plc, a role  he held until 2009. |  | He has held a number of non-executive  roles, including Chair at Equiniti Group  plc, Greene King plc and bwin.party  digital entertainment plc; Senior  Independent Director at Vodafone  Group plc, Manchester United plc and  Computacenter plc; and non-executive  director at Marshall of Cambridge  (Holdings) Ltd, Aberdeen Standard Asia  Focus plc, Rocket Internet SE and  HBOS plc.  Current external appointments  None. |
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|  | Andrew King  Group  CEO  Appointed to the Board  October 2008 and as Group   CEO  in April 2020  Independent  No  Committee memberships  Executive (Chair ), Sustainable  Development  Qualifications  Graduated in Commerce from the  University of Cape Town, Chartered  Accountant (South Africa ) |  | Skills and experience  Andrew has more than 22 years’  experience with Mondi in various  strategy, business development and  leadership roles, giving him a detailed  understanding of Mondi’s strategy,  capital allocation priorities and financial  structure and the environment in which  the Group operates. He has played a  key role in defining the Group’s strategic  direction and re-shaping the capital  structure since listing. Andrew’s long  and varied experience with Mondi brings  extensive knowledge of the markets and  conditions in which the Group operates,  providing a key contribution in |  | developing and executing Mondi’s  strategy to enhance competitiveness  and deliver sustainably into the future.  Andrew completed articles with  Deloitte & Touche in Johannesburg  in 1994. In 1995 he joined Minorco, part  of Anglo American, as a financial analyst,  before assuming responsibility for the  group’s investment management  activities, and transferring to its  corporate finance department in 1998.  He worked on a number of group M&A  activities before being appointed a vice  president of Anglo American Corporate  Finance in 1999. |  | He was appointed  Mondi’s  Vice  President of Business Development  in 2002 and Corporate Development  Director in 2004. He served as CFO  of Mondi from June 2005 to May 2006.  He was then appointed as Group  Strategy and Business Development  Director before becoming the CFO  of the  Mondi Group  in 2008.  Andrew  was appointed CEO of the  Mondi Group  on 1 April 2020.  Current external appointments  None . |
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|  | Mike Powell  Group  CFO  Appointed to the Board  November 2020  Independent  No  Committee membership  Executive  Qualifications  Graduated in Computer Science &  Accounting from the University of  Manchester, member of the Chartered  Institute of Management Accountants (UK) |  | Skills and experience  Mike  has significant financial and  strategic experience and extensive  experience leading finance teams, having  been chief financial officer and an  executive director of a number of large  international listed companies.  He brings a clear operational focus, strong  leadership experience and knowledge of  operating in large industrial groups across  a variety of geographies. The strategic  financial insight Mike  brings drives  Mondi’s strong financial performance  and culture of continuous improvement. |  | Mike started his career at Pilkington plc,  spending 15 years in a variety of finance  and operational roles. He went on  to become Chief Financial Officer  at Nippon Sheet Glass and then  AZ Electronic Materials plc.  He was subsequently appointed Group  Finance Director at BBA Aviation plc,  before being appointed Group Chief  Financial Officer at Ferguson plc, a  multinational distributor of plumbing and  heating products. Mike also served as a  non-executive director of Low & Bonar  from December 2016 to May 2020. |  | Mike  joined  Mondi  as Group   CFO  in November 2020.  Current external appointments  None . |
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|  | Sue Clark  Senior Independent Director  Appointed to the Board  April 2021  Independent  Yes  Committee memberships  Audit, Nominations, Remuneration  (Chair)  Qualifications  BSc in Biological Sciences from the  University of Manchester and an MBA  from Heriot-Watt University |  | Skills and experience  Sue  has a wealth of commercial and  strategic experience gained across  different industries and geographies,  having worked with a broad range of  stakeholders in both an executive and  non-executive capacity. She understands  the challenges of changing customer  and consumer preferences and the  need to build and protect the Group's  reputation with all its stakeholders.  Sue's  experience enables her to bring  knowledge and insight to her new roles  as Senior Independent Director and  Chair of the Remuneration Committee. |  | Starting her career with the Central  Electricity Generating Board, Sue held  communication roles at National Power  plc, moving to Scottish Power plc,  where she became Director of  Corporate Affairs. In 2000,  Sue joined  Railtrack Group plc, before moving to  SABMiller plc in 2003, where she was a  member of the executive management  team, Director of Corporate Affairs and  then Managing Director, Europe, until  the business was acquired in 2016.  Sue was a non-executive director of  Bakkavor Group plc until 2020, Tulchan |  | Communications LLP until 2023 and  Britvic plc until March 2024, and a  member of the Supervisory Board of  AkzoNobel NV until April 2021.  Sue was the non-executive director  responsible for engaging with employees  until the end of September 2024, stepping  down to become Senior Independent  Director and Remuneration Committee  Chair.  Current external appointments  Senior Independent Director and  remuneration committee chair at  Imperial Brands plc and easyJet plc. |
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|  | Svein Richard Brandtzaeg  Non-executive director  Appointed to the Board  April 2021  Independent  Yes  Committee memberships  Audit, Nominations, Sustainable  Development  Qualifications  PhD in Chemical Engineering from  the Norwegian University of Science  and Technology |  | Skills and experience  Svein Richard  has a strong commercial  and strategic background as a former  chief executive of Norsk Hydro ASA  and more recently as a non-executive  director on a number of boards.  His experience of leading a global  industrial group brings valuable insight  to the Board’s strategic planning and  driving growth in key geographies.  His leadership experience in developing  business synergies and harnessing  sustainable opportunities is a valuable  addition to Board discussions. |  | He started his career at Ardal og  Sunndal Verk AS, the Norwegian  state‑owned aluminium business,  before it merged with Norsk Hydro  ASA.  Svein Richard  went on to hold  a variety of management roles at  Norsk Hydro ASA, leading a number of  its businesses, before being appointed  chief executive in 2009, a position he  held until retiring in 2019. Svein Richard  was also Chair of Veidekke ASA from  2019 until May 2022, Vice Chair of  Den Norske Bank ASA until April 2023,  Vice Chair of Swiss Steel Holding AG |  | until October 2023 and a non-executive  director of Eramet Norway until  December 2024.  Current external appointments  Chair of dormakaba Holding AG and a  non-executive director of Rotork plc. |
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|  | Sucheta Govil  Non-executive director  Appointed to the Board  October 2024  Independent  Yes  Committee memberships  Nominations, Remuneration  Qualifications  Degree in Economics with  Mathematics from Delhi University  and an MBA from the Indian Institute  of Management, Calcutta |  | Skills and experience  Sucheta has extensive commercial and  operational leadership experience having  held senior positions across a range of  sectors. Her experience operating in  multinational industrial businesses  including in her current executive role  brings knowledge and insight to the  Board.  Sucheta started her career with  GlaxoSmithKline plc, spending 17 years  there in various management roles,  before moving to PepsiCo, Inc. in 2003.  In 2011, she was appointed Global Head |  | of Marketing, Decorative Paints at  AkzoNobel NV, a role she held until  2015. In 2015, Sucheta became Chief  Marketing Officer of DSM NV, before  moving in 2019 to her current role of  Chief Commercial Officer and member  of the board at Covestro AG, one  of the world's leading manufacturers  of high-quality polymer materials and  their components.  Sucheta was previously a non-executive  director of Eurocell plc between 2018  and 2022. |  | Current external appointments  Chief Commercial Officer and member  of the board at Covestro AG. |
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|  | Anke Groth  Non-executive director  Appointed to the Board  April 2023  Independent  Yes  Committee memberships  Audit, Nominations  Qualifications  Degree in Business Economics from  the University of Dortmund |  | Skills and experience  Anke has a strong financial and  commercial background and extensive  leadership experience. Her experience  operating in large international listed  companies covering energy and  industrial sectors, and her strategic  and operationally focused knowledge  bring valuable insight and perspective  to the Board.  Anke began her career in the energy  industry, initially in business development  and mergers and acquisitions in two  regional energy companies, before |  | working for E.ON SE from 2001 to 2018.  Her roles at E.ON SE included Vice  President of Mergers & Acquisitions;  Chief Financial Officer, Spain; Senior  Vice President Investor Relations;  and, from 2016 to 2018, Chief Financial  Officer of E.ON UK plc. In 2018 Anke  joined KION Group AG, active in the  capital goods sector and publicly listed  on the German stock exchange, as  Group Chief Financial Officer & HR  Director, a role she held until stepping  down in 2022. |  | Anke was appointed as the non-  executive director responsible for  engaging with employees on behalf  of the Board in October 2024.  Current external appointments  Member of the Supervisory Board at  E.ON SE and the Administrative Board  at DKV Mobility Group SE. |
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|  | Saki Macozoma  Non-executive director  Appointed to the Board  May 2022  Independent  Yes  Committee memberships  Audit, Nominations  Qualifications  BA in Economics and Politics from  the University of South Africa |  | Skills and experience  Saki  has a strong track record as a chair  and non-executive director across  a number of listed and private entities  and brings to the  Board significant  experience from a range of industries.  He also brings extensive insight into  the South African business environment,  including into key regulatory and  sustainability considerations for  Mondi’s  operations in  South Africa. |  | From 1993 to 1994, Saki  worked for  South African Breweries as Business  Development Manager, before being  elected a member of South African  Parliament in 1994, a position he held  until 1996. Saki went on to be appointed  a managing director at Transnet Limited,  the company responsible at that time  for South Africa’s rail network and  harbours and South African Airways.  In 2001, he joined New African  Investments Limited, a publicly listed |  | investment company, as Chief Executive  Officer, a role he held until 2004. He  was also previously chair of MTN Group  Limited and a non-executive director  of Standard Bank Group Limited,  Liberty Holdings and Murray and  Roberts Holdings Limited.  Current external appointments  Chair of Vodacom Group Limited, Safika  Holdings (Pty) Ltd, Tshipi é Ntle  Manganese Mining (Pty) Ltd and  Ntsimbintle Mining (Pty) Ltd. |
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|  | Dame Angela Strank  Purple_icon_9.svg  Non-executive director  Appointed to the Board  April 2021  Independent  Yes  Committee memberships  Nominations, Remuneration,  Sustainable Development (Chair)  Qualifications  BSc and PhD in Geology from the  University of Manchester and a  Chartered Engineer |  | Skills and experience  Angela  has extensive experience of  operating in large, international  companies in both executive and non-  executive roles, with expertise including  operations, technology and sustainability.  Her valuable knowledge of combining  technology, sustainability and low-  carbon energy brings key insight into  innovation for circular driven solutions  and business growth, and her experience  of international executive leadership  in the UK listed environment enables  her to bring guidance and challenge  to the Board. |  | Angela started her career with the  Institute of Geological Sciences before  joining BP plc in 1982, where she held  various international senior leadership  and strategic technology/engineering-  focused roles, including Chief Scientist  and Head of Downstream Technology,  and was a member of the group  executive committee from 2018 until  her retirement in 2020. Angela was  honoured with a Damehood (DBE)  in 2017, and is a Fellow of the  Royal Society, the Royal Academy of  Engineers and the Institute of Chemical |  | Engineers, as well as an honorary Fellow  of the UK Energy Institute.  Angela  was also a non-executive  director of Severn Trent plc until  March 2022.  Angela was Chair of Mondi  plc's Remuneration Committee from  May 2022 until the end of September  2024 when she stepped down from the  role to become Chair of the Sustainable  Development Committee.  Current external appointments  Non-executive director of SSE plc and  Rolls-Royce Holdings plc. |
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|  | Stephen Young  Purple_icon_10.svg  Non-executive director  Appointed to the Board  May 2018  Independent  Yes  Committee memberships  Audit ( Chair ), Nominations,  Sustainable Development  Qualifications  Graduated in Mathematics from  Southampton University, member  of the Chartered Institute of  Management Accountants (UK) |  | Skills and experience  Stephen  brings a strong financial  and general management background  to the  Board  with experience gained  internationally across a variety of sectors,  including industrial and engineering.  Stephen ’s experience brings crucial  insight to maintaining and developing  Mondi’s robust risk management  system and allows him to act as  an experienced sounding board  for executive management.  He spent his early career in commercial  accounting and finance roles at  companies including Ford Motor  Company, Mars, Inc. and Grand  Metropolitan plc (now Diageo plc). |  | He was Group Finance Director of  the Automobile Association until its  acquisition by Centrica in 2000 before  becoming Group Finance Director  at Thistle Hotels plc.  In 2004  Stephen  was appointed Group  Finance Director at Meggitt plc, an  international engineering business  specialising in aerospace equipment.  He held this role for nine years, before  being appointed CEO in 2013.  Stephen  stepped down from the board of  Meggitt plc on 31 December 2017. |  | He was also a non-executive director  and audit committee chair of Derwent  London plc from 2010 until May 2019  and of The Weir Group plc from  January 2018 until July 2024.  Current external appointments  None. |
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#### Executive

#### Committee and Company Secretary

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| 1.WEB23_Andrew King 1_retouched_new Ex Co crop.jpg | | |  | 2.Mike Powell new Ex Co crop.jpg | | |  | Diversity of the  Executive Committee | | |
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|  | | Andrew King biography  Page  [76](#ie52910602c524cc9b3c64edca3aa78f5_1-1-1-1-577759) |  |  | | Mike Powell biography  Page  [76](#ie52910602c524cc9b3c64edca3aa78f5_1-1-1-1-577759) |  |  |  |  |
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| 3.Marita Erler new crop.jpg | | |  | 4.Markus Gartner new crop.jpg | | |  |  | | |
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|  | Marita Erler  Chief People Officer  Appointed to the Executive  Committee  April 2024  Qualifications  Graduated in Business Administration  from the University of Economics and  Business in Vienna | |  | Skills and experience  Marita has extensive experience in  the HR field and a strong strategic  and operational business focus, having  held senior HR roles in a complex  multinational environment for more  than 20 years.  Marita started her career as a  consultant focusing on change  management and structural and  process improvements across a range  of industries. She went on to join |  | Jenbacher AG in 2002 as Organisation  and Talent Development Leader, before  being appointed HR Integration Leader  when Jenbacher AG was taken over  by General Electric (GE) in 2003.  Since 2003, Marita has held various  senior HR roles at GE, including Global  HR Director for GE Jenbacher, which  subsequently became GE Gas Engines,  and Vice President HR Europe, GE  Energy Management. In 2015, Marita was  appointed Vice President HR, Steam |  | Power Systems Rotating Equipment  and Product Management, and then  Executive Vice President HR, Steam  Power in 2017, leading a global HR  organisation with teams in Europe, the  Middle East, India, China, Southeast  Asia and the Americas. Marita held this  role until joining Mondi as Chief People  Officer in April 2024.  Current external appointments  None. | | |
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|  | Markus Gärtner  CEO, Corrugated Packaging  Appointed to the Executive  Committee  October 2018  Qualifications  Doctorate of Technical Sciences from  ETH Zürich and a Master of Science  in Electrical Engineering from  Stanford University | |  | Skills and experience  Markus  has significant industrial and  international business experience.  He started his career at McKinsey &  Company, working on numerous  operational and strategic projects  across a variety of industries.  Markus went on to join Novelis AG,  a leading producer of rolled aluminium  products, where he held various roles  in strategy and sales with growing  responsibility, until he eventually  became the head of one of Novelis’  three businesses as Vice President &  General Manager Specialities. |  | In this capacity, he was responsible for  a diverse range of applications, including  consumer packaging solutions and  industrial products.  Markus  joined  Mondi  in September 2018  as CEO, Fibre Packaging/Paper and was  appointed to the Executive Committee  in October that year. He subsequently  became CEO, Corrugated Packaging  in October 2019.  Current external appointments  None. |  |  | | |
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|  | Lars Mallasch  Group Technical & Sustainability  Director  Appointed to the Executive  Committee  September 2020  Qualifications  Graduated in Paper Technology  from the University of Applied Science  in Munich | |  | Skills and experience  Lars  has extensive experience in the  pulp and paper industry, having worked  in the industry for over 25 years.  Lars  began his career with a paper  making apprenticeship and then  studied Paper Technology in Munich.  He joined Voith, the global technology  company, in 1997 as Commissioning  Engineer for Capital Projects. Lars  subsequently held a variety of  management roles in Voith Paper’s  board and packaging division, gaining  a wide range of experience and  working internationally in a number  of different countries. |  | After 14 years with Voith, Lars  joined  Mondi in 2011 as Group Head of Capital  Expenditure, a role he held for six years.  Alongside this, he held the role of  Technical Director Containerboard  between 2012 and 2014 and Technical  Director Packaging Paper from 2014  until 2018. He also held the role of  Operations Director at  Mondi’s  Štětí mill  between 2017 and 2019. |  | In 2019,  Lars was appointed as  Mondi’s  Corrugated Packaging Technology  and Capex Director and alongside  this, was appointed as Director of  Containerboard Operations at  Mondi’s  Syktyvkar  and Richards Bay mills in  February 2020.  Lars was appointed to his current role,  and as a member of the Executive  Committee, in September 2020.  Current external appointments  None. | | |
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|  | Vivien McMenamin  CEO, Uncoated Fine Paper &  South Africa  Appointed to the Executive  Committee  October 2017  Qualifications  MSc in Economics from the University  of London and Advanced High  Performance Leadership Certificate  from IMD Switzerland | |  | Skills and experience  Viv has more than 20 years’ experience  in the pulp and paper industry, having  held executive responsibility in Mondi  South Africa for marketing and sales,  human resources, corporate affairs and  transformation. Viv’s roles have included  Mondi Group Head of Sustainable  Development and Director Land  and Forestry, giving her significant  sustainability experience and insight. In  October 2017, she was appointed CEO  of Mondi  South Africa and in October |  | 2023, she was appointed CEO,  Uncoated Fine Paper.  Viv was instrumental in the  establishment of Mondi Zimele,  Mondi’s  small business development  organisation, and crafting  Mondi’s  innovative approach to land reform.  Prior to  Mondi, Viv worked in  government and the anti‑apartheid  movement in South Africa, serving  Nelson Mandela as a member of the  President’s Task Force on Local  Economic Development and as a |  | member of President Thabo Mbeki’s  Economic Advisory Panel.  Viv previously served on the boards  of SiyaQhubeka Forests, the  South African Association for Marine  Biological Research (SAAMBR)  and Durban Girls College.  Current external appointments  Non-executive director of KAP  Industrial Holdings Limited and of  Business Leadership South Africa . | | |
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|  | Thomas Ott  CEO, Flexible Packaging  Appointed to the Executive  Committee  January 2022  Qualifications  Graduated in Business Administration  from the WU-Vienna business school | |  | Skills and experience  Thomas  has extensive experience  in the industrial bags and consumer  packaging industries, having held  a variety of roles with Mondi  for  more than 25 years, building  Mondi’s  Industrial Bags business and shaping  Mondi’s  portfolio in  Europe .  Thomas started his career with Deloitte  & Touche in 1992, before joining Mondi  in 1995 as a financial controller. |  | He went on to hold a number of  leadership roles within Mondi before  becoming COO, Industrial Bags in 2012,  a role he held until 2019. During this time,  he successfully restructured  Western  Europe  and supported  Mondi’s growth  in North America, the Middle East  and Africa.  Thomas  briefly moved to Amcor EMEA,  focusing on consumer packaging as a  member of the EMEA executive team |  | in the role of VP Food, Snacks and  Confectionery, before returning to  Mondi in March 2021 as COO, Kraft  Paper & Paper Bags.  In January 2022 , he was appointed CEO  of  Mondi’s Flexible Packaging business.  Current external appointments  None. | | |
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|  | Jenny Hampshire  Company Secretary | |  | Skills and experience  Jenny, a fellow of the Chartered  Governance Institute, joined Mondi  in  May 2007 and has held various roles  in the company secretariat, including five  years as Assistant Company Secretary. |  | She was appointed Company Secretary  of Mondi plc in December 2016. Prior to  joining Mondi, Jenny worked for The  BOC Group plc in its company  secretariat. |  |  | | |
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#### Corporate governance report

### Board

### leadership and company purpose

#### Promoting long-term

#### sustainable success

The role of businesses in society remained

a subject of close public scrutiny in 2024,

with continued focus on how companies

impact the environments in which they

operate. Having an effective board in place,

consisting of directors with the necessary

skills, knowledge and integrity, is key

to understanding and managing these

impacts, and ensuring that Mondi

understands and fulfils its responsibility

to society. The Board provides leadership

to the Group, establishing its strategy with

the aim of achieving long-term sustainable

success for Mondi, our shareholders and

our other stakeholders. The biographies

for Mondi’s Board members, setting out the

competencies they bring to the Board and

the skills and experience that allow them

to contribute to the long-term success of

Mondi, can be found on pages [76](#ie52910602c524cc9b3c64edca3aa78f5_1-1-1-1-577759)-[77](#ie52910602c524cc9b3c64edca3aa78f5_29-7-1-1-577759).

Mondi’s  purpose, strategy and culture

define The Mondi Way and how we run

our business. This is illustrated in our

business model, set out on pages [8](#i5ea205a98724483f90a2a76cf5ac789a_49)-[13](#ic0d066ddb6024d09a92c9a21dc043b27_1769),

which explains how we achieve our

purpose and deliver value for stakeholders

while ensuring sustainability is at the

centre of everything we do. Strong,

ethical leadership, supported by a robust

corporate governance framework, is

crucial to the achievement of our purpose

and strategy in a way that balances the

interests of our key stakeholders while

creating long-term sustainable value.

Supported by its committees, the Board has

responsibility for setting and overseeing the

implementation of the Group’s strategy,

ensuring the implementation of an

appropriate risk management framework

and overseeing sustainable financial

performance. Mondi’s governance

framework and our culture of transparency

ensure that the Board has the information

it needs to assess the risks and

opportunities facing the Group and

the sustainability of the business model.

The structure of the Board and its

committees, the division of responsibilities

and the policies and procedures in place

to facilitate the effective operation of

the Board are detailed on pages [86](#i1f0d3f4d79f34d9bb581e7ad2a00cc6f_5788)-[87](#ibfc65c8fa95f436d8c249e6bd5ba5157_29-21-1-8-577759).

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![]()

![Monitoring culture graphic-01.svg]()

#### How

#### the Board monitors

#### culture

Mondi’s culture defines our behaviour

and the way we do business, across

the Group , within our operations and in

the boardroom. It is critical to fulfilling

our purpose and achieving long-term

sustainable success. The Mondi Way sets

out the key values that form the foundation

of our culture. It is reinforced by our Code

of Business Ethics which comprises the

principles governing the way we behave

and conduct business – legal compliance,

behaving with honesty and integrity,

respect for human rights, consideration of

stakeholders and sustainability. The Board’s

responsibility for assessing and monitoring

the culture of the Group is embedded in

the Matters Reserved for the Board.

There are a number of ways in which

the Board monitors and assesses culture

and how well it is embedded across the

Group, with the insight acquired used

as context for discussions and decision-

making, including:

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![Site_Visit_icon.svg]()

#### Site visits

The directors regularly take opportunities

to visit Mondi’s key assets and operations

so that they can get a more in-depth

understanding of the business. Such

visits offer directors the opportunity

to see for themselves how our safety

and sustainability culture is working in

practice, to talk to local management

and employees and to see how Mondi’s

values are communicated at a local level.

During 2024, in addition to visits to sites

by individual directors, the Board visited

Mondi’s mill in Ružomberok (Slovakia),

more details of which can be found on

page [83](#i4e2255fc211a402290e99b7658980ae4_1-1-5-1-577759).

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|  | Board leadership and company purpose  Page  [82](#ib8dec9a5cbb84243a7c37e5134aadc05_21945)-[85](#ib8dec9a5cbb84243a7c37e5134aadc05_21944) |

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![Speak_Out_icon.svg]()

#### SpeakOut

Mondi has an anonymous whistleblowing

and grievance platform called ‘SpeakOut’

operated by an independent third party.

Any type of concern can be raised via

SpeakOut, and the Board and Audit

Committee receive regular reports of the

messages received. These reports provide

insight into matters of concern to our

employees and other stakeholders and

draw out behaviour that is contrary to

Mondi’s values.

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|  | SpeakOut  Page  [74](#i5ea205a98724483f90a2a76cf5ac789a_172) |

![Board_presentations_icon.svg]()

#### Board

#### presentations

The Board has in place a rolling programme

of presentations from members of the

Executive Committee and other senior

management. These presentations give the

directors direct exposure to members of

senior management beyond the executive

directors, allowing directors the opportunity

to ask questions and hear their views.

The directors also gain valuable additional

insight helpful to succession planning

discussions. Presenters and members

of local management are also invited

to attend Board dinners, which offer a

more informal setting for discussion.

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|  | Division of responsibilities  Page  [86](#i5ea205a98724483f90a2a76cf5ac789a_187)-[90](#i247d38a79870464bb48653d657590cb3_3-3-1-1-577759) |

![Employee_results_icon.svg]()

#### Employee Survey results

The Board receives regular reports on the

results of our Employee Surveys, the issues

raised and the follow-up actions being

taken, giving the Board an insight into how

employees feel about the culture of the

Group. Our global Employee Surveys also

help us to measure progress towards our

MAP2030 Created by Empowered People

commitments. The results of the last Group -

wide survey, undertaken in the first half of

2023, were used to calculate our Purposeful

Workplace Index and Inclusiveness Index

scores, which provide the Board with an

objective way to assess employee views

in relation to, among other things, respect,

fairness, trust, recognition, the working

environment and mental wellbeing.

These indices also give us a way of directly

measuring and monitoring aspects of

culture over time, with targets in respect

of the Purposeful Workplace Index and

Inclusiveness Index scores forming part

of our MAP2030 Created by Empowered

People commitments. In response to the

survey findings, a global 'Safe to Speak Up'

pulse survey was conducted in 2024 to draw

further insights from employees on the

factors they felt might deter them from

speaking openly and honestly.

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|  | Created by Empowered People  Page  [37](#i5ea205a98724483f90a2a76cf5ac789a_124) -[40](#i3ada7bc826a34e96b5399c011b0326f6_2-1-1-1-705595) |

![Safety_reports_icon.svg]()

#### Safety reports and statistics

The Board reviews safety statistics and key

safety focus areas at every meeting.

Caring for our employees is fundamental

to Mondi’s culture and this includes ensuring

safe behaviour. Reviewing the safety reports

highlights to the Board any concerns

around the approach to safety specifically

or indications of wider leadership or cultural

issues at particular plants or mills. Safety is

also a key focus during site visits, with

behaviour on the ground an indicator as to

how well Mondi's culture is embedded.

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|  | Created by Empowered People  Page  [37](#i5ea205a98724483f90a2a76cf5ac789a_124)-[40](#i3ada7bc826a34e96b5399c011b0326f6_2-1-1-1-705595) |

![Review of key policies_icon.svg]()

#### Review of key policies

The Board undertakes an annual review

of Mondi’s key policies. This gives the

Board the opportunity to assess whether

policies remain suitable for Mondi, reflect

the Group's culture and values and support

its long-term sustainable success. While

there were no material changes to Mondi’s

policies as a result of this review during

2024, the opportunity was taken to update

Mondi's Diversity & Inclusion Policy to align

with current practice.

![Feedback_icon.svg]()

#### Feedback from non-executive

#### director responsible for engaging

#### with employees

During the year, Anke Groth was appointed

as the independent non-executive director

responsible for engaging with employees

on behalf of the Board, replacing Sue Clark.

This engagement with our employees

provides the Board with valuable insight into

how groups of our employees are feeling

about Mondi and any matters of concern to

them, giving the Board helpful information

concerning how well the Group’s culture is

embedded across the organisation and any

issues that might need greater attention.

Information relating to the outcomes of this

engagement during 2024 can be found on

pages [82](#ic30f01f58c05441db8794d5666e16ec1_4-1-1-3-577759)-[83](#ib8dec9a5cbb84243a7c37e5134aadc05_21943).

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#### Corporate governance report

#### continued

### Board

### leadership and company purpose



### continued

#### Stakeholder

#### engagement

Understanding the impact of our business

on our key stakeholders, their long-term

interests, and the environment in which

we operate is central to the Board’s

decision‑making. This is reflected in Mondi’s

Code of Business Ethics, recognising the

fact that engagement and collaboration

with our stakeholders is essential if we are

to fulfil our purpose, deliver our strategy

and create long-term, sustainable value in

a manner that reflects our high standards

of business conduct. Understanding what

matters most to all our stakeholders allows

us to make balanced judgements.

#### Our approach

Mondi categorises its stakeholders into

six key groups, as set out on pages [50](#i5ab7aa3a94934778b1d7014ca702a7ae_0-0-1-1-664578)-[51](#i05073fb76a34451a9cd0140cfbb642ce_2-1-1-1-664575),

and the Board reviews and agrees these

annually. The Board's rolling agenda is

designed to ensure that throughout the

year, the directors are able to continually

evolve their understanding of these

stakeholders and the material issues

relevant to them, with this knowledge

ultimately feeding into their deliberations.

This is supported by a detailed materiality

assessment conducted at least every three

years which helps us to identify the issues

of greatest importance to our stakeholders.

The results are driven by inputs from a

range of sources, including surveys and

interviews with internal and external

stakeholders.

While the Board undertakes a level

of direct engagement, engagement

responsibilities are embedded throughout

the organisation, ensuring that regular

feedback is obtained from those colleagues

with the strongest day-to-day relationships

with stakeholders. Through our delegation

framework, the output from this

engagement is relayed to the Board,

through the Executive and other

committees of the Board and members

of senior management.

Information enabling the Board to assess

and understand the views and priorities

of our key stakeholders comes from

a number of different sources, including:

– presentations from the CEO of each

business unit, and other members of

senior management, highlighting those

stakeholder issues that are of specific

relevance to their business or area

of responsibility. This included the views

of our customers and how these

influence product development

and key sustainability considerations

(see page [90](#iac9c754261f84f979273d80574ccab5c_1-1-1-5-797099) for more information);

– updates on the global initiatives Mondi

participates in, primarily related to

sustainability matters, and collaboration

with external bodies;

– regular environmental performance

reviews, including metrics on our

greenhouse gas emissions, given

at meetings of the Sustainable

Development Committee, which all

Board members usually attend;

– detailed review of the results of the

latest customer satisfaction survey; and

– updates and briefings in relation to

matters impacting the environment in

which we operate, including regulatory

changes and market developments,

as well as legislative developments

impacting our customers and suppliers.

During 2024, the Board also heard directly

from one of Mondi's largest customers,

providing valuable insight into its priorities,

its biggest challenges from a packaging

perspective and what it expects from its

suppliers.

To assist the Board, in addition to the

above, all papers requiring material

decisions include clear explanation as to

the expected impact on those stakeholders

relevant to the decision, whether positive or

negative. For capital expenditure decisions

in particular, a more comprehensive review

of the impact on our stakeholders is part

of the established process we have for

developing the necessary business case.

On the following pages, we focus more

specifically on how we have engaged with

employees and investors.

#### Impact on decision-making

The decision to acquire Schumacher

Packaging's Western Europe Packaging

Assets is just one example of how the

Board has considered the interests of our

key stakeholders, and its wider duties under

Section 172 of the Companies Act. Of

particular relevance for the Board were the

potential benefits to customers, through

the expansion of Mondi's corrugated

footprint in Western Europe, the ability to

broaden its product portfolio and the

enhancement of its eCommerce offering.

From an investor perspective, alignment

with Mondi's strategy was considered, as

well as the growth opportunities and

expected financial contribution offered by

the acquisition. As with all Board decisions,

the interests of Mondi's employees, as well

as those affected Schumacher Packaging

employees, were also at the forefront.

Alongside this, the likely impact of the

transaction on Mondi's risk profile and

relevant principal risks was considered,

enhancing the Board's understanding of

the likely consequences of the transaction

in the long term.

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|  | How the Board engages  with employees  Our employees are core to Mondi’s  long-term sustainable success, and as  a global employer, employing around  22,000 people across more than  30 countries, we have a responsibility  to provide a safe and healthy working  environment, to operate with integrity  and to instil a culture that supports  our people in fulfilling their potential.  Our approach  Understanding the experiences and  views of our employees, and the issues  that matter most to them, is an area  of focus for the Board , with this insight  allowing the directors to assess the  impact of their decisions on our  workforce. We use a combination of  different methods to engage with our  employees. Some of our people are  office based but many work in our  production facilities and so no single  method is suitable. By using a range  of methods, we aim to reach as many  people as we can, engaging with them  in the manner most suitable for them.  In October 2024,  Anke Groth, an  independent non-executive director,  was appointed as the director  responsible for engaging with Mondi’s  employees on behalf of the Board.  Anke replaced Sue Clark in this role  following Sue's appointment as Senior  Independent Director and Chair of  the Remuneration Committee. Anke's  leadership roles and exposure to a  broad range of stakeholders during her  executive career, including during her  time as Chief Financial Officer and  HR Director of KION Group AG, mean  she is well positioned to take on  this responsibility.  Key initiatives in 2024  During 2024, between them, Sue and  Anke have undertaken a number  of engagements with a broad range  of employees, the format of which varies  depending upon the location and audience  to ensure the sessions are as productive  and valuable as possible. | | |

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The subject matter is usually driven by the

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|  | Board site visits |  |  |  |
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|  | The June  2024  Board programme  was held at our  Ružomberok mill  (Slovakia). The two-day visit  incorporated the scheduled Board  and committee meetings but also  included presentations from the local  management team and a tour of the  mill. The Board was given insight into  the mill's product portfolio, safety and  financial performance, local diversity  and inclusion initiatives and progress  against the MAP2030 commitments,  before seeing the mill in action.  A dinner with representatives  from the mill was also held, offering  the opportunity for direct and  more informal engagement with  Board members.  Such visits are invaluable to the Board,  with the programmes designed to  facilitate broad engagement. They  allow the directors to experience the  culture and safety approach first hand  and to engage directly with those on  the ground in the operations. |  | In addition to Ružomberok, Philip Yea  and Sue Clark visited Mondi's Kuopio  mill (Finland) in May 2024, more details  of which can be found opposite. Philip  also visited Mondi's Izmit and Gebze  plants (Türkiye) in September 2024.  In January 2024, the Board  programme was held at our Group  office in Vienna (Austria), facilitating  in-person engagement between the  Board and members of senior  management based in Vienna.  In particular, an invitation to attend  a Board dinner was extended to a  wide group of people, with attendees  ranging from function heads to HR  business partners and key members  of operational management. Such  events offer valuable insight for the  purposes of succession planning and  monitoring and assessment of the  organisational culture.  The Board undertook a similar visit to  the Vienna Group office in January  2025 and intends to undertake a  further site visit later in the year. |  |
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employees and can cover topics ranging

from safety and strategy, to sustainability

and remuneration. Feedback is provided to

the Board after each event on the matters

raised and the themes emerging during

these engagements.

As an example, in May 2024, during a visit

to Mondi's Kuopio mill (Finland), Sue,

together with Philip Yea, undertook a

number of engagement sessions with

a cross-section of employees, including

HR and local employee representatives,

safety personnel and members of local

management. The sessions consisted of

open, two-way discussions in relation to

a broad range of topics including safety,

culture, diversity and inclusivity and the

recent investment at the mill, including the

mill's relevance to the Group's broader

strategy. The results of the last Employee

Survey were also discussed, with insight

given into why employees might not feel

sufficiently recognised for their efforts, a

theme also identified from the broader

survey results. These discussions provide

insight into what matters to our employees

on a local level and how specific local

cultural elements can influence behaviour,

providing an alternative to the Group-wide

perspective that the Board usually sees.

Sue also joined a Social Psychology

of Risk training session at the Štětí mill

(Czech Republic) during the year. The

interactive session was aimed at educating

local management on the psychological

and cultural elements that can result in

unsafe behaviour. Sue's feedback from

the session reinforced the Board's belief

that there is a strong commitment to safety

and clear leadership buy-in within the

operations, and that the Group's safety

culture is well embedded. However, there

is a continued need to proactively focus

on human behaviour when considering how

to further improve safety performance.

Alongside this, Mondi has a European

Works Council, a formally constituted body

designed to facilitate communication with

our employees. The meetings offer

employee representatives an opportunity to

hear about developments across the

business, while also providing an open forum

for employees to ask questions and to

express their views directly to members of

senior management.

The last meeting of the European Works

Council was held in October 2024. The

meeting was attended by representatives

from across Mondi’s European operations,

as well as the Group CEO, the Chief People

Officer and the Group Head of Safety &

Health. Anke Groth also attended the

meeting, further reinforcing the value of

these meetings and providing employee

representatives with a direct channel

of communication to the non-executive

members of the Board. The meeting

consisted of presentations relating to

matters including safety performance,

financial performance, progress with

major capex projects and the HR strategy,

providing attendees with a wide range of

information on the operation of the business.

The formal presentations were followed

by a question and answer session, allowing

participants to openly engage and to raise

questions and comments on a broad range

of topics. Of particular focus for participants

were the recently announced acquisition

of Schumacher Packaging's Western

Europe Packaging Assets, recent safety

performance, the 2025 budget process in

the context of the uncertain macroeconomic

environment and actions in response to the

recent 'Safe to Speak Up' pulse survey.

Matters raised during these meetings are

subject to subsequent follow-up where

appropriate, with further information

provided to participants where required.

A dinner was also held for participants,

allowing further opportunity for

more informal engagement outside

of the meeting.

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#### Corporate governance report

#### continued

### Board

### leadership and company purpose



### continued

#### Other mechanisms

The Board also uses the following

mechanisms to ensure it has a broad view

of the issues affecting our employees

and their views on key matters:

– feedback from the CEO and other

Executive Committee members, who are

in regular contact with a wide spectrum

of employees from across the Group;

– results of global and local Employee

Surveys, providing insight into the issues

that matter most to our employees and

how they feel about working for Mondi,

guiding decisions that might impact

employees and allowing the Board to

identify areas for future focus. A number

of the questions are also designed to

test the culture in the organisation and

to allow the Board to judge how well

the desired culture is embedded;

– leadership forums, incorporating the

Mondi Diamond Awards, usually

attended by the Chair of the Board

and held approximately every two

years, providing the opportunity for

engagement with a wider range

of senior employees from across

all areas of the business;

– SpeakOut reports, which are presented

to the Audit Committee and Board at

meetings throughout the year. The reports

provide details of the messages received

via our whistleblowing and grievance

platform, SpeakOut, giving the Board

insight into specific issues affecting

our employees and allowing the Board

to identify any trends. Further details on

SpeakOut can be found on page [74](#i5ea205a98724483f90a2a76cf5ac789a_172); and

– review of usage rates for Mondi’s Employee

Assistance Programme which offers

an anonymous counselling service for

employees.

The Board continues to believe that

this combination of methods remains

appropriate and effective, providing

insight into the views of a broad range

of employees from across Mondi’s

locations and allowing for two-way

engagement, with employees having

direct access to members of the Board

and senior management.

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![IR24_How the board has engaged with investors_GE_crop.jpg]()

#### How th

e

#### Board

#### engages

#### with investors

#### Our approach

Understanding the views of our investors

is fundamental to the way we run the

business, the development of our strategy

and how we shape our priorities. The

engagement we have with investors, both

directly and indirectly, allows the Board

to determine which issues are of most

importance to them and to understand what

long-term, sustainable value means from

their perspective. While recognising that

every investor has their own rationale for

investing in Mondi and that their investment

goals vary, ongoing engagement allows the

Board to take fully informed decisions, with

an understanding of how different groups

of investors may be impacted.

While the Chair is responsible for ensuring

effective communication with shareholders,

day-to-day management of this

engagement is delegated to the Group

CEO and Group CFO. They undertake

active engagement with investors on a

regular basis, meeting with Mondi’s largest

shareholders, analysts and other fund

managers. Meetings with the Chair are

offered on a regular basis and the Senior

Independent Director is available to meet

with shareholders as required, should any

issues arise that are not resolved through

the more regular channels. The committee

chairs are also available for engagement

with investors and other stakeholders

where appropriate.

In addition, the executive directors and

the Head of Investor Relations make

themselves available to investors on an

ongoing basis in order to maintain an

open dialogue, resulting in a number of

ad hoc meetings and calls taking place

throughout the year.

We also maintain ongoing contact with

our debt providers, and the Group CFO

and Group Treasurer hold regular meetings

with the credit rating agencies, relationship

banks and debt investors.

The directors are kept informed of the

views raised, with feedback from investors,

particularly from the full- and half-year

investor roadshows, presented and

discussed at Board meetings. Analyst

reports are also shared regularly with the

Board and consideration given to any views,

both positive and negative, regarding the

Group’s performance and future direction

and the perceptions of the management

team. These views provide context for,

and feed into, the Board’s discussions

around strategy, capital allocation and

succession planning.

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#### Key initiatives in 2024

Details of the key investor events that took

place during 2024 can be found opposite,

with feedback from these events covering

investor views on a range of topics, including

on the Group's performance, strategy, capital

allocation, the major capacity expansion

project pipeline, returns and sustainability

topics. One of Mondi's brokers also

presented to the Board during the year,

providing detailed insight into current

market perceptions of Mondi, the key focus

areas for Mondi's largest investors and

areas of focus for potential new investors.

This insight feeds into the development of

Mondi's investor communication strategy.

Mondi’s Annual General Meeting (AGM)

also presents an opportunity for

shareholders to question the directors

about our activities, performance and

prospects and continues to be a valuable

opportunity for direct engagement

between the Board and shareholders.

The AGM in 2024 was held as a fully

hybrid meeting, in line with the approach

taken in 2022 and 2023. Those shareholders

joining virtually were able to hear the meeting,

ask questions both verbally and in written

form and vote live during the meeting.

To maximise engagement, shareholders were

also able to submit their questions in advance

of the meeting, with written answers provided

in advance of the proxy voting deadline

wherever possible. All resolutions were

passed, with approximately 76% of the total

Group shares voted, indicating high levels

of engagement.

However, given the cost involved with

holding a fully hybrid meeting and the

extremely low number of shareholders taking

advantage of the hybrid facility, we have

looked at ways in which we can simplify the

arrangements while continuing to maximise

levels of engagement. As a result, for the

2025 AGM we have decided not to hold a

fully hybrid meeting. Instead, alongside the

ability to attend in person, we will offer a

webinar facility so that those shareholders

who cannot attend in person are still able

to listen to the meeting and ask questions.

However, shareholders using the webinar

facility will not be able to vote during the

meeting. As always, shareholders will also be

able to submit questions in advance of the

meeting, either to be read out and answered

during the AGM or, if preferred, for response

prior to the proxy voting deadline. We hope

that these arrangements continue to provide

flexibility for our shareholders and encourage

engagement, while at the same time

minimising cost and complexity.

Full details of the arrangements for the

2025 AGM, and explanations of each

resolution to be proposed at the AGM,

can be found in the 2025 AGM notice,

which is contained in a separate circular

to be made available to all shareholders

in advance of the meeting.

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|  | 2024 investor events | | | |  |
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|  |  | January | |  |  |
|  | General meeting to approve special dividend  and share consolidation  Bank of America SMID Conference | | | |  |
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|  |  | February | |  |  |
|  | Preliminary results announcement  Johannesburg and Cape Town full-year results roadshow | | | |  |
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|  |  | March | |  |  |
|  | London full-year results roadshow  ESG engagement calls | | | |  |
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|  |  | April | |  |  |
|  | Discussions with investors and advisory bodies  prior to Annual General Meeting | | | |  |
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|  |  | May | |  |  |
|  | Annual General Meeting and trading update  BNP Paribas Exane Future of Packaging Conference  Fixed income investor roadshow | | | |  |
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|  |  | August | |  |  |
|  | Half-year results announcement  Johannesburg and Cape Town half-year results roadshow | | | |  |
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|  |  | September | |  |  |
|  | London half-year results roadshow  Frankfurt investor roadshow  Morgan Stanley Big Five Conference  Jefferies fireside chat | | | |  |
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|  |  | October | |  |  |
|  | Trading update  ESG engagement calls | | | |  |
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|  |  | November | |  |  |
|  | UBS European Conference | | | |  |
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|  |  | December | |  |  |
|  | Bank of America European Materials Conference | | | |  |
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#### Corporate governance report

#### continued

### Division of responsibilities

#### Composition and independence

#### of the Board

The directors holding office during the

year ended  31 December 2024  are listed

below, together with their attendance

at Board  meetings. Biographical details

for those in office at the date of this report

can be found on pages  [76](#ie52910602c524cc9b3c64edca3aa78f5_1-1-1-1-577759)- [77](#ie52910602c524cc9b3c64edca3aa78f5_23-1-1-1-577759).

The size and composition of the Board

and its committees are kept under review

by the Nominations Committee. While

we are of the view that collectively there

is an appropriate balance of capabilities,

business experience, independence

and skills diversity on the Board to meet

the Group’s current business needs,

we are constantly assessing the mix

of competencies on the Board and its

committees and considering succession

planning requirements.

Meetings between the Chair and

non‑executive directors without

management present are held prior to

every  Board meeting. Sue Clark as Senior

Independent Director also met with the

other directors without the Chair present to

lead the review of the Chair’s performance.

#### Board policies and procedures

There are a number of policies in place

designed to ensure that the Board can

function effectively. These include:

#### Professional advice

A policy is in place pursuant to which

each director and each of the committees

may obtain independent professional

advice at Mondi’s expense in the

furtherance of their duties.

#### Directors’ and officers’ liability

#### insurance

Throughout the year to  31 December

2024, in line with market practice,

Mondi maintained directors’ and officers’

liability insurance.

#### Procedure for conflicts of interest

Company law and the articles of

association of Mondi plc allow directors

to manage potential conflicts. A formal

procedure is in place requiring any potential

conflicts to be reported to the Company

Secretary so that the conflict can be

discussed by the Board and authorised if

appropriate. The Board may impose any

restrictions on the authorisation that it

thinks appropriate. Conflict authorisations

are reviewed on an annual basis.

#### External directorships policy

To ensure that our directors are able to

dedicate sufficient time to Mondi, Mondi

has a policy setting out the parameters

regarding external appointments. Executive

directors must notify and obtain agreement

from the Nominations Committee before

accepting external positions. They are

permitted to retain any fee paid to them in

respect of directorships external to Mondi .

Neither of Mondi’s executive directors

currently holds a directorship external

to Mondi.

The policy also covers non-executive

directors, who are required to notify the

Chair of any proposed appointments,

including the time commitment and any

potential conflicts of interest, so that the

Board can consider and, if appropriate,

agree to the appointment. During the year,

it was agreed that Svein Richard

Brandtzaeg could join the board of Rotork

plc as a non-executive director. After

considering his other commitments,

including his decision to step down from

the board of Eramet Norway, and his

attendance record to date, it was

determined that he would continue to have

the necessary time to dedicate to Mondi.

#### Division of responsibilities

The division of responsibilities between

the  Chair and the Group CEO has been

clearly defined and approved by the Board.

The functions and duties of the Senior

Independent Director are also set out

in a separate statement.

The primary role of the Board, led by

the Chair, is to ensure the long-term

sustainable success of the Group, taking

into consideration the views and interests

of our key stakeholders. Our governance

processes and procedures provide a

framework to support the Board in the

fulfilment of this role.

There is a clearly defined Schedule of

Matters Reserved for the Board, setting

out those key matters that require Board

approval. The Board meets at least

seven times a year and an annual rolling

agenda is agreed with the Board to ensure

that all key matters reserved for its

consideration are covered in the annual

cycle of meetings. The Board is supported

by a number of committees, each of which

has its own terms of reference and annual

work programme. The Matters Reserved

for the Board and the terms of reference

are reviewed at least annually and are

available on the Group’s website.

The Chair, with support from the Company

Secretary, ensures the distribution of

appropriate materials, with meeting packs

being circulated electronically a week

before each meeting.

Where appropriate, other senior executives

and advisers are invited to attend and

present at meetings, providing the

non‑executive directors with a broader

perspective on matters under consideration

and assisting the Board with monitoring

performance and achieving its objectives

(see page [90](#iac9c754261f84f979273d80574ccab5c_1-1-1-5-797099) for more information).

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| Board attendance 1 |  |  |  |  |  |
| Directors |  |  |  |  |  |
| Philip Yea | 10/10 |  | Saki Macozoma | 10/10 |  |
| Svein Richard Brandtzaeg | 10/10 |  | Mike Powell | 10/10 |  |
| Sue Clark | 10/10 |  | Dominique Reiniche3 | 7/8 |  |
| Sucheta Govil2 | 1/2 |  | Dame Angela Strank | 10/10 |  |
| Anke Groth | 10/10 |  | Stephen Young4 | 9/10 |  |
| Andrew King | 10/10 |  |  |  |  |

1 The maximum number of meetings held during the year that each director could attend is shown next to the number attended.

2 Sucheta Govil joined the Board on 1 October 2024.  Sucheta was unable to attend one meeting following her appointment due to a pre-existing commitment.

3 Dominique Reiniche retired from the Board on 30 September 2024. Dominique was unable to attend one meeting prior to her retirement. The meeting was arranged at short

notice and Dominique provided her views ahead of the meeting.

4 Stephen Young was unable to attend one meeting during the year. The meeting was arranged at short notice and Stephen provided his views ahead of the meeting.

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| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Mondi Group  Integrated report and financial statements 2024 |  |  |  |  |

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| 87 |
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#### Board leadership and governance

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
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|  | The  Board | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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|  | Chair  Philip Yea | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | – Leads and manages the  Board , setting the agenda,  providing direction and focus and ensuring  effectiveness and open and transparent debate  – Undertakes regular engagement with the  Group CEO  in between meetings | | | | | | | | |  |  | – Ensures there is a constructive relationship between  the executive and non-executive directors  – Ensures high standards of corporate governance  and ethical behaviour and oversees the culture  of the Group | | | | | | | |  | – Oversees the induction, training and  development of directors and the consideration  of succession  – Ensures effective communication with  shareholders and other stakeholders  – Ensures the Board receives accurate, timely  and clear information to support discussion  and decision-making | | | | | | | |
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|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Group  CEO  Andrew King | | | | | | | | | | | | | | | | | | | | |  | Group  CFO  Mike Powell | | | | | |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | – Leads and manages the business  with day-to-day responsibility for  running the operations and, in  particular, the execution of strategy  within the delegated authority from  the Board  – Ensures the communication of  Mondi’s  values and goals throughout  the organisation, leading by example | | | |  |  | – Chairs the Executive Committee  and leads and motivates the  management team  – Ensures the  Group  has effective  processes, controls and risk  management systems | | | | | | |  |  | – Develops and implements  Group  policies, including with regard to  safety and sustainability  – Together with the  Group  CFO ,  leads the relationship with  institutional shareholders | | | | | |  |  | – Manages the day-to-day  operations of the Group , in this  case within his remit as  Group  CFO , in accordance with authority  delegated by the  Board  – Together with the  Group  CEO ,  leads the relationship with  institutional shareholders | | | |  |
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|  | Senior Independent Director  Sue Clark | | | | | | | | |  | Independent non-executive directors  Svein Richard Brandtzaeg , Sucheta Govil, Anke Groth , Saki Macozoma,  Dame Angela Strank , Stephen Young | | | | | | | | | | | | | | | | | |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | – Provides support to, and acts as a sounding board  for, the  Chair  and the non-executive directors  – Acts as a point of contact for shareholders  – Available as a trusted intermediary for other directors,  as necessary  – Manages Chair succession | | | | | | | | |  |  | – Provide independent oversight of the  Group’s  activities  – Offer an external perspective to, and  constructively challenge, management  – Provide to the  Board  a diversity of  knowledge and experience  – Monitor management performance and the  development of the organisational culture | | | | | | | |  | – Review and agree strategic priorities and  monitor the delivery of the Group’s  strategy  – Ensure the integrity of financial reporting  and the effectiveness of internal controls  and risk management  – Determine executive director remuneration | | | | | | | |
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|  | Board committees | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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|  | Nominations Committee  Philip Yea ,  Svein Richard Brandtzaeg ,  Sue Clark,  Sucheta Govil, Anke Groth,  Saki Macozoma,  Dame Angela Strank ,  Stephen Young  Oversees the composition of  the  Board  and committees and  considers succession planning and  diversity, making recommendations  to the Board | | | |  |  | Audit Committee  Stephen Young ,  Svein Richard  Brandtzaeg ,  Sue Clark ,  Anke Groth , Saki  Macozoma  Oversees the Group’s corporate  financial reporting, the internal control  system, risk management and the  relationship with the external auditor | | | | | | |  |  | Remuneration Committee  Sue Clark, Sucheta Govil, Dame Angela  Strank, Philip Yea  Responsible for recommending overall  remuneration policy and the setting  of executive and senior management  remuneration | | | | | |  |  | Sustainable Development Committee  Dame Angela Strank, Svein Richard  Brandtzaeg,  Andrew King,  Stephen  Young  Oversees the  Group’s strategy,  commitments, targets and performance  relating to safety, the environment,  climate-related matters and other  sustainable development issues | | | |  |
|  |  | Nominations Committee report  Page  [94](#i5ea205a98724483f90a2a76cf5ac789a_193) | | |  |  |  | Audit Committee report  Page  [99](#i5ea205a98724483f90a2a76cf5ac789a_196) | | | | | |  |  |  | Remuneration report  Page  [111](#i5ea205a98724483f90a2a76cf5ac789a_220) | | | | |  |  |  | Sustainable Development  Committee report  Page  [108](#i5ea205a98724483f90a2a76cf5ac789a_211) | | | |
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| Executive Committee | | | | | | | | | | | | | |  | Disclosure Committee | | | | | | | | | | | | | |
|  | Day-to-day management of the  Group | | | | | | | | | | | | |  |  | Responsible for classifying and overseeing the prompt disclosure of inside  information and overseeing the creation of insider lists | | | | | | | | | | | | |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Company Secretary Jenny Hampshire | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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|  | – Supports the  Chair  in the delivery of accurate  and timely information ahead of each meeting  – Ensures compliance with  Board  and  committee procedures | | | | | | | |  |  | – Acts as a key point of contact for the  Chair and  non‑executive directors  – Provides support to the  Board  and committees,  and advises on governance, statutory and  regulatory requirements | | | | | | | | |  | – Provides advice on legal, governance and listing  requirements, in particular relating to continuing  obligations and directors’ duties | | | | | | | |
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| Mondi Group  Integrated report and financial statements 2024 |  |  |  |  |

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| 88 |
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#### Corporate governance report

#### continued

### Division of responsibilities



### continued

#### Board

#### activity

The key matters considered by the Board during the year are set out below. While this is not an exhaustive list, it provides insight into the

discussions of the Board and how it aims to promote the long-term success of the Group and achieve its key objectives. In addition to

the matters set out, each meeting includes a report from the Group CEO providing a market and operational update; a report from the

Group CFO on the Group’s financial performance; an update on safety performance; an update on the status of major capex projects;

and a report from the Company Secretary on recent governance and regulatory matters.

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|  | Strategy key | | |  |  |  |  |  |
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|  | Drive performance along  the value chain |  | Invest in quality assets |  | Empower our people |  | Partner with customers |  |
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|  | Topic |  | Activity |  |
|  | Operational  performance  Link to strategy    Stakeholders  impacted  – Investors  – Employees  – Customers  – Suppliers and  contractors |  | – Received regular updates from the  Group CEO  and detailed reports from the CEOs of the business units,  enabling the  Board to monitor operational performance and feeding into the annual strategy review.  – Monitored the implementation of a number of large capital expenditure projects, including ongoing projects  at our mills in Štětí ( Czech Republic) and  Duino (Italy), and at a number of our converting sites (see page  [17](#i564bc9c1ca6847db98db4ab28c9d5300_1-2-1-3-751578)  for more information).  – Received presentations in relation to pulp and paper technology developments, and detailed insights into  research and development activities, improving the Board’s knowledge and providing context for capital  investment decisions. |  |
|  | Strategy  formulation  and monitoring  Link to strategy    Stakeholders  impacted  – Investors  – Customers  – Communities  – Employees |  | – Concluded a strategy review session resulting in continued support for  Mondi’s  strategic direction and  confidence that  Mondi’s  strategy is sustainable in the long term (see page [89](#i38cd1e60cbcc4adaaaab24f71a1e7861_1-3-3-1-577759) for more information).  – Considered the potential acquisition of Schumacher Packaging's Western Europe Packaging Assets, taking  into consideration factors including the interests of key stakeholders (see page [82](#ib8dec9a5cbb84243a7c37e5134aadc05_21945) for more information),  Mondi's ability to finance the acquisition and the likely impact on Mondi's risk profile. The acquisition was  ultimately approved for an enterprise value of €634 million.  – Considered whether to make an offer for DS Smith, taking into consideration a broad range of internal and  external factors, including the interests of our investors, customers and employees and other stakeholders,  financing considerations, risks and opportunities from a sustainability perspective, the Group's broader risk  profile and cultural and integration considerations. After detailed discussions, the Board ultimately decided  not to proceed with an offer. |  |
|  | Financial  performance,  funding and  capital  Link to strategy    Stakeholders  impacted  – Investors |  | – Reviewed and approved the full- and half-year results and trading updates.  – Reviewed and approved the  Mondi Group Integrated report and financial statements, ensuring it is fair,  balanced and understandable (see page [105](#iedf076734b7f415d8c38e2499a8894d2_0-0-13-2-577759)  for more information).  – Considered dividend recommendations and declarations in light of the Group’s stated dividend policy, trading  performance and investor expectations. This resulted in the decisions to pay an interim ordinary dividend for  2024 in September 2024 and to recommend a final ordinary dividend for payment in May 2025 (see page [28](#ie69b3723affb40af905ab6da76e1e79d_18426)  for more information).  – Reviewed and approved the  Group business plan for 2025–2027, including the budget for 2025, considering  assumptions made and the reasonableness of the plan and focusing on the operational overviews, cash flow  management and capital allocation.  – Annual reviews of the Group Treasury and Group Tax functions and performance, including funding and  liquidity, providing context for capital allocation decisions. The Board concluded that it remained comfortable  with the approach in each of these areas and re-confirmed its support for the key treasury and tax policies  in place. |  |

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| Mondi Group  Integrated report and financial statements 2024 |  |  |  |  |

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| 89 |
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|  | Topic |  | Activity |  |
|  | Governance and  stakeholders  Link to strategy    Stakeholders  impacted  – Investors  – Employees  – Partners and  industry  associations  – Customers |  | – Reviewed the  Group’s  corporate governance framework in light of governance and regulatory developments,  concluding it remains appropriate.  – Reviewed investor feedback following the full- and half-year results announcements, providing input relevant  to future capital allocation decisions.  – Received a presentation from a key Mondi customer, giving the Board first-hand insight into the  requirements of our customers and where Mondi needs to prioritise its efforts.  – Considered the results of the customer satisfaction survey undertaken during the year, identifying the key  areas of focus and actions required.  – Reviewed the output from the  Board  performance review and agreed an action plan (see page [93](#i98c8acba2ca7407ea1391ccf9229c991_0-0-5-3-577759)  for  more information). |  |
|  | Safety and  sustainability  Link to strategy    Stakeholders  impacted  – Employees  – Suppliers and  contractors  – Customers  – Communities |  | – Monitored safety performance across the Group, including the number, type and severity of incidents.  There was particular focus on understanding the events that tragically resulted in a fatality at Mondi’s  Merebank mill (South Africa) and the life-altering injuries in our operations (see page  [40](#i3ada7bc826a34e96b5399c011b0326f6_2-1-1-1-705595) for  more information).  – Received updates on key sustainability regulatory and best practice developments from the  Group Head  of Sustainable Development through the Sustainable Development Committee, and via regular business  unit reviews.  – Monitored the work of the Sustainable Development Committee, focusing in particular on progress  against Mondi’s MAP2030  sustainability commitments, the Group’s  most material sustainability risks  and opportunities and preparations for reporting in accordance with the EU Corporate Sustainability  Reporting Directive. A detailed explanation of the work of the Sustainable Development Committee  can be found on pages [108](#i5ea205a98724483f90a2a76cf5ac789a_211) -[110](#id3d05f44935e4047a0344ce50d49b619_3-5-1-1-577759). |  |

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| 221118_STETI_2_PM5-7_1177_crop.jpg | |  |  |  |  |  |  |
|  | Strategy review  In 2024, the Board undertook its annual  review of Mondi's strategy, examining  the Group's current position, strategic  priorities, opportunities for future  growth, and detailed initiatives across  the business units. This comprehensive  review is designed to rigorously  evaluate the strategy and the  assumptions underpinning it, ensuring it  remains capable of delivering long-  term, sustainable value for  stakeholders, aligns with Mondi's  purpose and reflects the Group's values  and way of doing business.  Rather than being a standalone  exercise, the strategy review builds  on the Board's ongoing discussions  and committee work throughout  the year. These prior deliberations  provide vital context, culminating  in this in-depth assessment of the  Group's strategic direction. |  | The 2024 review specifically considered  key demand drivers, such as evolving  macroeconomic conditions, the growing  importance of sustainable packaging  and trends in eCommerce. It also  factored in the ongoing geopolitical  and macroeconomic uncertainties,  alongside recent market consolidation,  ensuring the strategy reflects current  and emerging challenges.  The  Group’s principal risks were  also considered during the  Board’s  discussions, with particular attention  given to whether changes in the risk  landscape might require adjustments  to Mondi’s strategy.  After detailed discussion, the Board  reaffirmed its confidence in the Group's  strategic direction. | |  |
|  |  |  | Our strategy  Page [14](#i5ea205a98724483f90a2a76cf5ac789a_67) |  |
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| Mondi Group  Integrated report and financial statements 2024 |  |  |  |  |

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| --- | --- | --- |
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| 90 |
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#### Corporate governance report

#### continued

### Division of responsibilities



### continued

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|  | Topic |  | Activity |  |
|  | Risk  management  Link to strategy    Stakeholders  impacted  – Employees  – Customers  – Investors |  | – Reviewed the  Group’s  risk management processes, plan and risk appetite levels and internal controls, with  consideration of risk monitoring, activities to ensure risk mitigation and independent assurance processes.  While the Board concluded that no changes to the principal risks were required, the emerging risks were  updated (see page  [62](#i5ea205a98724483f90a2a76cf5ac789a_151) for more information).  – Received half-yearly presentations on IT risks and cyber security (see page [100](#i152fa35120a64298b91329ef19229cd0_4798) for more information).  – Reviewed the Group's insurances, ensuring an appropriate balance of risk between the Group  and our  external insurers. |  |
|  | People and  culture  Link to strategy    Stakeholders  impacted  – Employees  – Customers  – Suppliers and  contractors |  | – Received updates from the non-executive director responsible for engaging with employees, through  the Sustainable Development Committee, providing insight into the culture and key employee issues  (see pages  [82](#ic30f01f58c05441db8794d5666e16ec1_4-1-1-3-577759)-[84](#ib8dec9a5cbb84243a7c37e5134aadc05_21946) for more information). These insights help to identify areas of focus for the Board  and feed into discussions with the Chief People Officer.  – Reviewed reports received via  Mondi’s  anonymous whistleblowing and grievance platform, SpeakOut  (see page  [74](#i5ea205a98724483f90a2a76cf5ac789a_172)  for more information), with consideration given to common themes and emerging trends.  – Reviewed and approved the Group’s Human Trafficking and Modern Slavery Statement. |  |
|  | Leadership  Link to strategy    Stakeholders  impacted  – Employees  – Investors |  | – In response to Dominique Reiniche's retirement from the Board, considered and approved, following  recommendations from the Nominations Committee, the appointment of Sucheta Govil as an  independent non-executive director (see page [96](#i96235aa91e4b4ecc8aaa7a5184e7c0e3_0-4-28-2-577759)  for more information), as well as other associated  changes, including changes to the chairs of the Sustainable Development and Remuneration Committees  and the non-executive director responsible for engaging with employees.  – Monitored the work of the Nominations Committee in relation to succession and talent management plans,  particularly in relation to the  Group CEO and CFO, as well as other senior management roles (see page [95](#ic743449b336640ceaa431a707ca9c8e7_11018)  for more information). |  |

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|  | Presentations from senior management | | | | |  |
|  | During the year, members of Mondi’s  senior management presented  to the Board on a variety of topics.  These presentations not only provide  insight into the business and culture  directly from those on the ground  but also support the  Board’s  focus  on succession planning, allowing  Board members to hear from, speak  to and get to know potential  future leaders.  Each of the business unit CEOs  provided updates on their areas  of responsibility within Mondi,  focusing on safety performance,  market position and dynamics,  evolving customer demands, financial  performance and people development,  as well as performance against key  sustainability metrics. |  | The specific impacts on each  business of developing trends and  key strategic drivers were also  reviewed, including sustainability,  eCommerce and digitalisation.  The other members of the Executive  Committee also presented to the  Board in relation to their areas of  responsibility. These presentations  included updates on technology  developments in  Mondi’s  core  manufacturing processes, operational  excellence and  Mondi’s strategy in  respect of energy usage and security,  as well as the approach to succession  planning and the attraction and  retention of talent within the  organisation. |  | In addition, the  Group  Head of  Fibre Sourcing presented  Mondi’s  wood sourcing strategy, the  Group  Head  of Digital Excellence provided an update  on the  Group’s digitalisation journey, and  the Group Communication Director  provided insight into internal and external  engagement priorities, focusing  particularly on the drive to increase  employee engagement through the  introduction of new employee  communication platforms.  The  Group Heads of Tax and Treasury  also updated the Board on their  current focus areas.  These presentations provided insight  into the priorities of a number of  Mondi’s key stakeholders and current  risk areas, and formed the backdrop  to other discussions, including the  annual strategy review. |  |
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| Mondi Group  Integrated report and financial statements 2024 |  |  |  |  |

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| 91 |
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### Composition, succession and evaluation

#### Induction, training

#### and development

Training and development are important

in ensuring the ongoing effectiveness

of the  Board  and that we have the right

combination of skills and knowledge.

This begins with an induction for all

new directors. While there is an outline

induction programme in place, this is

discussed with each new director and is

tailored to meet any specific requirements.

The aim is to familiarise a new director with

the nature of the Group’s business and

operations, highlighting the key challenges

and opportunities as well as the regulatory

environment in which the Group  operates.

The induction incorporates the key duties

of the director, including in relation to

Section 172 and stakeholder interests, and

the culture and values of the Group .

All directors are given access to an online

director handbook containing documents

including key policies and the terms of

reference for each committee. Details of

the induction programme for Sucheta

Govil, who joined the Board in October

2024, are provided below.

We also aim to ensure that existing

directors receive ongoing training and

development opportunities. We offer

the directors the opportunity to keep

up to date with regulatory, governance

and economic changes as well as

developments in the markets and

environments in which we operate. We do

this through Board presentations, both from

internal and external presenters, site visits,

updates aimed at providing wider context

to the Group’s activities and position in

the market, and regular reports from the

Company Secretary highlighting developing

trends and future changes in governance

and regulation.

In addition, we aim to hold at least

one Board meeting a year at one of

Mondi’s sites, giving Board members the

opportunity to refresh and develop their

understanding of Mondi’s operations.

Further details can be found on page [83](#i4e2255fc211a402290e99b7658980ae4_1-1-5-1-577759).

Each director can discuss any development

needs with the Chair at any time, but the

opportunity arises more formally during the

annual review process, when discussions

regarding individual performance are held.

In addition, all directors are encouraged

to strengthen and refresh their knowledge

by attending any workshops, seminars

and courses relevant to their respective

roles, and details of the availability

of these are provided regularly.

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|  | Director induction process | | | | | | | | |  |
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|  | Sucheta Govil's  induction  Following  Sucheta's appointment to  the Board in October 2024, a number  of meetings and briefings were  organised in order to provide her with  a detailed overview of the Group, and  to give her the insight and knowledge  required to make as full and effective  a contribution as possible. | |  | Meetings were held with each of the  Executive Committee members, allowing  Sucheta the opportunity to gain  an understanding of the Group's business  units, culture, risk areas and priorities,  and providing the context necessary  for matters discussed at Board and  committee meetings. Sucheta also met  the Company Secretary early on in the  induction process, with the session  covering matters including directors'  duties, share dealing procedures, Mondi's  approach to managing conflicts of interest  and key policies.  Given Sucheta's membership of the  Remuneration Committee, she also had  an in-depth briefing with the Group Head  of Reward and Head of Executive Reward  in relation to the Directors' Remuneration  Policy and the key focus areas for the  committee. The briefing provided context  for the matters the committee was  required to consider early in 2025 and the  discussions the committee will be  undertaking during the year in advance  of the new policy being put to a  shareholder vote in 2026. | | |  | Sucheta's induction is ongoing, with  further meetings and briefings being  arranged as appropriate. Site visits are  also a crucial element of the induction  process and so opportunities for  Sucheta to undertake such visits and  to see our operations first hand are  being identified. | |  |
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#### Corporate governance report

#### continued

### Composition, succession and evaluation



### continued

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| Board performance review process | | | | | | | | | | | | | |
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|  | Year 1 (2022)  External review  – Independent external board  performance review provider  selected and appointed.  – Scope refined and agreed between  the Chair and external provider.  – Questionnaires issued and one-  to-one interviews undertaken by  the reviewer with each director  and the Company Secretary.  – One-to-one calls between  the Chair and each director  to discuss the results.  – Results and actions discussed by  the Nominations Committee and  action plan agreed by the Board. | |  | Purple_arrow_1.svg |  | Years 2 and 3 (2023 and 2024)  Internal reviews  – Outcome from previous  performance review and progress  against each action assessed.  – Independent external provider  previously used for the external  performance review appointed  to facilitate internal reviews,  providing continuity. | | |  |  | – Questionnaires issued to  directors, Company Secretary  and other regular Board  attendees.  – One-to-one calls between Chair  and directors to discuss results.  – Results and actions discussed by  the Nominations Committee and  action plan agreed by the Board. | |  |
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In 2023, we conducted an internal Board performance review. The process was facilitated by Lintstock, an independent governance

advisory firm. Below are the key actions reported last year, and details of the progress we have made against those actions:

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|  | Action agreed from 2023 performance review |  | Progress achieved |
|  | To arrange for the Board to hear directly from major customers,  to supplement the insight already provided to the Board in  respect of customer requirements through presentations  from management. |  | In July 2024, the Global Head of Procurement Packaging from  one of Mondi's key customers presented to the Board, providing  detailed insight into the factors influencing its packaging  requirements and choices, the perceptions of its end consumers  and the input and support required from its suppliers. |
|  | To further develop and enhance the Nominations Committee's  approach to succession planning, particularly in respect of the  executive directors, with support from the newly appointed  Chief People Officer. |  | Following the appointment of the Chief People Officer in April  2024, a detailed succession planning session in respect of the  Group CEO was undertaken. More details can be found on  page [95](#ic743449b336640ceaa431a707ca9c8e7_11018). Similar sessions have also been held in respect of the  Group CFO and other Executive Committee members. |
|  | To continue to identify opportunities for interaction between the  Board and senior management on a less formal basis, with the aim  of supporting succession planning discussions and giving Board  members deeper insight into the organisation from both an  operational and cultural perspective. |  | Throughout the year, the Board has continued to engage with  senior management during Board meetings and site visits but has  also taken the opportunity to invite management to a combination  of formal and informal gatherings. |

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| 2024 Board performance review  In 2024, the Board took the decision to undertake a questionnaire-based performance  review facilitated by Lintstock. Given Lintstock carried out Mondi's external review in  2022 and supported its internal review in 2023, it was agreed that the continuity, follow-  up support and insight Lintstock could offer would be valuable. Lintstock has no other  connection to  Mondi  beyond the provision of board performance reviews. Anonymity  was ensured throughout the process to allow for the provision of candid and open  feedback by participants. The review process was led by Philip Yea in conjunction with  the Nominations Committee and is set out below. The review of the Chair was led by  Sue Clark as Senior Independent Director. | | |  | As a result of the process, the  Board  concluded that it continues to operate  in an effective manner, benefitting from  positive dynamics, strong engagement  and relationships with senior  management and a boardroom culture  that allows for open and constructive  challenge. Each director continues to  contribute effectively to the Board .  There was consensus around the  priorities for the forthcoming year, and  the key actions agreed by the Board  include:  – to maintain focus on value accretive  growth opportunities in line with  Mondi's strategy notwithstanding the  prevailing trading environment;  – to review the format of the annual  strategy review process, ensuring early  input from the Board so that the  agenda is tailored to focus on key  topics identified by both management  and the Board; and  – to review the structure and content of  Board agendas to ensure that topics  covered are appropriately spread  across the year.  The Board considers that it continues  to benefit from the annual review  process, the results of which help  guide the future focus of meeting  agendas and behaviours. |  |
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| Engagement | | |  |  |
| Decision to engage Lintstock to conduct the performance review | | |  |  |
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| Questionnaires relating to the Board, committees and individual performance  completed by directors, the Company Secretary and other regular attendees  at Board  and committee meetings | | |  |  |
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| Report issued | | |  |  |
| Detailed report from Lintstock setting out the questionnaire findings issued  and reviewed with the Chair | | |  |  |
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| One-to-one calls undertaken by the Chair with each director to discuss findings  and individual performance and findings related to individual committees reviewed  and considered by committee chairs | | |  |  |
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| Report considered at a meeting of the Nominations Committee | | |  |  |
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| Action plan recommended by the Nominations Committee and agreed by the  Board | | |  |  |
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#### Corporate governance report

#### continued

### Nominations Committee

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| Philip Yea  Chair of the Nominations Committee | | |
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| A primary responsibility of the committee is to  ensure that the composition of the Board and its  committees is appropriate and relevant to the  Group and that the Board continues to be in the  best position to deliver the Group's strategy. | | |
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| Composition and attendance1 | | |
| Members throughout the year | Committee member since | Meeting attendance |
| Philip Yea,  Chair | April 2020 | 5/5 |
| Svein Richard Brandtzaeg | April 2021 | 5/5 |
| Sue Clark | April 2021 | 5/5 |
| Sucheta Govil2 | October 2024 | 1/2 |
| Anke Groth | April 2023 | 5/5 |
| Saki Macozoma | May 2022 | 5/5 |
| Dominique Reiniche3 | October 2015 | 3/3 |
| Dame Angela Strank | April 2021 | 5/5 |
| Stephen Young | May 2018 | 5/5 |
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| 1 The maximum number of meetings held during the year that each director could  attend is shown next to the number attended.  2 Sucheta Govil joined the committee on 1 October 2024. Sucheta was unable to  attend one meeting following her appointment due to a pre-existing  commitment.  3 Dominique Reiniche retired from the Board and the committee on 30 September  2024. Dominique attended all meetings up to the date of her retirement. | | |
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| Other regular attendees | | |
| – Group CEO | | |

#### Dear Shareholder

I am pleased to present this report,

which provides an overview of the areas

of focus for the committee during the year,

and those for the year ahead, as well as its

key activities and the framework within

which it operates.

#### Composition

To ensure the committee has access to as

wide a range of knowledge and experience

as possible, each non‑executive director

is a member. In line with this practice,

Sucheta Govil joined the committee

upon her appointment to the Board

in October 2024.

#### Areas of focus

A primary responsibility of the committee is

to ensure that the composition of the Board

and its committees is appropriate and relevant

to the Group and that the Board continues to

be in the best position to deliver the Group’s

strategy, and to ensure that the business

operates in line with Mondi’s purpose, culture

and values. This includes overseeing Board

diversity and succession matters.

At the end of September 2024, we said

goodbye to Dominique Reiniche, who

retired after completing nine years on the

Board. I am grateful to Dominique for the

insight she provided to the committee's

discussions during her time with Mondi. In

preparation for Dominique's retirement, the

committee spent time considering the skills

and experience required by the Board and

its committees in the coming years and

how the committee memberships might

need to evolve. These discussions resulted

in a recruitment process being conducted

through an external search agency and I am

pleased to confirm that Sucheta Govil joined

the Board, and the committee, as an

independent non-executive director in

October 2024.

Dominique's retirement and Sucheta's

appointment also offered the opportunity

to refresh some of the key roles on the

Board. We were pleased to have the

breadth and depth of experience among

our existing Board members to be able

to manage succession to a number of key

roles effectively. In particular, Sue Clark

succeeded Dominique as Senior

Independent Director and was also

appointed as Chair of the Remuneration

Committee, while Dame Angela Strank

succeeded Dominique as Chair of the

Sustainable Development Committee.

They each bring a wealth of experience

to their respective roles and the committee

is confident that these changes ensure the

Board and its committees are well placed

to take the Group forwards.

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The committee's other primary focus is

succession planning  in relation to the Group

CEO, the Group CFO and other senior

management roles. While the committee

routinely reviews succession plans in this

regard, in light of the appointment of a new

Chief People Officer during the year, the

opportunity was taken to refresh its

approach. In particular, while there is no

current intention for Andrew King to step

down from the role, the committee took the

time to delve more deeply into the

succession plans for the Group CEO role,

focusing on the attributes required of a

successor and the potential candidates,

both internal and external. From an internal

perspective, the committee was keen to

understand the actions required in the short

and medium term to develop and prepare

potential candidates. From an external

perspective, the committee spent time, with

the support of an independent consultant,

debating the key criteria for the role and

exploring the universe of potential

candidates, including those likely to be ready

to take on the role in the longer term. The

exercise enabled the committee to develop

its thinking in this area and the output will

drive future conversations in this respect.

Similarly, the plans for the Group CFO

and other Executive Committee roles were

refreshed and discussed in detail.

The committee's succession planning

discussions take place in the context of

the Group's commitment to increasing

levels of diversity across the organisation.

While it is clear that there is still a long

way to go in this respect, and that the

MAP2030 target of 30% women across

the organisation by 2030 remains

challenging, it is encouraging to see the

significant work being undertaken in this

regard through the presentations given to

the Sustainable Development Committee.

Diversity is a clear focus of executive

management, in conjunction with local

management, and every effort is being

made to ensure that our succession plans

reflect our commitments in this area. More

information can be found on pages [96](#i96235aa91e4b4ecc8aaa7a5184e7c0e3_0-4-28-2-577759)-[98](#ib9556eee684042528630d9e7627750ea_7-5-1-1-577759).

A more detailed overview of the key

matters considered by the committee

during the year can be found below.

#### Committee effectiveness

The committee’s performance and

effectiveness were reviewed as part

of the Board performance review

undertaken during the year, more details of

which can be found on page [93](#i98c8acba2ca7407ea1391ccf9229c991_0-0-5-3-577759). I am

pleased to confirm that the committee is

seen to be operating effectively and

fulfilling the duties delegated to it by the

Board .

#### Philip Yea

Chair, Nominations Committee

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|  | Nominations Committee activity  Set out below are some of the key matters addressed by the committee. | | | | |  |
|  | Board  and committee composition  – Following the conclusion of a  recruitment process facilitated by an  external search agency, recommended  to the Board the appointment of  Sucheta Govil as an independent  non‑executive director.  – In response to Dominique Reiniche's  retirement, recommended to the  Board the appointment of Sue Clark  as Senior Independent Director and  Chair of the Remuneration Committee,  Dame Angela Strank as Chair of  the Sustainable Development  Committee and Anke Groth as the  director responsible for engaging  with employees.  – Reviewed the continued independence  of each non-executive director,  including consideration of their term  in office and any potential conflicts  of interest, concluding that each  non‑executive director remained  independent. |  | – Reviewed the time commitment  required of each non-executive  director, concluding that all  non‑executive directors continued  to devote appropriate time to fulfil  their duties to Mondi. Particular focus  was given to Stephen Young, who  reached his six-year term on the  Board in May 2024, and Svein Richard  Brandtzaeg, Sue Clark and Dame  Angela Strank, who each reached  their three-year term in April 2024.  Succession planning  – Considered the  Board’s succession  plans, in relation to existing directors,  the requirements of the  Board  and  committees in the longer term and  the skills and experience required  to support the Group’s  future  growth strategy.  – Reviewed the succession plans in  place for members of the Executive  Committee in the short and long term  (see above for more detail). |  | Board  performance review  – Monitored progress against the agreed  action plan from the 2023 performance  review process (see page [92](#i8ae8ed074d6645c79c974706fd518ee1_0-0-1-14-577759)  for more  detail).  – Considered and agreed the process  for the 2024 performance review of  the  Board , committees and individual  directors, to be facilitated by Lintstock  (see page [93](#i98c8acba2ca7407ea1391ccf9229c991_0-0-5-3-577759) for more detail).  Corporate governance and  other matters  – Considered, and recommended to  the Board, the re-election of all  directors at the AGM.  – Reviewed the committee’s terms  of reference, performance and work  programme for 2025 , agreeing minor  changes to the terms of reference  to align with the new UK Corporate  Governance Code.  – Considered, and agreed to, the  committee’s report for inclusion in  the Group’s  Integrated report and  financial statements. |  |
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#### Corporate governance report

#### continued

### Nominations Committee



### continued

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| Board  appointments  Mondi  has a rigorous and transparent process in place for the recruitment and  appointment of directors, led by the committee. This process was followed in relation  to the appointment of  Sucheta Govil as an independent non-executive director in 2024  and is set out below. | | |  | Russell Reynolds Associates, an external  search agency and signatory to the  Voluntary Code of Conduct for Executive  Search Firms, was engaged to assist  with the recruitment of an independent  non-executive director in preparation for  the retirement of Dominique Reiniche.  This led to the appointment of Sucheta  Govil with effect from 1 October 2024.  Russell Reynolds Associates does not  provide any services to the  Mondi Group  other than Board-level recruitment and  has no current connections with any  individual directors.  On appointment, each non-executive  director receives a letter of appointment  setting out, among other things, their  term of appointment, the expected  time commitment for their duties to  Mondi  and details of any committee  memberships. Non-executive directors  are initially appointed for a three-year  term, subject to annual re-election by  shareholders, after which a review is  undertaken to consider renewal of the  term for a further three years.  Diversity and inclusion  Mondi has a well-established  commitment to encouraging and  promoting diversity and inclusion (D&I).  This is reflected in our behaviour and  in our culture and values.  As a global organisation operating in more  than 30 countries, D&I is integral to how  we do business. We are committed to  creating an inclusive working environment  that is fair and non‑discriminatory, from  recruitment and people development  to reward and our approach to  talent management.  The Group’s D&I Policy, which was  approved by the Board, and updated  in January 2024, is intended to help  us meet these goals and support the  development of a diverse workforce.  It sets out guidelines for matters such  as recruitment, the use of search firms,  succession and annual reviews. You can  read the full policy on our website. | |  |
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| Key requirements agreed and candidate specification drawn up | | |  |  |
| taking into account succession planning requirements, gender, ethnic and other  forms of diversity and the key skills and experience required to strengthen  Board and committee capabilities and to ensure they have the competencies  necessary to manage the impacts of the business | | |  |  |
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| External independent search agent engaged | | |  |  |
| to assist with the selection process | | |  |  |
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| Search conducted and longlist of potential  candidates provided for consideration | | |  |  |
| which should include male and female candidates from a variety of backgrounds | | |  |  |
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| Shortlist chosen from longlist | | |  |  |
| for interview by the Chair  and at least one other appropriate director | | |  |  |
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| Shortlist reduced to an agreed number of candidates | | |  |  |
| for interview by other executive and non-executive directors | | |  |  |
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| Nominations Committee considers the preferred candidates | | |  |  |
| including ability to commit time to the role, confirmation that each individual  would be deemed independent on appointment and the likely views of key  stakeholders, including major shareholders and regulatory bodies and in relation  to financial, sustainability, strategy and risk management experience.  A recommendation is made to the Board | | |  |  |
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| Board considers the recommendation | | |  |  |
| and whether to proceed with the appointment | | |  |  |
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|  |  |  |  |  | Read more about the policy  [www.mondigroup.com/en/sustainability/](https://www.mondigroup.com/sustainability/approach/governance)  [governance-of-sustainability](https://www.mondigroup.com/sustainability/approach/governance) |  |
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Key elements of the D&I policy include:

At

#### Board

 and committee level:

– The Board supports the

recommendations and targets outlined

in the FTSE Women Leaders Review,

and is committed to ensuring gender

diversity on the Board and its

committees, and among the Executive

Committee and its direct reports.

– The Board supports the Parker Review

principles in relation to ethnic diversity

on boards and among senior

management.

– For Board appointments, we will, where

possible, engage executive search firms

signed up to the Voluntary Code of

Conduct for Executive Search Firms.

– Search firms will be asked to include

a sufficient number of qualified female

candidates and candidates from a variety

of ethnic backgrounds.

– At least annually, the Nominations

Committee will review succession plans

for the Board, Executive Committee

and other senior managers in light

of Group D&I levels, skills, experience

and diversity requirements.

– Mondi commits to the UN ‘Women

Empowerment Principles’.

At employee level:

– Recruitment activities are aligned with

our D&I Policy and applicable legislation

in jurisdictions in which we operate,

including to promote diversity of all types

and to ensure fair and non-discriminatory

working practices.

– We aim to ensure that a pipeline

of diverse candidates is considered

during succession planning.

– We aim to ensure that the nationalities

of candidates at long and shortlist stages

are appropriately representative of our

international footprint, subject to the

availability of suitable candidates.

– We aim to ensure fair and equal training

and development opportunities.

– We set targets where meaningful

and report on them as appropriate.

While appointments at all levels will

continue to be made based on skill and

ability, it is clear that all forms of diversity

are key to ensuring that we have access to

a broad mix of backgrounds, knowledge

and experience to meet our future business

needs. D&I is central to our succession

planning discussions and is critical to the

long-term success of our business. The

specific process followed for Board-level

appointments can be found on page [96](#i96235aa91e4b4ecc8aaa7a5184e7c0e3_0-4-28-2-577759) .

In 2024, we reported to the FTSE Women

Leaders Review that as at 31 October 2024,

we had 29% female representation on our

Executive Committee and 31% in the

direct reports to the Executive Committee,

giving a combined total of 30%. As at

31 December 2024, our combined total

was 29% (2023: 28%). While this represents

an increase compared to 31 December

2023, indicating we have increased our

gender diversity, we are not where we

would like to be. We have a diverse pool of

high‑calibre employees who have been

identified as having the potential to be

appointed to Executive Committee roles

in the future and every effort is being

made to prepare these employees for

progression within Mondi.

As at 31 December 2024, Mondi was in

compliance with the diversity targets set

out in Listing Rule 6.6.6(R)(9). There were

four female directors, representing 40%

of the composition of the Board, and

two directors from an ethnic minority

background. In October 2024, Sue Clark

was appointed as Senior Independent

Director, replacing Dominique Reiniche

following her retirement from the Board,

consistent with the requirement for one of

the senior positions on the Board to be

held by a woman. Mondi remained in

compliance with the relevant targets

at the date of this report.

More detailed information relating to the

gender and ethnic diversity of Mondi’s

Board and executive management can be

found in the tables on page [98](#ib9556eee684042528630d9e7627750ea_7-5-1-1-577759). The data is

provided in the form specified under Listing

Rule 6.6.6(R)(10) and was collected directly

from the individuals concerned. In line with

the Listing Rule definition, ‘executive

management’ in this case consists of

Mondi's Executive Committee members

and the Company Secretary.

During 2024, we also reported to the

Parker Review that we were in compliance

with the target of having at least one ethnic

minority director on the Board. We are fully

supportive of the objectives of the Parker

Review and the ambition to improve the

diversity of businesses. However, after

careful consideration, for a number of

practical reasons set out below, the Board

has decided not to set a target in relation

to the ethnic diversity of our senior

management. We will instead continue to

promote the recruitment and development

of a diverse workforce through

programmes suited to the locations where

we operate.

Mondi is a global organisation, with only

around 50 of our 22,000 people based

in the UK. In light of this, setting a UK-

specific target as requested by the

Parker Review is inappropriate for Mondi.

From a global perspective, the availability of

reliable census data in relation to ethnicity

varies significantly by country, with limited

or no reliable data available in some of our

largest jurisdictions. This means that setting

a realistic global target reflecting the ethnic

make‑up of the populations from which we

draw our employees is impractical. Legal

restrictions around the collection of data

relating to the ethnicity of our employees

also exist in a number of the more

significant countries in which we operate.

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#### Corporate governance report

#### continued

### Nominations Committee



### continued

#### Diversity and inclusion

#### continued

Instead, we continue to focus on promoting

all forms of diversity, including ethnicity,

and inclusiveness in order to build a diverse

pipeline up to senior management and

Board level. There are a number of ongoing

initiatives in this respect, many of which are

implemented at a local level to allow them

to be tailored to specific circumstances

and country requirements. Notably, in

South Africa, we have taken active steps

to meet the requirements of Broad-Based

Black Economic Empowerment (BBBEE),

including establishing transformation

committees in our South African operations

to allow our employees to discuss equity

and training-related issues and ideas.

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|  | Read more about our current BBBEE certificate  [www.mondigroup.com/investors/corporate-](https://www.mondigroup.com/investors/corporate-governance/regulatory-reports)  [governance/regulatory-reports](https://www.mondigroup.com/investors/corporate-governance/regulatory-reports) |

More broadly, a governance framework

around D&I has been established to focus

our efforts. The Group Talent and D&I

function, forming part of the Group HR

function, plays a key role in advancing the

D&I agenda across Mondi's operations.

Mondi's approach to D&I is focused on

embedding good D&I practices across all

stages of the employee life cycle. Standards

include diverse panels for recruitment and

incorporating a diversity element into

leadership training. Mondi also focuses on

community development through our

Curious Community and Employee

Resource Groups, with the aim of creating

cultures that are welcoming and foster

belonging. These groups are sponsored by

senior leaders to promote engagement.

More details can be found on page [39](#i27d07604d9904581a10198305c151017_172148).

In support of our commitment to D&I, a D&I

target is included in the Mondi Action Plan

2030 (MAP2030), and we have committed

to providing purposeful employment for all,

in a diverse and inclusive workplace.

Progress is measured by the Purposeful

Workplace Index and Inclusiveness Index

scores in our global Employee Survey

(each to reach 90% by 2030) and by the

overall percentage of women that we

employ across Mondi (to reach a minimum

of 30% women globally by 2030, against

a 2020 baseline of 21%).

In many of the countries in which we

operate, a cultural shift is required, with

education and a change of mindset

needed, as well as changes to underlying

recruitment processes, to remove the

barriers that discourage women from

entering our workforce.

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| Gender identity/sex of members of the Board and executive management  as at  31 December 2024 1 | | | | | |
|  | Board  members | Percentage  of the Board | Senior  Board  positions  (CEO, CFO,  SID and Chair) | Executive  management | Percentage  of executive  management |
| Men | 6 | 60% | 3 | 5 | 63% |
| Women | 4 | 40% | 1 | 3 | 38% |
| Not specified/prefer not to say | — | —% | — | — | —% |

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| Ethnic background of members of the Board and executive management  as at 31 December 2024 1 | | | | | |
|  | Board  members | Percentage  of the Board | Senior Board  positions  (CEO, CFO,  SID and Chair) | Executive  management | Percentage  of executive  management |
| White British or other White  (including minority White  groups) | 7 | 70% | 4 | 8 | 100% |
| Mixed/multiple ethnic groups | — | —% | — | — | —% |
| Asian/Asian British | 1 | 10% | — | — | —% |
| Black/African/Caribbean/  Black British | 1 | 10% | — | — | —% |
| Other ethnic group | — | —% | — | — | —% |
| Not specified/prefer not to say | 1 | 10% | — | — | —% |
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| 1 In line with the Listing Rule definition, ‘executive management’ consists of Mondi's Executive Committee members  and the Company Secretary. | | | | | |

We therefore acknowledge that meeting

the target of 30% women will be

challenging. Read more about our

MAP2030 commitments and our progress

in this regard on page [39](#i27d07604d9904581a10198305c151017_172148).

While it is recognised that there are many

challenges and there is more work to do,

management and the Board are fully

committed to our diversity journey and

we believe that our ambitious goals will

be achieved by working across the

business and engaging our stakeholders

on our 2030 commitments, sharing good

practice, and collaborating both internally

and externally.

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### Audit Committee

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| mondi_brush_mint-blue-2-hires_Stephen Young_crop.png | | |
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| Stephen Young  Chair of the Audit Committee | | |
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| Following the recent evolution of the approach  to developing and updating the Group's risk map,  the committee remained comfortable that there  are robust processes in place to identify, measure  and manage the Group's risk exposure. | | |
|  |  |  |
| Composition and attendance1 | | |
| Members throughout the year | Committee member since | Meeting attendance |
| Stephen Young ,  Chair2 | May 2018 | 5/5 |
| Svein Richard Brandtzaeg | April 2021 | 5/5 |
| Sue Clark | April 2021 | 5/5 |
| Anke Groth | April 2023 | 5/5 |
| Saki Macozoma | May 2022 | 5/5 |
|  |  |  |
| 1 The maximum number of meetings held during the year that each director could  attend is shown next to the number attended.  2 Stephen Young  satisfies the requirement for the committee to have a member  with recent and relevant financial experience given his previous role as Group  Finance Director at Meggitt plc and the other commercial accounting and  finance roles he has held during his career. Stephen is a member of the  Chartered Institute of Management Accountants. | | |
| Other regular attendees | | |
| – Group CEO  – Group CFO  – Chair and non-executive directors who are not members  of the committee  – Head of Group Finance  – Group Head of Internal Audit  – Representatives from PricewaterhouseCoopers LLP  as external auditor | | |

#### Dear Shareholder

I am pleased to present this report,

which provides an overview of the areas of

focus for the committee during the year, as

well as its key activities and the framework

within which it operates.

#### Composition

Following a number of changes in recent

years, the composition of the committee

remained stable in 2024, with the Board

comfortable that the committee members

have the appropriate knowledge, skills and

experience to fulfil the duties delegated

to the committee.

Each member of the committee has

appropriate knowledge and understanding

of financial matters and commercial

expertise gained from industries with

similar manufacturing, engineering

and technology-focused international

operations, to give the committee as

a whole competence relevant to the

sector in which the Group operates.

We continue to keep the composition

of the committee under review to ensure

that, in the long term, it continues to have

the breadth of knowledge it requires.

#### Areas of focus

The committee’s primary responsibilities

are to oversee the Group’s corporate

financial reporting, including the relationship

with the external auditor, to assist the

Board with any judgements required and

to monitor the effectiveness of the Group's

risk management processes and internal

control framework. These remained the

key focus areas of the committee during

the year.

In line with these responsibilities, the

committee was required to consider

a number of key accounting judgements

and significant estimates during the year,

including in respect of the valuation

of forestry assets and defined benefit

retirement obligations, the acquisition

of the Hinton Pulp mill (Canada) in

February 2024, the classification and

treatment of special items, goodwill

and asset impairment tests and the

assumptions underlying the going

concern assessment.

A more detailed explanation of the

significant issues considered by the

committee in respect of the financial

statements can be found on

pages [102](#i5ea205a98724483f90a2a76cf5ac789a_202)-[104](#i9455c88dba85425d93fc4acab9a8f394_5193).

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#### Areas of focus

#### continued

Alongside this, the committee continued to

monitor the approach to risk management

and the identification, assessment and

mitigation of the Group's principal risks.

This included reviewing and agreeing the

principal risks, considering management's

assessment of the Group's risk appetite

and actual risk exposure in each case

and ensuring the annual review of each

risk by the Board or relevant committee.

Emerging risks and opportunities were also

considered. Following the recent evolution

of the approach to developing and

updating the Group's risk map, the

committee remained comfortable that

there are robust processes in place to

identify, measure and manage the Group's

risk exposure. It did not recommend any

changes to the Group's principal risks

following its review. The committee

recognised focus areas in the coming year,

related to the start-up and commercial

ramp-up phases of the Group's growth

capital projects and the integration of

Schumacher Packaging's Western Europe

Packaging Assets upon completion of the

announced acquisition. These focus areas

represent opportunities for the Group

where the associated risks are managed

and well mitigated, such that the risks have

been included as emerging risks and not as

principal risks. Further details can be found

on page [62](#i5ea205a98724483f90a2a76cf5ac789a_151).

Cyber security remained a notable focus

for the committee during the year, given

the increasing number and sophistication

of the methods being employed by cyber

attackers. The committee continued

to receive half-yearly updates from the

Chief Information Officer covering matters

including measures taken in response to

the evolving risk landscape, the findings

of internal and external audits of Mondi's

IT infrastructure, the ongoing strengthening

and development of Mondi's cyber

defences and Mondi's approach to the use

of AI. The Group  continues to undertake

significant work in relation to cyber security

and further increasing the resilience of the

IT infrastructure and the committee was

pleased to hear that external testing, which

is undertaken regularly, indicated that the

measures we have in place remain effective

and robust in this developing landscape.

More information on Mondi’s approach to

cyber security can be found on page [69](#i0493c836b34148099f2bc7e3ab149b70_12-1-1-2-577759).

The committee also spent time

understanding the implications of the

revisions to the UK Corporate Governance

Code in respect of the internal control

framework, due to come into effect in

the coming years. While the committee

is comfortable that Mondi already has

a robust framework in place, with the

committee reviewing the key elements

of this framework on an ongoing basis, it is

acknowledged that non-financial reporting

requirements are increasing and that the

internal control framework will need to

develop to incorporate such reporting.

The EU Corporate Sustainability Reporting

Directive in particular will introduce

extensive non-financial disclosure

requirements. This has been identified,

therefore, as an area of focus from an

internal control perspective by both

the committee and the Sustainable

Development Committee. Work is already

underway in this regard and will continue

into 2025, although it is accepted that the

approach will need to evolve over time.

A more detailed overview of the key

matters considered by the committee

during the year can be found on page [101](#i5ea205a98724483f90a2a76cf5ac789a_199).

In addition, the Committee noted that the

FRC had carried out a review of Mondi's

Integrated report and financial statements

for the year ended 31 December 2023

as part of its review of compliance with

relevant reporting requirements. While the

review was based solely on the Integrated

report and not on detailed knowledge

of the business, and the FRC does not

provide assurance, the Committee was

pleased that no questions or queries were

raised as a result of the review.

#### Minimum Standard for Audit

#### Committees

This report aims to provide the disclosures,

and report on the actions, where applicable,

set out in the Audit Committees and the

External Audit: Minimum Standard

published by the Financial Reporting

Council (FRC).

In particular, this report explains how the

committee has had oversight of, and

assessed, the relationship with the external

auditor and the effectiveness and quality

of the external audit process, and the

approach to managing non-audit services

(see pages [106](#i60a8e2a44f1d4b02b3c8eac46d1af4b6_3-1-1-5-577759)-[107](#ice9b7cfef59d4188bad7b0c767dc51e6_4228) for more information).

The committee believes it has complied

with the provisions of the Minimum

Standard during 2024, with the exception

of those relating to the tendering of the

external audit, which were not applicable

during the year. The committee intends to

comply with these provisions when it does

undertake a tender process.

#### Committee effectiveness

The committee’s performance and

effectiveness were reviewed as part of the

Board performance review undertaken

during the year, more details of which can

be found on page [93](#i98c8acba2ca7407ea1391ccf9229c991_0-0-5-3-577759). I am pleased to

confirm that the committee is seen to be

operating effectively and fulfilling the duties

delegated to it by the Board.

#### Stephen Young

Chair, Audit Committee

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|  | Audit Committee activity  Set out below are some of the key matters addressed by this committee. | | | | |  |
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|  | Financial reporting  – Reviewed the integrity of all financial  announcements with input provided  by the Group CFO, the Head of  Group Finance and PwC as  appropriate.  – Reviewed the  Mondi Group  Integrated report and financial  statements for tone and consistency,  agreed the application of critical  accounting policies and key  judgements, and considered whether  the report as a whole was fair,  balanced and understandable  (see page [105](#iedf076734b7f415d8c38e2499a8894d2_0-0-13-2-577759) for more information).  – Considered the accounting  implications of the acquisition of  the Hinton Pulp mill (Canada) (see  page [103](#i14ef81ee5fad4bdda8bc47c078d5d861_0-1-1-1-785805) for more information).  – Reviewed and agreed the accounting  policies to be applied for the year  ending 31 December 2024.  – Reviewed new accounting  pronouncements and any impact  for the Group’s financial reporting.  – Reviewed the going concern basis  of accounting and the longer-term  viability statement (see pages [70](#i5ea205a98724483f90a2a76cf5ac789a_160)-[71](#i3069b69a47d24f6a8f38f358e445da71_11667)  for more information). |  | External audit matters  – Recommended to the Board that the  appointment of PwC for the  2024  audit be put to shareholders at the  Annual General Meeting.  – Reviewed the independence,  objectivity and effectiveness of PwC  and the quality of the audit process  (see page  [106](#i60a8e2a44f1d4b02b3c8eac46d1af4b6_3-1-1-5-577759)  for more information).  – Reviewed and approved the external  audit plan, taking account of the  scope, materiality and audit risks  and agreed the audit fees.  – Reviewed and agreed the  engagement and representation  letters.  – Held two meetings with PwC without  management present; the committee  Chair also engaged regularly with  the lead audit partner.  Risk management and  internal controls  – Undertook a detailed review of the  Group’s risk management policy  and plan, risk appetite levels and  principal risks, ultimately agreeing  that no changes were required and  recommending to the Board as such.  Emerging risks and opportunities  were also considered, with a new  risk added and other appropriate  adjustments made. Further  information can be found on page [62](#i5ea205a98724483f90a2a76cf5ac789a_151).  – Undertook a more in-depth review  of a number of the most significant  Group risks, with presentations  from relevant members of senior  management, considering the level  of risk and the monitoring and  mitigation measures in place.  – Received half-yearly presentations  on IT risk management and cyber  security, focusing in particular on  key measures taken to continuously  strengthen Mondi’s protection  against IT risk and cyber-attacks  and internal and external testing  undertaken to assess the robustness  of the IT infrastructure.  – Undertook a review of Mondi's  internal control environment,  concluding that it continues to  operate effectively. |  | Internal audit matters  – Reviewed and agreed the internal  audit plan, confirming the focus on  key risk areas and adequate cover  of all material operations.  – Received reports from the Group  Head of Internal Audit (see page [107](#ice9b7cfef59d4188bad7b0c767dc51e6_4228)  for more information).  – Undertook a review of the  effectiveness of the Internal Audit  function (see page [107](#ice9b7cfef59d4188bad7b0c767dc51e6_4228)  for more  information).  – Reviewed summaries of messages  from SpeakOut, providing insight into  the culture of the Group and issues  of particular concern to stakeholders.  – Undertook the annual review of the  Internal Audit Charter, which governs  the Group Internal Audit function and  confirms the function's intention to  adhere to the standards set by the  Institute of Internal Auditors. No  changes to the Charter were  proposed following the review.  – Held two meetings with the Group  Head of Internal Audit without  management present.  Governance and other  – Monitored the continued  implementation of those elements  of the Group’s Code of Business  Ethics reserved for review by  the committee.  – Undertook the annual review of  Mondi's Business Integrity Policy,  which, among other things, outlines  Mondi's zero tolerance approach to  bribery and corruption.  – Reviewed the compliance risks faced  by the Group, including in relation  to competition compliance.  – Considered the implications of the  changes to the UK Corporate  Governance Code, particularly in  respect of internal controls, leading to a  focus by management on the controls  relating to non-financial reporting.  – Reviewed the committee’s terms  of reference, performance and  work programme, with changes made  to the terms of reference to align  with the new UK Corporate  Governance Code. |  |
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#### Internal control

The Group’s internal control and risk management framework, embedded in all key operations, is designed to address all the significant

strategic, financial, operational and compliance risks that could undermine our ability to achieve our business objectives in the future and

is managed within risk tolerance levels defined by the Board. In accordance with the provisions of the UK Corporate Governance Code,

the Group has established an internal control environment to protect the business from principal risks that have been identified.

Management is responsible for establishing and maintaining adequate internal controls over financial reporting, while the Board is

responsible for ensuring the effectiveness of these controls. The Board monitors and reviews the effectiveness of the risk management

and internal control framework at least annually, covering all material controls, including financial, operational, reporting and compliance

controls. Full details of Mondi’s internal control and risk management framework can be found in the Strategic report on pages [60](#i30ad4b594c3341eba4830e11212a84f1_5550) -[61](#i955b2ae3eb91418e99b450dc42022711_2-3-1-1-577759).

The committee has reviewed the risk management process and the Group’s system of internal controls. The committee considers that

the system of internal controls operated effectively throughout the financial year and up to the date on which the financial statements

were signed.

#### Significant issues related to the financial statements

The committee has considered each of the following items based on discussions with, and submissions by, management and satisfied

itself as to the accounting treatment and presentation thereof. These significant items were discussed with the external auditors

during the planning stage and on completion of the audit.

The key considerations in relation to the 2024 financial statements were:

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|  | Matter considered |  | Action |
|  | Special items are those financial items which the Group considers  should be separately disclosed on the face of the  consolidated  income statement  to assist in understanding the underlying  financial performance achieved by the Group on a basis that  is comparable from year to year. Special items are generally  material, non-recurring items that exceed €10 million.  Subsequent adjustments to items previously reported as  special items continue to be reflected as special items in  future periods even if they do not exceed the quantitative  reporting threshold.  The total special items before tax charge for the year was  €150  million (2023:  €27 million), consisting of closure costs for a kraft  paper mill and two paper bags plants and transaction-related  costs for planned acquisitions. Details of the special items are  included in note 3 of the consolidated  financial statements. |  | The committee has:  – critically reviewed the items presented by management as  being special to ensure that the items are in line with the  Group’s  accounting policy;  – considered both the quantification and presentation of the  special item;  – reviewed the adequacy of the description of the special item  in the consolidated financial statements and the Strategic  report; and  – considered whether any significant transactions not treated as  a special item were appropriately disclosed in the consolidated  financial statements and the Strategic report. |
|  | The consolidated financial statements have been prepared on a  going concern basis. The directors have made this assessment  based on the Group’s  financial position at 31 December 2024.  The directors have reviewed the Group’s budget and considered  the assumptions contained in the budget, including consideration  of the principal risks which may impact the Group’s  performance  in the 18 months following the balance sheet date and  considerations of the period immediately thereafter.  Details on the going concern assumption are discussed in the  Strategic report within ‘Viability statement’ under the heading  ‘Going concern’ on page [71](#i3069b69a47d24f6a8f38f358e445da71_11668). |  | The committee has:  – evaluated the assessment of going concern (see page  [71](#i3069b69a47d24f6a8f38f358e445da71_11668) for  further information);  – considered the  Group’s  financial position, cash flows, liquidity  position and borrowing facilities as described in the  consolidated financial statements;  – reviewed the Group’s  budget and challenged management's  judgement and assumptions contained in the budget, including  taking into account the  Group’s strategy and principal risks;  – considered the results of the downside scenario assessments,  including the appropriateness of the assumptions used in the  severe but plausible downside scenarios;  – satisfied itself that the  Group’s funding needs and the  assumptions on the Group’s ability to refinance facilities during  the assessment period are considered appropriately; and  – reviewed the going concern basis of accounting and the  longer-term viability statement. |

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|  | On 5 February 2024, the Group announced the completion  of the acquisition of Hinton Pulp mill in Alberta (Canada) from  West Fraser Timber Co. Ltd for an agreed consideration of  USD 5 million, before working capital adjustments. The purchase  price allocation resulted in a net gain on purchase of €9 million,  net of transaction-related costs, as the fair value of net assets  acquired was in excess of the consideration paid. The gain on  purchase is attributable to the mill’s loss-making operations at the  time of the transaction and the need for investment to improve  productivity and sustainability performance.  Details of the fair value of assets acquired and liabilities assumed  as a result of the business combination are included in note 26  of the consolidated financial statements. |  | The committee has:  – considered reports from management in relation to the acquisition;  – evaluated management reports of the purchase price allocation  which were completed with the support of independent  specialists; and  – satisfied itself that the fair value of assets acquired and liabilities  assumed in the business combination, including the related gain  on purchase, is initially measured and recognised appropriately  in accordance with the Group’s accounting policy. |
|  | At 31 December 2024, the Group recognised property, plant and  equipment of €5,160 million, intangible assets of €70 million  and  goodwill of  €767 million  as non-current assets on the  consolidated statement of financial position.  As set out in the  Group’s accounting policies, the goodwill is  tested for impairment annually and property, plant and equipment  and intangible assets whenever there is any indication that those  assets are impaired.  Details of goodwill impairment tests and impairments of property,  plant and equipment are included in notes 3, 11 and  13 of the  consolidated financial statements. |  | The committee has:  – considered a report from management describing potential  impairment indicators for tangible and intangible assets and  the outcomes of related impairment tests where performed;  – considered a report from management on the outcomes  of the annual goodwill impairment test;  – reviewed and challenged management's underlying assumptions  and compared them with the Group’s  three-year  2025- 2027  plan (budget period) and the current macroeconomic  environment;  – considered the sensitivities underlying the primary assumptions  to determine the consequences that reasonably possible  changes in such assumptions may have on the recoverable  amount of the underlying assets; and  – satisfied itself that no impairments related to goodwill or  intangible assets were required and impairments of property,  plant and equipment were justified. |
|  | Significant estimation is required in determining the assumptions  to be applied for the valuation of the Group’s forestry assets  and retirement benefit obligations. Such assumptions are based,  as far as possible, on observable market data and, in the case  of the retirement benefit obligations, on the input and advice  of actuaries.  Details are included in the consolidated financial statements  (forestry assets in note 15 and retirement benefits in note 25). |  | The committee has:  – considered reports from management;  – reviewed and challenged management's assumptions applied in  the valuation of the forestry assets and retirement benefits;  – considered the basis on which these assumptions were  determined, and evaluated the assumptions by comparing  them with prior years and considering market developments  during  2024; and  – satisfied itself that the assumptions, and the changes to  those assumptions when compared with the year ended  31 December 2023 , were appropriate. |

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#### continued

### Audit Committee



### continued

#### Internal control

#### continued

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| --- | --- | --- | --- |
|  |  |  |  |
|  | Matter considered |  | Action |
|  | The Group has operations in a number of countries, each with  a different tax system.  The  Group  is regularly subject to routine tax audits and provisions  are made based on the tax laws in the relevant country and the  expected outcomes of any negotiations or settlements.  The Group’s  recognition of deferred tax assets, relating to future  utilisation of accumulated tax losses, is dependent on the future  profitability and performance of the underlying businesses. |  | The committee has:  – received regular reports from management about new  legislative developments that may impact the  Group’s  tax positions;  – considered reports from management outlining the  Group’s  most significant tax exposures, including ongoing tax audits  and litigation, and has reviewed the related tax provisions  recognised by management, satisfying itself these are  appropriate and the risk of new unexpected exposures  arising is low; and  – considered a report from management outlining the key  assumptions relating to the recognition of deferred tax assets  and satisfied itself that the assumptions made are reasonable  and consistent from year to year. |
|  | Understanding of the Group’s  risks and implications related  to climate change is continuously being enhanced. While the  Group’s  assessments still reflect that these may not be severe  in the short-term, it is believed that climate change risks are likely  to have a medium- and long-term impact on the business.  The financial statement disclosures consider the impact of  climate change, notably in the estimates used to calculate the  fair value of our forestry assets (see note  1 of the consolidated  financial statements). The Group continues to assess accounting  policies, judgements and estimates to consider the impact  of climate change. |  | The committee has:  – participated in overseeing the  Group’s  approach to  sustainability;  – received regular reports from management about climate  change and related legislative developments that may impact  the Group’s  disclosure;  – reviewed the Integrated report (including the TCFD section)  and the consolidated financial statements for consistency with  respect to climate change risks;  – reviewed the assumptions applied in the valuation of the  forestry assets;  – considered accounting policies, judgements and estimates  on the basis of expected climate change impacts; and  – satisfied itself that the assumptions, and the changes  to those assumptions when compared with the year  ended 31 December 2023, were appropriate. |

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| Mondi Group  Integrated report and financial statements 2024 |  |  |  |  |

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| 105 |
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| Fair, balanced and  understandable  In line with the committee’s responsibility  for ensuring there are robust financial  reporting procedures and internal controls  in place, and the UK Corporate Governance  Code requirement for the committee to  advise the Board in relation to the annual  report and accounts, in particular whether,  taken as a whole, it is fair, balanced and  understandable, the committee undertook  an assessment of the Integrated report  and financial statements 2024. This  incorporated the work undertaken by  the committee throughout the year to  monitor financial reporting. | |  | Oversight throughout the year | | | |
|  |  |  |  |  |
|  |  | – Review of applicable accounting policies and pronouncements and their application  – Review of regular financial results and announcements  – Reports from the Group CFO, the Head of Group Finance and PwC  – Reports from the Group Head of Internal Audit | | |
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|  | Review included | | | |
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|  |  | – Provision of an outline plan including content and structure, design concepts and timetable  – Consideration of regulatory and governance requirements for reporting  – Review of detailed reports from the Group CFO, the Head of Group Finance and PwC  providing the opportunity for debate and challenge  – Summaries of areas where management judgements or significant accounting estimates  had been made  – Consideration of going concern and longer-term viability  – Separate meetings with PwC without management present | | |
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|  | Review confirmed | | | |
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|  |  | – Well-documented planning and procedures for the preparation of the report  – Collaborative approach between all parties required to contribute to the report  – Basis of preparation consistent with financial reporting throughout the year  – All significant issues had been considered  – Messaging was consistent, particularly the narrative reflecting the financials | | |
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|  |  |  | Conclusion | | | |
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|  |  |  |  | – After completion of the detailed review, the committee was satisfied that:  – taken as a whole, the  Group’s  Integrated report and financial statements  2024  was fair,  balanced and understandable;  – the report accurately reflected the information shareholders would require in order  to assess the  Group’s  position and performance, business model and strategy; and  – the use of Alternative Performance Measures contained in the report assists in presenting  a fair review of the  Group’s  business. | | |
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|  |  |  | Recommendation | | | |
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|  |  |  |  | – The committee reported its findings to the Board, and recommended its conclusions to the  Board  for approval | | |
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| Mondi Group  Integrated report and financial statements 2024 |  |  |  |  |

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#### Corporate governance report

#### continued

### Audit Committee



### continued

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| External audit  PricewaterhouseCoopers LLP (PwC) was  first appointed as auditor by shareholders  at the Annual General Meeting in May 2017  following a tender process. The  2024  audit  was PwC’s eighth for Mondi and Andrew  Hammond's first as lead audit partner.  Andrew replaced Simon Morley following  completion of Simon's maximum tenure. | |  | Following an assessment of the  independence, objectivity and  effectiveness of the external auditor,  details of which can be found below,  the committee has concluded that it  remains satisfied with the effectiveness  and quality of the audit work.  However, we are required to  undertake a mandatory audit tender  process after 10 years, so in respect  of the 31 December 2027 year end at  the latest. |  | After considering a number of factors,  including the time required to transition  non-audit services away from a new audit  firm should one be appointed, the  committee has agreed that a tender  process will be undertaken during 2025.  The committee confirms its compliance for  the financial year ended 31 December 2024  with the provisions of The Statutory Audit  Services for Large Companies Market  Investigation (Mandatory Use of  Competitive Tender Processes and Audit  Committee Responsibilities) Order 2014. | |
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|  | External audit independence, objectivity and effectiveness  A formal framework for the assessment of the effectiveness and quality of the external audit process has been adopted by the  committee, covering all aspects of the audit service provided by PwC. While part of the assessment is managed annually, it is  treated as an ongoing review throughout the cycle. | | | | |  |
|  |  |  |  |  |  |  |
|  | Evaluation focus  – Robustness of audit process.  – Audit quality, including quality  controls.  – Audit partners and team, including  skills, character and knowledge.  – Independence and objectivity.  – Formal reporting. |  | – Met with PwC twice during  the year without executive  management present.  Management:  – Feedback from engagement with the  Group CFO, Group finance team and  Group Head of Internal Audit.  – Feedback from questionnaires issued  at corporate and business unit levels  to those personnel involved with  the audit.  PwC:  – Provided the committee with  confirmation that it operates in  accordance with the ethical standards  required of audit firms.  – Confirmed the policies and  procedures it has in place to maintain  its independence.  Regulators:  – The UK Financial Reporting Council’s  (FRC) 2023/24 report on Audit  Quality Inspections included a review  of audits carried out by PwC. |  | – PwC demonstrated a strong  commitment to audit quality and a  good understanding of the Group  and its internal control systems, and  had identified and focused on the  areas of greatest financial reporting  risk.  – PwC’s reporting to the committee  was clear, open and thorough.  – It was confirmed that, through  the review of management papers  and analyses and the discussion  of key matters with management  and the auditor, there had been  an appropriate level of challenge  during the course of the audit. The  external auditor and the Audit  Committee challenged  management’s judgements and  assumptions on matters including  critical accounting judgements  and key sources of estimation  uncertainty; impairment of property,  plant and equipment and goodwill;  and assumptions underlying the  going concern basis of accounting  in preparing the financial statements  and the viability statement. Ultimately,  the external auditor and Audit  Committee confirmed they were  comfortable with these judgements  and assumptions. |  |
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|  | Key inputs  Audit Committee:  – Monitored audit performance  throughout the year.  – Reviewed and agreed the audit plan.  The Committee was comfortable  with the robustness of the plan and  did not ask for any additional specific  matters to be reviewed by the  auditor.  – Reviewed the quality of reporting to  the committee, the level of challenge  and professional scepticism and the  understanding demonstrated by PwC  of the business of the Group.  – Reviewed the quality of the audit  team, technical skills and experience  and the allocation of resources  during the audit.  – Considered the interaction with  management and the level of  challenge.  – Regular meetings held between  the Chair of the committee and  the audit engagement partner.  – Reviewed feedback from committee  members.  – Considered the effectiveness of  Mondi’s policies and procedures for  maintaining auditor independence. |  |  |  |
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|  |  | Key outputs  – The quality of the audit partners  and team was confirmed, with  no material issues raised in the  feedback received.  – The audit had been well planned  and delivered, with work completed  on schedule and management  comfortable that any key findings  had been raised appropriately, as  well as active engagement on  misstatements and appropriate  judgements on materiality. |  |  |
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|  |  |  | Conclusion  The committee, having considered  all relevant matters, has concluded that  it is satisfied that auditor independence,  objectivity and effectiveness have  been maintained. |  |
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| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Mondi Group  Integrated report and financial statements 2024 |  |  |  |  |

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| --- | --- | --- |
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| 107 |
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#### Non-audit services

A policy is in place that governs the

provision of non-audit services provided

by PwC to Mondi, setting out those services

that are permissible and the process to be

followed to obtain approval for such services.

All such services must be approved – there

are no pre-approvals in place. Authority is

delegated by the committee to the Chair

of the committee to approve such services.

For all non-audit services, the business

must submit a formal request setting

out the objectives, scope of work, likely

fee level and rationale for requiring the

work to be carried out by the  Group’s

external auditor.

The committee monitors compliance

with the policy and the monetary cap

on non-audit fees, receiving reports at

each meeting detailing all approved

non‑audit services.

Total fees for non-audit services amounted

to €0.8 million, representing 12.7% of the

audit fee, with the vast majority of the

non‑audit fees incurred relating to

the half‑year review, services provided

in relation to the aborted all-share

combination with DS Smith and other

audit-related assurance services.

#### Internal audit

Mondi’s Internal Audit function forms

an integral part of Mondi’s governance

and risk management and internal control

frameworks. The primary purpose of

the Internal Audit function is to help the

Board and executive management to protect

the assets, reputation and sustainability of

the organisation and to manage and mitigate

its risks effectively. This includes assessing

whether all significant risks are identified

and appropriately reported by management

to the Board and executive management,

and whether they are adequately controlled.

The Audit Committee has primary

responsibility for monitoring and reviewing

the scope and effectiveness of the Group’s

Internal Audit function. The Group Head

of Internal Audit has direct access and

responsibility to the committee, as well

as regular access to Mondi’s executive

management. The Audit Committee

meets with the Group Head of Internal

Audit without management present at

least twice each year.

An Internal Audit Charter, approved by

the committee, is in place. The charter

sets out the purpose, remit and authority

of the Internal Audit function. Each year,

the committee considers and approves

the internal audit plan, which is designed

to focus on the Group’s key risks to

ensure that they are managed effectively

within the context of our business

objectives and that appropriate internal

controls are in place.

The committee ensures that all material

operations and relevant business

processes are covered and that there

is an appropriate degree of financial

and geographical coverage. Every Mondi

operation is visited at least once every five

years, with all major plants audited annually.

Reports are given at each committee

meeting, providing an update on activities,

resourcing levels, progress against plan,

results from audits carried out and

management’s response to address

any areas highlighted for improvement.

The committee will consider deviations

from plan as the need arises during the

year, usually in response to a material

acquisition or change in the Group’s risk

profile, highlighted through audit reports

and through matters raised via the

anonymous whistleblowing and grievance

platform, SpeakOut.

The effectiveness of the Group's Internal

Audit function is kept under close

review by the committee, with a formal

review undertaken annually. The last

comprehensive, external review of the

Internal Audit function was carried out in

2020 by Independent Audit (a consultancy

firm specialising in board evaluations

and effectiveness reviews). The overall

conclusions in respect of the effectiveness

of the Internal Audit function, its leadership

and its relationship with the Audit

Committee were positive, and all

recommendations were addressed.

An internal review was undertaken in 2024.

The committee has concluded following

the review that the Internal Audit function

remains effective in carrying out its remit.

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|  |  |  |  |  |
| Mondi Group  Integrated report and financial statements 2024 |  |  |  |  |

|  |  |  |
| --- | --- | --- |
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| 108 |
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#### Corporate governance report

#### continued

### Sustainable Development Committee

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| --- | --- | --- |
|  |  |  |
| mondi_brush_mint-blue-2-hires_A STRANK_0003_Layered_3_crop.png | | |
|  | | |
| Dame Angela Strank  Chair of the Sustainable Development Committee | | |
|  |  |  |
| The committee continued to review progress  against our MAP2030 commitments during the  year, with each area reviewed in detail by the  committee on a rotational basis. | | |
|  |  |  |
| Composition and attendance1 | | |
| Members throughout the year | Committee member since | Meeting attendance |
| Dame Angela Strank,  Chair2 | April 2021 | 7/7 |
| Svein Richard Brandtzaeg | April 2021 | 7/7 |
| Andrew King | May 2020 | 7/7 |
| Dominique Reiniche,  Chair3 | May 2017 | 5/5 |
| Stephen Young | May 2018 | 7/7 |
|  |  |  |
| 1 The maximum number of scheduled meetings held during the year that each  director could attend is shown next to the number attended.  2 Dame Angela Strank  was appointed Chair of the committee on 1 October 2024  following Dominique Reiniche's retirement from the Board on 30 September  2024.  3 Dominique Reiniche retired from the Board and the committee on 30 September  2024. Dominique attended all meetings prior to her retirement. | | |
|  |  |  |
| Other regular attendees | | |
| – Group  CFO  – Chair and non-executive directors who are not members  of the committee  – Group  Technical & Sustainability Director  – Group  Head of Sustainable Development  – Group  Head of Safety & Health | | |

#### Dear Shareholder

I am pleased to present this, my first report

as Chair of the Sustainable Development

Committee (the committee). I succeeded

Dominique Reiniche following her

retirement from the Board at the end

of September.

This report provides an overview of the

areas of focus for the committee during

the year, as well as its key activities and

the framework within which it operates.

While the Board as a whole has

responsibility for overseeing Mondi’s

approach to sustainability, the committee,

on behalf of the Board, oversees

and monitors Mondi’s sustainable

development policies and practices,

and progress against our sustainability

commitments and targets. It provides

guidance in relation to sustainability

matters, including climate change-related

issues and reviewing and approving

updates to the Group’s framework

of sustainability policies and strategies,

ensuring they are aligned with global

best practice.

Our sustainability policies include: Safety

and Occupational Health; Labour and

Human Rights; Sustainable Forestry; Energy

and Climate Change; Environment; Supply

Chain and Responsible Procurement;

Product Stewardship; Communities; and

Sustainable Development Governance.

A summary report from the directors

on the Group’s sustainability practices

is set out on pages [30](#i5ea205a98724483f90a2a76cf5ac789a_112)-[59](#i5ea205a98724483f90a2a76cf5ac789a_139).

#### Areas of focus

The safety of our employees

and contractors is a priority for the

committee, and safety performance

continues to be a focus at every meeting,

ensuring that our high standards are

maintained. Despite this, we were deeply

saddened by the tragic fatality at our

Merebank mill (South Africa) in August.

Unfortunately we also experienced three

life-altering injuries at our operations

during the year. Full investigations were

undertaken and the committee was kept

informed throughout. We understand

the significant impact that such incidents

have on those involved and on their

families, friends and colleagues, and every

effort is made to understand the lessons

that can be learnt and to minimise the risk

of a reoccurrence. It was extremely

important for the committee to spend time

understanding these events in detail, and

the underlying causes and actions taken in

response. Further details of the actions being

undertaken can be found on page [40](#i3ada7bc826a34e96b5399c011b0326f6_2-1-1-1-705595).

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We continue to work hard to embed

proactively our safety culture across the

Group, with a particular focus on the

Social Psychology of Risk, addressing the

psychological and cultural elements that

can pose a risk to safety. A bespoke

programme to train leaders and safety

professionals was conducted during the

year, reinforcing our belief that culture and

mindset are critical to improving our safety

record. Sue Clark, in her previous role as

non-executive director responsible for

engaging with employees, joined one

of these sessions at our Štětí mill (Czech

Republic) to gain further insight and

learning. Her subsequent feedback to the

committee confirmed our view that there is

a strong commitment to safety from local

management, and that our people have

the confidence to intervene and stop work

in the event of seeing an unsafe situation.

More information on our approach to

safety can be found on page [40](#i3ada7bc826a34e96b5399c011b0326f6_2-1-1-1-705595). The safety

of our people, both staff and contractors,

will remain at the top of our agenda

in 2025.

The committee continued to review

progress against our MAP2030

commitments during the year, with each

area reviewed in detail by the committee

on a rotational basis. The committee was

particularly focused on the actions that

need to be taken now and in the coming

years in order to achieve our commitments

and targets, and to understand the key

challenges. In particular, in considering the

commitment to making 100% of Mondi's

packaging and paper solutions reusable,

recyclable or compostable by 2025, the

focus was on the actions being taken in

the Flexible Packaging business unit, given

100% of the Corrugated Packaging and

Uncoated Fine Paper portfolios are already

recyclable. While sustainable alternatives

are in place, identified or undergoing

development for most products, there

remains continued complexity in managing

the transition to a circular economy. More

information can be found on pages [33](#i5ea205a98724483f90a2a76cf5ac789a_118)-[36](#id0685d6211854727afee45f5cbfff5e7_2-1-1-1-577759).

The committee also paid particular

attention to forthcoming capital investment

projects and their important contribution

towards achieving our targeted reduction

in greenhouse gas (GHG) emissions.

The committee was pleased to see the

actions being taken and progress made

during 2024 towards achieving Net-Zero

but acknowledged the extent of the work

still required, as well as the likely need

to consider trade-offs during future

investment decisions. More information

can be found on pages [41](#i5ea205a98724483f90a2a76cf5ac789a_127)-[45](#if4a8c733a3574be795d6ce342b93546b_1-1-1-1-577759).

The committee also reviewed sustainability

risks and opportunities. Climate change

mitigation remained a priority, and

associated risks and opportunities were

considered in detail. In particular, the

committee spent time understanding how

Mondi assesses and responds to water risk,

including efforts to reduce water use.

Further information, including Mondi’s

disclosures in line with the

recommendations of the Task Force

on Climate-Related Financial Disclosures

(TCFD), can be found on pages [52](#i5ea205a98724483f90a2a76cf5ac789a_133)-[59](#i15373fb931d74ceeaf8d79590c39ac12_2352).

Discussions in respect of people-related

targets continued to form a key part of the

committee's agenda in 2024, focusing on

our progress in respect of diversity and

inclusion, and in particular on the target

of 30% women across the organisation by

2030. The committee acknowledged that

meeting the target of 30% women will be

challenging, and that local factors can play

a role and impact the performance against

our targets; however, there were examples

of initiatives that resulted in material

progress and the committee was pleased

to see that learnings from these initiatives

are being shared elsewhere in the Group.

The focus from management on raising

awareness, creating processes and

opportunities, and developing the female

talent pipeline is clear, but local ownership

and leadership at all levels is critical to be

successful.  Further information on our

diversity and inclusion initiatives can

be found on pages [39](#i27d07604d9904581a10198305c151017_172148) and [96](#i96235aa91e4b4ecc8aaa7a5184e7c0e3_0-4-28-2-577759)-[98](#ib9556eee684042528630d9e7627750ea_7-5-1-1-577759).

After it was identified as a focus area in our

2023 Employee Survey, the committee held

further discussions in relation to the

psychological safety of our employees,

including the actions taken in response.

These actions included a pulse survey

designed to draw further insights from

employees on the factors they felt might

deter them from speaking openly and

honestly. More information can be found on

page [39](#i27d07604d9904581a10198305c151017_172148).

All these discussions took place against

a backdrop of increasing regulation in the

sustainability field, from the Packaging and

Packaging Waste Regulation, and the

EU Deforestation Regulation, to the

EU Corporate Sustainability Reporting

Directive. The committee was provided

with regular updates on legislative

developments throughout the year, with

a focus on the impact for Mondi. These

updates will continue into the coming year,

with the committee undertaking deep dives

into relevant topics as necessary.

A more detailed overview of the matters

considered by the committee during

the year can be found on page [110](#i5ea205a98724483f90a2a76cf5ac789a_214).

#### Committee effectiveness

The committee’s performance and

effectiveness were reviewed as part

of the Board performance review

undertaken during the year, more details

of which can be found on page [93](#i98c8acba2ca7407ea1391ccf9229c991_0-0-5-3-577759). I am

pleased to confirm that the committee

is seen to be operating effectively

and fulfilling the duties delegated to

it by the Board.

#### Dame Angela Strank

Chair, Sustainable

Development Committee

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| Mondi Group  Integrated report and financial statements 2024 |  |  |  |  |

|  |  |  |
| --- | --- | --- |
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| 110 |
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#### Corporate governance report

#### continued

### Sustainable Development Committee



### continued

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|  | Sustainable Development Committee activity  Set out below are some of the key matters addressed by this committee. | | | | |  |
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|  | Safety performance and  serious incidents  – Received detailed reports on the fatality  at the Merebank mill (South Africa) and  the life-altering injuries, and follow-up  reports on the outcomes of the  investigations into these incidents.  – Received regular reports on safety  performance at Group and business  unit level, including individual mill  performance, classification of incidents  and peer comparisons, giving the  committee insight into the safety culture,  and into specific sites that required  further focus. Annual maintenance shuts,  involving thousands of contractors on  site, remained a key focus.  – Received updates on the Social  Psychology of Risk, with a continued  focus on bringing the unconscious  behaviours to the conscious, and the  ways in which culture can be influenced  to promote safe behaviour in the  workplace.  – Considered and agreed the safety  milestones and leading and lagging  indicators for the next reporting period.  Product stewardship  – Received an update on the Group’s  approach to product stewardship  practices in the context of the MAP2030  Circular Driven Solutions commitments,  focusing on the tools to assess the impact  of Mondi’s products and the partnerships  designed to support the achievement  of Mondi’s commitments. The committee  spent time understanding the challenges  and opportunities that we face, along with  our customers and suppliers, to transition  to a circular economy.  – Reviewed the developing regulatory  landscape from a sustainability  perspective, focusing on those regulations  likely to have the greatest impact on  Mondi and its stakeholders.  People development and diversity  – Received an update on the Group’s  approach to people management  and diversity in the context of the  MAP2030 Created by Empowered  People commitments.  – Reviewed the performance against  MAP2030 KPIs and diversity statistics  and initiatives for the Group, discussing,  in particular, actions to continue to make  further progress against the target of  employing 30% women by 2030. |  | – Following on from the 2023 Employee  Survey, the committee reviewed actions  and progress made against the areas  highlighted as needing improvement,  both on a global and local level.  – Received an overview of risk associated  with the attraction and retention of key  skills and talent, and the key areas of  focus needed to build an effective  succession plan.  Environmental performance and  climate change  – Reviewed climate-related risks and  opportunities and the potential impacts  on the business in line with the TCFD  recommendations (see pages  [52](#i5ea205a98724483f90a2a76cf5ac789a_133)-[59](#i15373fb931d74ceeaf8d79590c39ac12_2352)  for more information).  – Reviewed performance against each  of the environmental key performance  indicators and commitments, including  progress in reducing GHG emissions  in line with science-based targets.  – Reviewed the Group’s performance,  progress and key contributing factors  needed to meet the MAP2030  milestones.  – Discussed and agreed the sustainability  KPIs for inclusion in the 2025 cash  bonus (see page [116](#i5ea205a98724483f90a2a76cf5ac789a_238) for more details).  Nature and responsible wood  sourcing  – Received an update on forestry-related  sustainability topics, focusing in  particular on the MAP2030 forestry  and nature-related commitments and  targets and progress to date.  – Reviewed focus areas and actions being  taken to promote resilient forests in  Europe and South Africa.  Responsible procurement  – Reviewed the development of Mondi’s  Responsible Procurement process,  including the progress on rolling out  and scaling up the supplier screening  process designed to identify and  manage high-risk suppliers.  – Received an overview of supplier  engagement activities, particularly  focused on the work being undertaken  to increase awareness around GHG  emissions and reduction plans, as well  as the data Mondi requires in this  respect to support progress on our  Scope 3 GHG target. |  | Stakeholder relationships  – Reviewed the Group’s relationships  and engagement with key stakeholders,  including governments and  non‑governmental organisations,  focusing on the partnerships that  will be required to support Mondi  in  achieving  MAP2030 and the primary  areas for engagement.  – Reviewed progress on actions arising  from Stakeholder Engagement  Conversations (following the transition  from the previous Socio-Economic  Assessment Toolbox (SEAT) process),  which covered topics tailored to site-  specific issues.  – Reviewed Mondi’s ESG ratings in order  to understand which ratings are most  important to our stakeholders, how we  perform and where there is potential  for improvement.  Sustainable development  governance and risks  – Reviewed the material sustainability  issues, risks and opportunities and an  update on the progress made to  prepare for CSRD reporting following  the double materiality assessment  undertaken last year.  – Reviewed and approved the annual  Sustainable Development report.  – Reviewed and approved the Group’s  Human Trafficking and Modern Slavery  Statement, giving consideration to  the actions being taken to minimise  such risks in our organisation and  supply chain.  – Received an update on the MAP2030  human rights commitment, which  confirmed that no human rights adverse  impacts or severe risks had been  reported by the operations through  the risk identification process. Areas  for improvement were reviewed and  action plans presented.  – Reviewed Group sustainable  development policies and approved  amendments to reflect best practice.  – Reviewed the committee’s terms of  reference and performance, agreeing  that no changes to the terms of  reference were required.  – Considered and agreed the committee’s  annual work programme. |  |
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#### Remuneration

#### report

### Statement from the Chair of the Remuneration Committee

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| mondi_brush_mint-blue-2-hires_Sue_clark_V2_crop.png | | |
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| Sue Clark  Chair of the Remuneration Committee | | |
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| The remuneration strategy is intended to be  simple, fair and transparent, leading to reward  outcomes that are reflective of business  performance and the wider stakeholder  experience. | | |
|  |  |  |
| Composition and attendance | | |
| Members throughout the year | Committee member since | Meeting attendance1 |
| Sue Clark, Chair2 | April 2021 | 5/5 |
| Sucheta Govil3 | October 2024 | 0/1 |
| Dominique Reiniche4 | October 2015 | 4/4 |
| Dame Angela Strank2 | April 2021 | 5/5 |
| Philip Yea | April 2020 | 5/5 |
|  |  |  |
| 1 The maximum number of meetings held during the year that each director could  attend is shown next to the number attended.  2 Sue Clark was appointed as Chair of the committee, following Dame Angela  Strank's appointment as Chair of the Sustainable Development Committee on  1 October 2024.  3 Sucheta Govil joined the committee on 1 October 2024. Sucheta was unable  to attend the one meeting of the committee held following her appointment due  to a commitment made prior to her appointment.  4 Dominique Reiniche retired from the Board and the committee on 30 September  2024. Dominique attended all meetings up to her retirement. | | |
| Other regular attendees | | |
| – Non-executive directors who are not members of the committee  – Group CEO  – Chief People Officer  – Group Head of Reward  – Head of Executive Reward  – External remuneration consultant | | |

#### Dear Shareholder

I am pleased to present this Directors'

remuneration report, my first as Chair

of the Remuneration Committee

(the committee). I succeeded Dame Angela

Strank in October 2024 and would like to

thank Angela for her leadership of the

committee. I am sure she will continue to

provide a valuable contribution as a

committee member.

#### Compliance statement

This report has been prepared on behalf

of, and has been approved by, the Board. It

complies with the Large and Medium-sized

Companies and Groups (Accounts and

Reports) Regulations 2008 (as amended)

(the Regulations), the UK Corporate

Governance Code and the UK Listing

Rules, and takes into account the Directors'

Remuneration Reporting Guidance and the

relevant policies of shareholder

representative bodies.

In accordance with the UK Companies Act,

shareholders will be asked to vote on the

following resolutions at the 2025 Annual

General Meeting (AGM):

– an advisory vote on the Directors'

remuneration report excluding the

Directors' Remuneration Policy (DRP),

which provides details of the

remuneration earned by directors

for performance in the year ended

31 December 2024, and how the DRP

will be implemented for 2025; and

– binding votes to approve the rules of

Mondi plc's Bonus Share Plan 2025 and

Long-Term Incentive Plan 2025 in

advance of the expiry of the current

rules.

The committee continues to focus

on performance driven reward that

aligns the remuneration of our executives

to the interests of our shareholders. We are

confident that the DRP and our approach

to its implementation will continue to

support Mondi’s success, incentivising the

management team to deliver long-term

sustainable shareholder value.

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#### Remuneration report

#### continued

### Statement from the Chair of the Remuneration Committee

### continued

#### Performance in

2024

Context of  remuneration

In assessing remuneration outcomes

for 2024, the committee considered the

ongoing investment in our business to

deliver long-term sustainable growth in the

context of ongoing difficult trading

conditions, soft demand and a challenging

pricing environment. Remuneration

outcomes were also considered against

the background of the wider stakeholder

experience and the broader financial,

operating and strategic performance.

Our remuneration structure is designed to

incentivise our people through-cycle while

underpinning our financial and sustainability

KPIs including safety.

Reflecting the Board's confidence in

Mondi’s future, a final dividend of 46.67

euro cents per share has been

recommended. The final dividend, together

with the interim dividend, amount to a total

ordinary dividend for the year of 70.00

euro cents per share. This is in addition to

the special dividend that was paid in

February 2024 in respect of the proceeds

from the sale of the Russian operations.

Further details on performance in 2024

are set out on page [2](#i5ea205a98724483f90a2a76cf5ac789a_7).

#### Remuneration outcomes

#### aligned to performance

#### Annual bonus

The majority (60%) of our annual bonus is

assessed against key financial measures

of EBITDA and ROCE. The remaining

bonus performance is assessed against

sustainability (20%) and personal (20%)

targets, reflecting the importance of these

to Mondi.

– Performance assessed against adjusted

EBITDA resulted in 15.9% out of a

maximum of 35%.

– Performance assessed against adjusted

ROCE resulted in 10.8% out of a

maximum of 25%.

– The reduction of specific Scope 1 and 2

greenhouse gas (GHG) emissions

and reduction of specific waste to

landfill targets (both progressing

towards our MAP2030 milestones)

within our sustainability scorecard were

achieved in full, together contributing

the maximum 10% to the annual bonus.

– The safety component of the

sustainability scorecard accounts for

10% and is assessed against lag and

forward-looking lead indicators. The

formulaic outcome is 7 out of 10, relating

to the safety lead indicator being

achieved in full and the lag indicator

being partially achieved. Regrettably we

experienced a fatality at our Merebank

mill (South Africa) during 2024. The

committee gave careful consideration to

the treatment of this fatality which was

discussed over multiple meetings.

Taking account of the fact pattern and

actions resulting therefrom, the

committee determined it was

appropriate to apply a downward

discretion of 50% to the formulaic

outcome of the entire safety

component. As a result, the safety

component will contribute 3.5 out of a

possible 10 percentage points to the

annual bonus as opposed to the

formulaic outcome of 7 out of 10.

– Performance against personal strategic

and operational objectives of the bonus

resulted in 16% out of a maximum of

20% for both the CEO and CFO.

Delivery against these objectives has

been achieved in a difficult trading

environment.

EBITDA and ROCE performance was

assessed against adjusted financial

numbers to neutralise the impact of

material factors outside of management's

control. Further details are set out on page

[127](#ia0ab97746e894fadaff3fa47820d5c35_43755). Annual bonuses of 56.2% of maximum

have been awarded in respect of

performance in 2024 for Andrew King and

Mike Powell. In accordance with the DRP,

half of these annual bonus awards will be

delivered in deferred shares which

vest after three years.

LTIP

The performance period for the 2022

Long‑Term Incentive Plan (LTIP) ended

on 31 December 2024. Performance was

assessed equally against average ROCE

and relative Total Shareholder Return

(TSR) performance over the three-year

performance period.

– Performance assessed against adjusted

ROCE targets resulted in 49.7% of the

LTIP award vesting out of a maximum of

50%. A year ago, when the committee

set the targets for the 2024 LTIP award,

the upper end of the average ROCE

target range was reduced from 18% to

16%, to reflect the lost contribution from

Mondi's Russian assets following their

divestment, which concluded in 2023.

This year, the committee determined

that a consistent adjustment should be

applied to the ROCE targets for the

inflight 2022 and 2023 awards, so that

the approach for all the awards reflected

the divestment of our Russian assets.

The Russian assets had typically

contributed an additional 300 basis

points towards ROCE and, as such, this

adjustment of 200 basis points to the

stretch target does not fully reflect the

lost contribution from our Russian

operations. Therefore, in the

committee's view the upper end of the

target range is more stretching than

when it was originally set.

– Performance for the TSR condition

was below the median of the bespoke

peer group. As a result, threshold

performance for this element was not

achieved and 0% of the award will vest

out of a maximum of 50%.

As a result, 49.7% of the 2022 LTIP award

will vest in February 2025. For our

executive directors, their vested shares

will be subject to a two-year post-vesting

holding period until 2027.

#### Summary

The committee gave careful consideration

to the use of downward discretion and the

adjustments described above, and

considers that the overall variable pay

outturns are appropriate in the context of

the wider business performance.

Further information about the levels of

executive remuneration earned in 2024,

including details of performance against

the relevant targets for both bonus

and LTIP, is given on pages [125](#i5ea205a98724483f90a2a76cf5ac789a_250)-[135](#i5ea205a98724483f90a2a76cf5ac789a_277).

#### Remuneration in

2025

#### Base salary

At Mondi, the overarching philosophy is

that pay is fair and well positioned to the

external market for all our workforce.

In determining the base salary for our

executive directors, the pay and pay

practices for both senior management

and the wider workforce across all

of Mondi's key markets were shared with

the committee. Increases for Mondi plc's

UK workforce were 3.5%. The base salaries

for Andrew King and Mike Powell were

increased by 3% to £1,133,348 and £722,661

respectively, effective from 1 January 2025,

below the increases applied to Mondi plc's

UK workforce.

The committee considers that the salaries

for the executive directors are appropriate

for a global organisation of Mondi’s size

and complexity.

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#### Pension

Andrew King, Mike Powell and the majority

of Mondi plc's UK workforce receive a

pension allowance of 8% of base salary.

#### Variable pay

There are no proposed changes to the

structure or quantum of the annual bonus

and LTIP awards. For 2025, Andrew King

will be eligible for a maximum bonus

of 185% of base salary and an LTIP award

of 230% of base salary. Mike Powell will

be eligible for a maximum bonus of 170%

of base salary and an LTIP award of 210%

of base salary. Actual award levels for both

the annual bonus and LTIP remain below

the policy maxima.

Annual bonus

The annual bonus for 2025 will continue

to be assessed against underlying

EBITDA (35%) and ROCE (25%) as

key financial performance indicators,

our sustainability scorecard (20%) and

personal objectives (20%).

The committee determined that from 2025

the approach to the assessment of safety

would be revised. Under the current

approach the lag and lead indicators each

contribute up to 5% to the annual bonus,

the achievement of each is mutually

exclusive. The actions and activities under

the lead indicators underpin our Social

Psychology of Risk forward looking

approach and reinforce our safety strategy.

The lead indicators will therefore be

retained as a gateway, however the

achievement of these indicators will no

longer directly contribute to bonus

outturns. Successful achievement of the

lead indicator will instead be the threshold

for any outturns based on the assessment

of TRCR performance under the lag

indicator. If the lead indicator is not met,

there will be no assessment of the TRCR

performance and no outturn under the

safety component. This is a higher hurdle

than under the previous structure, with a

heightened focus on output measures with

quantifiable targets.

#### LTIP

For the 2025 LTIP grant, performance will

continue to be assessed against ROCE

(50%), relative TSR (25%) and cumulative

EPS (25%).

The committee carefully considered the

ROCE targets to apply for the 2025 LTIP.

The threshold target has been set at 10%

(previously 12%), retaining the maximum

target level at 16% average ROCE. This is

to reflect the ramp-up period following the

start-up of a number of major capital

expenditure projects in 2024 and early

2025, and the initially dilutive effect of the

acquisition of the Western Europe

Packaging Assets of Schumacher

Packaging for an enterprise value of

€634 million, which is expected to

complete in the first half of 2025. Given

the uncertain economic environment in the

Group's core markets, the committee

believes these targets are suitably

stretching for this cycle.

Details of the annual bonus and LTIP

performance measures and targets are

on pages [116](#i5ea205a98724483f90a2a76cf5ac789a_238)-[130](#i3cbb99a5c007454d83c1d7039d5e1970_22799).

Executive director pay and the

#### wider workforce

When setting the remuneration for

executive directors, the committee

considers the pay practices and incentives

of the wider workforce. This includes a

review of pay approaches across the

global workforce in all geographies and

business units. The committee is updated

annually on the details of collectively

bargained and discretionary pay increases

being applied across the globe.

The majority of Mondi employees’

pay is negotiated under local collective

bargaining agreements, details

of which are shared with the committee.

The committee is well positioned

when determining executive director

pay, to take into account reward for

the wider workforce and all other

relevant information.

The key difference in the remuneration

of executive directors and employees is

the proportion of the remuneration

package that is performance related and

'at-risk'. The variable pay, delivered under

the short- and long-term incentive plans,

is higher for executive directors and also

realised over an extended time horizon.

#### Stakeholder engagement

The remit of the designated non-executive

director responsible for engaging with

employees covers a variety of subjects,

including remuneration-related topics.

The insights from this engagement and the

views of the wider workforce are reported

back to the Board.

For further details on wider employee

engagement, see pages [82](#ib8dec9a5cbb84243a7c37e5134aadc05_21942)-[84](#ib8dec9a5cbb84243a7c37e5134aadc05_21946).

In 2025 we will review our DRP and I

very much look forward to engaging

with our shareholders in determining

our new policy.

#### Conclusion

I hope that you will continue to provide

constructive feedback and support the

remuneration resolutions proposed at

the 2025 AGM.

#### Sue Clark

Chair, Remuneration Committee

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#### Remuneration report

#### continued

### Remuneration at a

### glance

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|  | Linking our reward and strategy | | | | | |  |  |  |
|  | Our strategy: Drive value accretive growth, sustainably | | | Underpinned by our four strategic value drivers: | | |  |  |  |
|  | ò At or above maximum  ò  Between threshold and maximum  ò Below threshold | | |  |  | Drive performance along the value chain |  |  |  |
|  |  |  | Invest in quality assets |  |  |  |
|  |  |  | Empower our people |  |  |  |
|  |  |  | Partner with customers |  |  |  |
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|  |  |  | Maximum | Outturn | | Link to strategy | | | | |
|  | Annual bonus | Adjusted underlying EBITDA1 | 35% | ò | 15.9% |  | | | | |
|  | Adjusted ROCE1 | 25% | ò | 10.8% |  | | | | |
|  | Sustainability scorecard | 20% | ò | 13.5% |  | | | | |
|  | Personal – Andrew King | 20% | ò | 16.0% |  | | | | |
|  | Personal – Mike Powell | 20% | ò | 16.0% |  | | | | |
|  | Total | Andrew King | 100% | ò | 56.2% |  | | | | |
|  | Mike Powell | 100% | ò | 56.2% |  | | | | |
|  | 2022 LTIP (vesting 2025) | TSR | 50% | ò | 0.0% |  | | | | |
|  | ROCE2 | 50% | ò | 49.7% |  | | | | |
|  | Total |  | 100% | ò | 49.7% |  | | | | |
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| 1 Further details are set out on page [127](#ia0ab97746e894fadaff3fa47820d5c35_43755).  2 Adjusted for 2024, as set out on page [127](#ia0ab97746e894fadaff3fa47820d5c35_43755). | | | | | | | | | | |
|  |  | | | | Andrew King | Mike Powell | | | | |
|  | ¢ Base salary | | | | £1,100,338 | £701,613 | | | | |
|  | ¢ Annual bonus (rounded) | | | | £1,143,046 | £669,750 | | | | |
|  | ¢  2022 LTIP (vesting  2025, rounded) | | | | £1,193,805 | £695,031 | | | | |
|  | ¢ Benefits, pension contributions and other | | | | £182,382 | £130,151 | | | | |
|  | Total remuneration 2024 (rounded) | | | | £3,619,571 | £2,196,545 | | | | |

.

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|  | Fixed vs variable remuneration outcomes |  |  |  |
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|  | Andrew King,  Group  CEO |  | Mike Powell,  Group  CFO |  |
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![13]()

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![25]()

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£3,619,571

£3,360,699

![]()

£4,196,451

£1,959,608

£2,101,525

![]()

£2,196,545

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|  | Time horizons of realised pay | | | |  | Actual shareholding against Minimum  Shareholding Requirement (MSR) | | | |  |
|  | The structure of the remuneration is to underpin the focus  on long‑term performance that drives sustainable value  for shareholders. | | | |  | As at 31 December  2024,  Andrew King exceeded the MSR. Mike  Powell, who joined the Board in November 2020, has achieved 76%  of his MSR, and is on track to meet the MSR within the timeframe  permitted. | | | |  |
|  | The time period to realise each element of pay is illustrated below: | | | |  |  | | | |  |
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|  | 1 I ncluding base salary, benefits and pension. | | | |  |  |  |  |  |  |
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|  | Executive directors are required to hold shares equivalent to 300% and 250%  of salary respectively for the CEO and CFO. This requirement continues for  two years post-employment. | | | |  | The shares that are included for the purposes of the MSR include deferred BSP  shares, net of tax, and vested LTIP shares subject to a post-vesting holding  requirement. Unvested LTIP awards do not count towards the MSR. | | | |  |
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|  |  | Year 1 |  |  |  |  |
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|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  | Fixed pay1 |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  | Annual  bonus | 50% cash | 50% in shares – deferred for three  years | | |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  | LTIP | Three-year performance period | | | Two-year post-vesting  holding period | |

![]()

#### Mike Powell

#### , Group CFO

![]()

#### Andrew King

#### , Group CEO

![]()

![]()

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#### Remuneration report

#### continued

### Statement of implementation of Directors’

### Remuneration Policy in

2025

Base salary for  2025

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Name | Base salary  effective  1 Jan 2025 | Previous  base salary | % change |
| Andrew King | £1,133,348 | £1,100,338 | 3.0% |
| Mike Powell | £722,661 | £701,613 | 3.0% |

Andrew King ’s and Mike Powell's base salaries were each increased by  3.0% , below Mondi plc's UK increases of 3.5%.

Bonus Share Plan (BSP) for  2025

The bonus structure for  2025  is shown below. Andrew King’s and Mike Powell’s maximum bonus opportunities will be 185% of base salary

and  170%  of base salary respectively.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Measure | | Weighting (%) | Why chosen? | How targets are set |
| Underlying EBITDA | | 35% | Underlying EBITDA provides a measure  of the cash-generating ability of the business  that is comparable from year to year. | Targets and ranges are set each year by  the committee taking account of required  progress towards strategic goals, and the  prevailing market conditions. |
| ROCE | | 25% | ROCE provides a measure of the efficient  and effective use of capital in our operations. |
| Sustainability scorecard | |  | Reflects the strategic importance of progress  towards our  MAP2030  framework. | Both lead and lag targets are set each year by  the committee, based on the specific priorities  in our  MAP2030 framework.  The committee considers input from the  Sustainable Development Committee, and sets  appropriate standards and goals to reduce waste  and GHG emissions. |
|  | Safety | 10% | One of the key indicators of whether the  business is meeting its sustainability goal  of sending everybody home safely, every day. |
|  | Greenhouse gas  emissions | 5% | One of our key Taking Action on Climate  indicators in our MAP2030  framework. |
|  | Waste to landfill | 5% | One of our key Circular Driven Solutions  indicators in our MAP2030  framework. |
| Personal objectives | | 20% | An indicator of the contribution and impact  that each executive director is making to the  overall success of the management team. | Targets are set each year by the committee,  based on the specific priorities, milestones  and areas of responsibility of the role. |

Targets for the annual bonus will be disclosed collectively in next year’s report as the committee considers the financial targets

to be commercially sensitive. Half of any bonus earned in respect of 2025 performance will be paid out in cash and the other half

will be deferred into shares for three years as nil-cost options.

Long-Term Incentive Plan (LTIP) for 2025

LTIP awards that are to be made in 2025  will be assessed against three performance measures: ROCE, TSR and EPS, weighted 50%,

25% and 25% respectively and measured over the three-year performance period commencing on 1 January  2025. The awards will be

subject to a two-year holding period from the date of vesting. The committee’s intention is to grant at the level of 230% of base salary

and 210% of base salary for Andrew King and Mike Powell respectively.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Measure | Weighting (%) | Why chosen? | How targets are set |
| Average 3-year ROCE | 50% | A key indicator of the efficient and effective  use of capital. | The committee sets threshold and stretch levels,  aligned to the Group’s strategic targets. ROCE  targets for the LTIP are detailed on the next page. |
| TSR, relative to a peer  group of competitors | 25% | TSR measures the total returns to Mondi’s  shareholders, so provides close alignment  with shareholder interests. | The committee sets the performance  requirements for each grant. A bespoke peer  group of packaging and paper sector companies  is used. TSR targets with respect to the LTIP  are detailed on the next page. |
| Basic underlying EPS,  measured on a  3‑year cumulative basis | 25% | EPS was introduced as a performance metric  for awards granted in/after 2023. A key  growth measure that represents the bottom-  line return and provides a balance to the  ROCE and TSR metrics. | EPS targets are set in the context of the long-  term financial plan, reflecting basic underlying  EPS. The EPS figures for each year in the  performance period are added together to  form a cumulative 3-year target. |

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The targets for the three-year performance period for the 2025 LTIP awards are as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Measure | Weighting  (%) | Threshold  (25% vesting) | Maximum  (100% vesting) |
| ROCE (average) | 50% | 10% | 16% |
| Mondi’s TSR relative to bespoke peer group | 25% | Median | Upper quartile |
| Cumulative EPS (euro cents per share) | 25% | 363 | 443 |

Between threshold and maximum, the LTIP awards will vest on a straight-line basis. The TSR peer group for the 2025 LTIP awards consists

of the following companies. These are peers who are subject to broadly the same market forces and trading environment as  Mondi.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| BillerudKorsnäs | International Paper | Metsä Board | Smurfit WestRock | UPM |
| Holmen | Klabin | PCA | Stora Enso |  |
| Huhtamaki | Mayr-Melnhof | Sappi | The Navigator Company |  |

The committee has discretion to amend variable pay vesting outturns should any formulaic output be inappropriate (e.g. unreflective of

underlying performance). Where the provision is utilised, the committee will explain clearly the basis for this decision.

#### Non-executive directors’ remuneration

Fee levels are reviewed annually and, if appropriate, increased. For 2025 , the fee levels are as set out in the table below and are being

held at  2024 levels.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Role | Fees from  1 January  2025 | Fees from  1 January  2024 |
| Board Chair fee | £484,313 | £484,313 |
| Non-executive base fee | £81,870 | £81,870 |
| Additional fees: |  |  |
| Supplement for Senior Independent Director | £21,000 | £21,000 |
| Supplement for Audit Committee Chair | £22,000 | £22,000 |
| Supplement for Remuneration Committee Chair | £21,000 | £21,000 |
| Supplement for Sustainable Development Committee Chair | £21,000 | £21,000 |
| Supplement for the non-executive director responsible for engaging with employees | £11,000 | £11,000 |
| Attendance fee for meetings outside country of residence (per meeting) | £2,680 | £2,680 |

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#### Remuneration report

#### continued

### Directors’ Remuneration Policy

This part of the Directors’ remuneration report sets out the Directors’ Remuneration Policy (DRP) for the  Group  and has been prepared

in accordance with The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended).

The DRP is not being put to shareholders for approval this year and is reproduced for information only.

#### Remuneration Policy principles

Mondi’s  approach is that remuneration should underpin the Group’s strategy. The remuneration is intended to attract, incentivise and retain

high-calibre individuals.

The committee considers the principles set out in Provision 40 of the UK Corporate Governance Code when determining the design,

implementation and assessment of remuneration.

|  |  |
| --- | --- |
|  |  |
| Simplicity | We operate a simple remuneration structure of fixed pay + short-term incentive + long-term incentive,  avoiding undue complexity or the potential to deliver unintended outcomes. |
| Clarity | The committee is committed to transparency regarding the components of the remuneration structure,  the potential outcome and the rationale for the quantum of awards made. The choice of metrics and the  targets set for the assessment of performance under our variable pay plans underpin the overall strategy. |
| Risk | The remuneration structure and the variable pay plans reflect the risk appetite set by the Board .  The performance measures, and the targets set, do not encourage inappropriate behaviours or excessive  risk-taking. Holding periods are in place for the LTIP. Mitigation is provided through the application  of market practice aligned recovery provisions (both malus and clawback). The committee also retains  discretion to override formulaic vesting outcomes, where pay outcomes do not reflect the wider business  performance. The post-employment Minimum Shareholding Requirement (MSR) has been extended such  that 100% of the in-employment shareholding guideline must be held for two years post-employment,  further promoting the delivery of sustainable share price performance. |
| Predictability | The committee is confident that the remuneration structure and its operation are well understood  by participants, including potential outcomes driven by performance levels achieved. |
| Proportionality | The potential outcomes under the remuneration structure at threshold, target and maximum performance  levels have been assessed and are understood. The committee carefully considers the targets set for the  variable pay elements to ensure reward is appropriately linked to performance and to minimise the risk  of excessive outturns. The annual bonus and LTIP outturns are at the discretion of the committee. |
| Alignment to culture | The committee considers that the remuneration strategy supports the wider strategy. The approach to pay  positioning, pension contribution levels and variable pay participation is applied consistently and underpins  the Mondi Group  values. |

#### Remuneration policy for executive directors compared to other employees

The remuneration policy for executive directors reflects the different levels of responsibility and market practices. The key difference

to the remuneration of the wider workforce is the proportion of remuneration that is 'at-risk'. For senior roles, a higher proportion of the

remuneration package is comprised of variable pay which drives an increased emphasis on pay for performance. Only a small number

of the most senior colleagues participate in the LTIP and the BSP. Participation in these plans is focused on those individuals who have

the greatest accountability for the performance of the Group.

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#### Executive directors’ remuneration policy table

The tables below set out the DRP (available on the Group website at [www.mondigroup.com/investors/results-reports-and-](https://www.mondigroup.com/investors/results-reports-and-presentations/?year=2022)

[presentations/?year=2022](https://www.mondigroup.com/investors/results-reports-and-presentations/?year=2022) in the Integrated report and financial statements 2022) for executive directors and non-executive directors

approved by shareholders on 4 May 2023 at the 2023 AGM. Awards made prior to the approval of this policy remain subject to the

prevailing approved policy at grant.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Base salary | | | | | | |
| Purpose and link to strategy | | | To recruit and reward executives of a suitable calibre for the role and duties required. | | | |
| Operation | | | Ordinarily reviewed annually by the committee, taking account of a number of factors including (but not limited  to) Group and individual performance, the skills and experience of the individual and changes in role scope  and responsibilities. The committee also takes into consideration the levels of increase for the broader  employee population.  Reference is also made to remuneration levels in companies of similar size and complexity to Mondi.  The committee considers the impact of any base salary increase on the total remuneration package.  Salaries (and other elements of the remuneration package) may be paid in different currencies as appropriate  to reflect their geographic location. | | | |
| Performance measures | | | While no formal performance conditions apply, an individual’s performance in role is taken into account when  determining any salary increase. | | | |
| Maximum opportunity | | | There is no prescribed maximum base salary or annual increase.  However, increases will normally not exceed the general level of increase awarded in the UK or the location  in which the executive is based (in percentage of salary terms). On occasion a higher increase may be awarded  in appropriate circumstances, for example:  – on promotion or development in role or change in responsibilities of the individual;  – where an individual has been appointed to the Board at lower than typical market salary to allow for growth  in the role, in which case larger increases may be awarded to move salary positioning to a typical market  level as the individual gains experience;  – change in size and/or complexity of the Group; and/or  – significant market movement. | | | |
|  | | |  | | | |
| Benefits | | | | | | |
| Purpose and link to strategy | | | To provide market competitive benefits. | | | |
| Operation | | | The  Group typically provides:  – car allowance or company car;  – medical insurance;  – death and disability insurance;  – limited and specific personal taxation and financial advice; and  – other ancillary benefits based on individual circumstances, including relocation and assistance with  expatriate expenses.  Other benefits may be introduced from time to time to ensure the benefits package is appropriately  competitive and reflects the circumstances of the individual director. | | | |
| Performance measures | | | Not applicable. | | | |
| Maximum opportunity | | | While the committee has not set an absolute maximum on the level of benefits executive directors may  receive, the value is set at a level which the committee considers to be appropriately positioned taking into  account relevant market levels based on the nature and location of the role, and individual circumstances. | | | |
|  | | |  | | | |
| Pension | | | | | | |
| Purpose and link to strategy | | | To provide market competitive pension contributions or allowances. | | | |
| Operation | | | Defined contribution to pension, or cash allowance of equivalent value. Only base salary is pensionable. | | | |
| Performance measure | | | Not applicable. | | | |
| Maximum opportunity | | | Executive directors receive a company contribution and/or equivalent cash allowance not exceeding  the contribution available to the majority of the workforce in the relevant country (currently 8% of salary  for the UK workforce).  Benefits under any non-UK pension arrangement may be provided in accordance with the terms of the  applicable scheme. | | | |
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#### Remuneration report

#### continued

### Directors’ Remuneration Policy



### continued

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| --- | --- | --- | --- | --- | --- | --- |
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| Executive directors’ remuneration policy table continued | | | | | | |
| Bonus Share Plan (BSP) | | | | | | |
| Purpose and link to strategy | | | To provide incentive and reward for annual performance achievements. To also provide sustained alignment with  shareholders through a deferred component. | | | |
| Operation | | | Awards are based on annual performance against stretching financial and non-financial targets. Targets are  reviewed annually and any pay-out is determined by the committee after the year end based on targets set for  the financial period. For 2025 , the table on page  [116](#i5ea205a98724483f90a2a76cf5ac789a_238) provides details of performance metrics, weightings, the  rationale and how targets are set.  The policy gives the committee the authority to select suitable performance metrics, aligned to Mondi’s strategy  and shareholders’ interests, and to assess the performance outcome.  The committee has discretion to amend the pay-out should any formulaic output not reflect the committee’s  assessment of overall business performance, or if the committee considers the formulaic outturn is not  appropriate in the context of other factors considered by the committee to be relevant.  Ordinarily, half of the award is delivered in cash and half is deferred into a conditional share award or a nil  (or nominal) cost option which normally vests following a three-year service period. Any dividend equivalents  accruing on shares between the date when the award was granted and when it vests will be delivered in shares.  Malus and clawback provisions apply (page [121](#i717a4b49502a48ceb904b4d029b8f818_16610)). | | | |
| Performance measures | | | Performance is normally assessed against a balanced scorecard of metrics as determined by the committee from time  to time, such as underlying EBITDA, ROCE and sustainability. Individual performance may also be assessed against  suitable objectives aligned to the delivery of  Mondi’s strategy. The majority of the bonus is assessed against  quantifiable financial and science-based sustainability measures, with over 50% assessed against financial targets.  The on-target bonus, as a percentage of maximum, has been reduced from 53% to 50% for non-financial targets,  aligned to the approach for financial targets for performance awards made in, and after, 2023. Subject to the  committee’s discretion to override formulaic outturns, for financial measures and non-financial measures, no more  than 25% of maximum is earned for threshold performance, 50% of maximum is earned for on-target performance  and 100% of maximum is earned for maximum performance. | | | |
| Maximum opportunity | | | The maximum annual bonus opportunity for executive directors is 200% of base salary.  The committee retains discretion to set the actual maximum below the policy maximum. | | | |
|  | | |  | | | |
| Long-Term Incentive Plan (LTIP) | | | | | | |
| Purpose and link to strategy | | | To provide incentive and reward for the delivery of the Group’s strategic objectives, and provide further  alignment with shareholders through the use of shares. | | | |
| Operation | | | The committee may grant awards annually as conditional shares or as nil (or nominal) cost options.  Awards will usually vest to the extent that performance conditions are met, typically measured over three years.  A two-year post-vesting holding period normally applies to LTIP shares that vest (net of tax). The two-year  holding requirement will normally continue if the director leaves employment during the holding period or is  permitted to retain any part of the award as a good leaver. The shares held will count towards the executive  director’s normal shareholding requirement. For  2025, the tables on pages [116](#i5ea205a98724483f90a2a76cf5ac789a_238) to [117](#if9d90551416f4f54849c5e869d228dfb_2506)  provide details of  performance metrics, weightings, the rationale and how targets are set.  The committee has discretion to vary the formulaic vesting outturn if it considers that the outturn does not  reflect the committee’s assessment of performance or is not appropriate in the context of other factors  considered by the committee to be relevant.  Dividend equivalents will accrue to the first date shares can be acquired and will be delivered in shares, based  on the proportion of the award that vests.  Under the plan rules, in exceptional circumstances, the committee has the ability to cash-settle awards, if  necessary. There is no current intention for awards for the executive directors to be delivered in this way.  Malus and clawback provisions apply (page [121](#i717a4b49502a48ceb904b4d029b8f818_16610)). | | | |
| Performance measures | | | Performance measures and targets are set each year by the committee, before the grant. The committee  annually reviews the performance measures, and in line with the rules of the LTIP, reserves the right to change  the measures and/or set different targets for future grants to ensure they remain appropriately challenging  in the prevailing economic environment.  Performance measures under the LTIP will be based on financial measures (which may include, but not be  limited to, total shareholder return, return on capital employed, and earnings per share) and may include  non‑financial measures (such as ESG measures). For awards granted in 2025, metrics comprise ROCE  (50% weighting), relative TSR (25% weighting) and cumulative EPS (25% weighting).  Subject to the committee’s discretion to override formulaic outturns, no more than 25% of the awards will  vest at threshold performance, increasing to 100% for maximum performance. | | | |
| Maximum opportunity | | | The maximum award level under the LTIP in respect of any financial year is 250% of base salary. | | | |
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| Share ownership policy | | | | | | |
| Purpose and link to strategy | | | To further align the interests of executive directors with those of shareholders. | | | |
| Operation | | | The Minimum Shareholding Requirement (MSR) for the  CEO  is  300%  of base salary and  250%  for the  CFO .  On appointment, an executive director is normally required to meet the MSR within five years from the date  of appointment.  While the executive director is building to the required shareholding level, deferred bonus awards under  the BSP, net of the expected tax liability, will count towards the requirement. Once the required shareholding  has been met, such shares will not count unless the committee, at its sole discretion, determines that a number  of deferred shares may count towards the holding requirement of a director.  Unvested LTIP awards (i.e. those awards where performance targets and/or a service requirement must still  be met for awards to vest) will not count towards the holding requirement. LTIP shares that have vested and  on which tax has been paid and that are within the two-year post-vesting holding period will count towards  the holding requirement.  Previously compliant directors who do not meet the minimum requirement on annual assessment are normally  expected to achieve compliance by 31 December of the same year.  The executive directors are entitled to participate in the Company's all-employee share plans on the same  basis as all other employees.  Post-employment MSR:  A post-employment shareholding requirement applies. Under the policy, executive directors will be expected  to retain a shareholding for two years post-employment.  For both years post-employment, the full in-employment MSR level applies. New executive directors who have  not achieved the necessary in-employment MSR level at date of exit will be required to retain the actual level  of shares held at date of exit.  In order to allow the committee to deal with unexpected circumstances, the committee retains discretion on  how to operate the policy and may make exceptions and allowances as it sees fit. | | | |

#### Recovery provisions (Malus and Clawback)

The committee may operate malus and clawback (i) for a period of three years from the payment of the BSP cash award or (ii) until the

date of release for BSP share awards, and for a period of three years following the vesting date of LTIP awards.

The malus and clawback provisions for the BSP and LTIP are set out in the rules for each plan but, in summary, may be applied in the event of:

– misstatement of financial results;

– error or misstatement of performance;

– gross or serious misconduct;

– corporate failure;

– severe downturn in financial or operational performance; or

– severe reputational damage.

#### Committee discretion

The committee, consistent with market practice, retains discretion over a number of areas relating to the operation and administration of

the DRP. These include (but are not limited to) the following:

– who participates in the incentive plans;

– the timing of award grants and/or payments;

– the size of an award and/or a payment (within the limits set out in the DRP table on pages [119](#i717a4b49502a48ceb904b4d029b8f818_16611) to [121](#i717a4b49502a48ceb904b4d029b8f818_16613));

– the choice and weighting of performance metrics (in accordance with the statements made in the DRP table on pages [119](#i717a4b49502a48ceb904b4d029b8f818_16611) to [121](#i717a4b49502a48ceb904b4d029b8f818_16613));

– in exceptional circumstances, determining that any share-based award (or any dividend equivalent) shall be settled (in full or in part) in cash;

– discretion relating to the measurement of performance and pro-rating for time for LTIP awards in the event of a change of control or

restructuring;

– determination of a good leaver (in addition to any specified categories) for incentive plan purposes based on the rules of each plan

and the appropriate treatment in such circumstances;

– determining the extent of payment or vesting of an award based on the assessment of any performance conditions, including

discretion as to the basis on which performance is to be measured if an award vests in advance of normal timetable (on cessation of

employment as a good leaver or on the occurrence of a corporate event) and whether (and to what extent) pro-ration shall apply in

such circumstances;

– whether (and to what extent) malus and/or clawback shall apply to any award;

– adjustments required in certain circumstances (e.g. rights issues, corporate restructuring, on a change of control and special dividends); and

– the ability to adjust existing performance conditions for exceptional events so that they can still fulfil their original purpose whilst being

no less stretching.

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#### Remuneration report

#### continued

### Directors’ Remuneration Policy



### continued

#### Executive directors’ remuneration policy table

#### continued

#### Remuneration scenarios at different performance

#### levels

|  |
| --- |
|  |
| CEO – Andrew King |
|  |
| n   Fixed pay    n BSP cash      n   BSP shares     n LTIP |

![4763]()

1

1

1

1

100%

36%

14%

14%

36%

23%

18%

17%

14%

17%

43%

54%

14%

|  |
| --- |
|  |
| CFO – Mike Powell |
|  |
| n   Fixed pay    n BSP cash      n   BSP shares     n LTIP |

![4767]()

1

1

1

1

100%

38%

14%

14%

34%

24%

20%

17%

14%

17%

42%

52%

14%

The charts above illustrate the total potential remuneration for each executive director at three performance levels.

Assumptions1:

Minimum = fixed pay only (salary + benefits + pension), resulting in £1,316,571 and £852,696 respectively.

On-Target = 50% vesting of the annual bonus and LTIP awards, resulting in £3,668,268 and £2,225,752 respectively.

Maximum = 100% vesting of the annual bonus and LTIP awards, resulting in £6,019,965 and £3,598,808 respectively.

Share Price Growth = to reflect the impact of a share price increase between award and vesting, the LTIP value in the ‘Maximum’ column has been increased by 50%, resulting

in £7,323,316 and £4,357,602 respectively.

Salary levels (on which other elements of the package are calculated) are based on those applying on 1 January 2025.

#### Remuneration policy for non-executive directors

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Element | Non-executive Board Chair fee | Other non-executive fees |
| Purpose and link to strategy | To attract and retain a high-calibre Chair and non-executives, with the necessary experience and skills.  To provide fees which take account of the time commitment and responsibilities of the role. | |
| Operation | The Chair receives an  all-inclusive fee. The  Chair ’s fee is reviewed  periodically by the  committee. | The non-executives are paid a basic fee.  Attendance fees are also paid to reflect the requirement for non-executive  directors to attend meetings in various international locations.  Additional fees may be paid to reflect the extra responsibilities and time  commitments, including but not limited to chairing main  Board committees, and  in respect of the role of non-executive director responsible for engaging  with employees. Non-executive directors’ fees are reviewed periodically by the  Chair  and executive directors. |
| Non-executive directors are not eligible to participate in any of the Group’s  share schemes, incentive  schemes or pension schemes.  The  Group may reimburse the reasonable expenses of Board directors that relate to their duties on behalf  of Mondi (including tax thereon if applicable). The Group may also provide advice and assistance with  Board  directors’ tax returns where these are impacted by the duties they undertake on behalf of Mondi. | |
| Maximum opportunity | While there is not a maximum fee level, fees are set by reference to market median data for companies  of similar size and complexity to Mondi . | |

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#### Directors' contracts and notice periods

#### Executive directors

Andrew King's and Mike Powell's service contracts provide for termination on one year’s notice by either party. The Group may elect

to make a payment in lieu of notice and, if it does so, to apply mitigation. Payment in lieu of notice would comprise base salary, benefits

and pension contributions for the notice period (or, if applicable, the balance of the notice period).

A director’s service contract may be terminated without notice and without any further payment or compensation, except for sums

accrued up to the date of termination, on the occurrence of certain events such as gross misconduct.

#### Non-executive directors

All non-executive directors have letters of appointment with Mondi plc for an initial period of three years. In accordance with best

practice, non-executive directors are subject to annual re-election at the Annual General Meeting. Appointments may be terminated

by either party with six months’ notice. No compensation is payable on termination, other than accrued fees and expenses.

#### Service contracts for new appointments

Normally, for any new executive director appointments, the Group’s policy is that the service contracts should provide for one year’s

notice by either party. The contract would provide that, in the event of termination by the company, other than for ‘cause’, the executive

would be eligible for payment of the base salary, pension contribution and benefits in respect of the unexpired portion of the 12-month

notice period.

The committee would take account of the remuneration and contract features that the executive may be forgoing or relinquishing

in order to join Mondi, in comparison with the overall remuneration package that Mondi is able to offer.

The committee may consider compensating a newly appointed executive director for other relevant contractual rights forfeited when

leaving their previous employer and/or remuneration forgone as a result of leaving their previous employer.

#### Approach to remuneration on recruitment

The appointment of high-calibre executives to the Board, whether by internal promotion or external recruitment, is important for the

success of the Group. The remuneration package for a newly appointed executive director would be set in accordance with the prevailing

approved Remuneration Policy at the time of appointment. Base salary would be set at an appropriate level taking into consideration the

skills and experiences of the individual, the complexity of the role and the individual's current remuneration. The variable pay would be

considered consistent with that of existing executive directors and would be subject to the maximum limits of the policy. Certain relocation

expenses may be met, as appropriate.

For an internal appointment, any existing pay components awarded in respect of the prior role would be allowed to pay out in accordance

with the terms of the award.

For external appointments, the committee may offer additional cash and/or share-based payments to replace any variable pay awards an

individual may have forgone to join Mondi, if it considers these to be in the best interests of the Group and its shareholders. This includes

awards made under Section 9.3.2 of the UK Listing Rules. Any such payments would take account of the remuneration forgone including

the nature of the award, the time horizons and any performance conditions attached to the award. The key terms and an explanation

of the rationale for such a component would be disclosed in the remuneration report for the relevant year.

Depending on the timing of the appointment, the committee may consider it appropriate to set different annual performance conditions

for the first performance year of appointment. An LTIP award may be made shortly after appointment, or as soon as practical following

a closed period.

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#### Remuneration report

#### continued

### Directors’ Remuneration Policy



### continued

#### Policy on loss of office

Notice periods will not normally exceed 12 months. The Group may elect to make a payment in lieu of notice as determined by the

respective contract of employment, taking account of local employment law, and, if it does, to apply mitigation. The committee reserves

the right to make any other payments in connection with an executive director’s cessation of office or employment where the payments

are made in good faith in discharge of an existing legal obligation (or by way of damages for breach of such an obligation) or by way of

settlement of any claim arising in connection with the cessation of a director’s office or employment. Any such payments may include but

are not limited to paying any fees for outplacement assistance and/or the director’s legal and/or professional advice fees in connection

with their cessation of office or employment.

The Group would seek to apply the principles of mitigation to any payment in lieu of notice by, for example, making payments in

instalments that can be reduced or ended if the former executive wishes to commence alternative employment during the payment

period. An executive director’s eligibility for bonus on cessation of employment will be determined by the committee in accordance with

the relevant plan rules, taking into account the reason for their departure and prevailing local legislation. Where eligible, the departing

director’s bonus would typically be determined in the normal way after the relevant year end, i.e. based on the applicable performance

conditions, pro-rated for the period worked in that year, save that no portion would be required to be deferred into a BSP award.

However, the committee has the discretion to apply different treatment. Any share-based entitlements granted to an executive director

under the Group’s share plans will be determined based on the relevant plan rules. The default treatment is that any outstanding

awards lapse on cessation of employment. However, in certain prescribed circumstances, such as death, disability, retirement or other

circumstances at the discretion of the committee (taking into account the individual’s performance and the reasons for their departure)

‘good leaver’ status can be applied. For good leavers, vesting of BSP awards is accelerated to as soon as practical after employment

termination (as they are not subject to performance conditions). Typically, LTIP awards remain subject to performance conditions

(measured over the original time period) and are reduced pro-rata to reflect the proportion of the performance period actually served.

The committee has the discretion to apply different treatment (including to disapply the application of performance conditions and/or

time pro-rating) if it considers it appropriate to do so. However, it is envisaged that this would only be applied in exceptional

circumstances. Post-vesting holding periods will normally continue to apply, notwithstanding any cessation of employment.

#### Statement of consideration of employment conditions elsewhere in the Group

The remuneration of the executive directors and other senior colleagues is set, taking into appropriate account the pay, pay practices

and employment conditions of the wider workforce, on which the committee receives regular detailed updates. In determining the

proposed salary increases for the executive directors and individuals within the remit of the committee, the committee is well positioned

to consider the wider workforce increases as part of its decision-making.

Employees are encouraged to provide feedback, on remuneration and wider topics, across a number of channels. A purposeful

workplace is a key theme of MAP2030 and understanding the views of our employees to address the things that matter to them

is at the core.

During 2024, Anke Groth, our non-executive director responsible for engaging with employees, participated in Mondi's annual European

Works Council meeting, alongside representatives from our European plant network. Anke and Sue Clark, who held the role until the end

of September, also engaged with a cross-section of employees during other site visits during the year, more details of which can be

found on page [83](#i4e2255fc211a402290e99b7658980ae4_1-1-5-1-577759).

The Board receives feedback from these, and other activities, to better understand the experience of a Mondi employee and to support

its decision-making.

Statement of consideration of

#### shareholder views

The committee takes into account the views of shareholders in the formulation of the DRP and the implementation of the policy.

Over the course of the year, the Chair, the Remuneration Committee Chair and executive directors engaged with shareholders on

a number of matters including remuneration with feedback presented to the Board. Feedback received from shareholders at the

Annual General Meeting is also considered. The Remuneration Committee Chair is anticipating engaging with shareholders over the

course of the DRP review in 2025,  in advance of a new policy being taken to shareholders for approval at the 2026 AGM.

#### Legacy arrangements

For the avoidance of doubt, authority is given to the Group to honour any commitments entered into with current or former directors

that have been disclosed to shareholders in previous remuneration reports. Details of any payments to former directors will be set out in

the annual report on remuneration as they arise.

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### Annual report on remuneration

#### Mondi’s TSR performance over the last 10 years

The following graph sets out the comparative TSR of Mondi plc relative to the FTSE 100 Index, for the period between 31 December 2014

and 31 December 2024. Mondi is a constituent of the FTSE 100, which is an appropriate index for this report.  The value by 31 December 2024

of £100 invested in Mondi plc on 31 December 2014, compared with the value of £100 invested in the FTSE 100 Index on the same date,

is shown. The TSR has been calculated on a three-month average basis. This includes a special dividend paid in February 2024 to return

the net proceeds from the sale of the Group’s Russian assets which was accompanied by a share consolidation.

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|  | Total shareholder return – Mondi  vs FTSE 100 | | |  |
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![1]()

#### Historical CEO remuneration

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Year | CEO | Total remuneration | % of maximum  bonus earned | % of LTI  vested |
| 2024 | Andrew King | £3,619,571 | 56% | 49.7% |
| 20231 | Andrew King | £3,360,699 | 29% | 61.3% |
| 2022 | Andrew King | £4,196,451 | 96% | 50.0% |
| 2021 | Andrew King | £3,497,506 | 97% | 45.6% |
| 20202 | Andrew King / Peter Oswald | £3,559,580 | 42% | 50.0% |
| 2019 | Peter Oswald | £3,322,216 | 44% | 67.2% |
| 2018 | Peter Oswald | £3,906,849 | 88% | 76.6% |
| 20173 | Peter Oswald / David Hathorn | £3,354,544 | 63% | 72.5% |
| 2016 | David Hathorn | £4,867,142 | 69% | 92.5% |
| 2015 | David Hathorn | £5,255,561 | 90% | 100.0% |

1 The three-year performance cycle of the 2021 LTIP award ended on 31 December 2023. The award value shown in the 2023 remuneration report was calculated using

the average share price, being £13.98. The actual share price on vesting was £15.50. The award value for  2023 has been restated on this basis.

2 Andrew King and Peter Oswald's 2020 total remuneration of £1,995,465 and £1,564,115 respectively is in respect of their tenure as Group CEO . Their salary and bonus have

been subject to a pro-rata time reduction. The bonus earned and LTIP vested were based on their remuneration in the role as Group CEO. Peter's bonus earned was 41%

of maximum bonus opportunity.

3 For 2017 the CEO remuneration reflects David Hathorn’s total remuneration of £991,584 up to his retirement from the Boards (the simplification of Mondi's corporate

structure into a single holding company structure under Mondi plc became effective in 2019) on 11 May 2017, including the pro-rata CEO annual bonus, and Peter Oswald’s

total remuneration of £2,362,960, including base salary, pension, benefits and pro-rata CEO annual bonus, as well as the 2015 LTIP vesting amount, with effect from

11 May 2017.

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#### Remuneration report

#### continued

### Annual report on remuneration



### continued

2024

#### remuneration of directors (audited)

The Remuneration Policy operated as intended in 2024 . The provisions of malus and clawback have not been applied in  2024.

The table below sets out the total remuneration for each person who served as a director in the years ended  31 December 2024

and  31 December 2023. A full breakdown of fixed pay and pay for performance in 2024 is detailed below.

#### Executive directors

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Fixed pay | | | |  | Pay for performance | | | | | |  |
|  | Base salary | Benefits 1 | Pension  contribution2 | Total fixed  remuneration |  | Annual bonus  including  grant value of  BSP award3 | Value of LTIP  vesting in  respect of the  performance  period ended  in the year 4 5 | Value of LTIP  vesting at  date of grant | Share price  gain on  vesting  LTIP award  between  grant and  vest dates | Other1 | Total variable  remuneration | Total |
| 2024 |  |  |  |  |  |  |  |  |  |  |  |  |
| Andrew  King | £1,100,338 | £92,555 | £88,027 | £1,280,920 |  | £1,143,046 | £1,193,805 | £1,157,398 | — | £1,800 | £2,338,651 | £3,619,571 |
| Mike  Powell | £701,613 | £72,222 | £56,129 | £829,964 |  | £669,750 | £695,031 | £673,835 | — | £1,800 | £1,366,581 | £2,196,545 |
| 2023 |  |  |  |  |  |  |  |  |  |  |  |  |
| Andrew  King | £1,073,500 | £255,638 | £85,880 | £1,415,018 |  | £575,934 | £1,367,947 | £1,391,855 | — | £1,800 | £1,945,681 | £3,360,699 |
| Mike  Powell | £684,500 | £72,978 | £54,760 | £812,238 |  | £349,096 | £796,474 | £810,364 | — | £1,800 | £1,147,370 | £1,959,608 |

1 Including accommodation costs, car allowance, life and health cover. For Andrew King, this figure includes a total of £12,778 for UK, South African and Austrian tax advice

benefit, a total tax equalisation and other benefit gross-ups of £50,604 and a car allowance of £19,300. For Mike Powell, this figure includes UK and Austrian tax advice

benefit of £5,597, a total tax equalisation and other benefit gross-ups of £39,915 and a car allowance of £19,300. The column 'Other' shows matching SIP shares.

2 Pension benefits of 8% of salary respectively are delivered as pension contribution of £10,000 and cash allowance of £78,027 to Andrew King and as cash allowance of

£56,129 to Mike Powell.

3 This is the total annual bonus amount awarded in respect of the financial year 2024, and includes both the upfront cash element and the deferred share award (pages [127](#ia0ab97746e894fadaff3fa47820d5c35_7463)-[129](#i5d2e2eacddaf43f18a816ef9ca291b75_656)).

4 For 2024, the three-year performance cycle of the 2022 LTIP ended on 31 December 2024 and the awards will vest in February 2025 and be subject to a two-year post

vesting holding period until 2027. The award value (including equivalent dividends on LTIP shares due to vest in February 2025 set out on page [129](#i5ea205a98724483f90a2a76cf5ac789a_253)) shown is based on the

average share price over the last three months of the financial year ended 31 December 2024 of £12.46. The 2022 LTIP awards were granted on 10 March 2022, when the

share price was £13.67. This equated to a decrease in value of £1.21 per share. As a consequence a zero gain is shown. Andrew’s and Mike's loss due to share price

depreciation was £102,447 and £59,645 respectively (excluding dividend equivalents).

5 In the 2023 remuneration report, the value of the 2021 LTIP awards vesting for which the three-year performance cycle ended on 31 December 2023 was calculated using the

average share price for the three months ended 31 December 2023, being £13.98 (including equivalent dividends on LTIP shares exercised in May  2024). The actual share

price on vesting was £15.50. The award values for 2023 have been restated on this basis. The 2021 LTIP awards were granted on 12 March 2021, when the share price was

£17.66. This equated to a decrease in value of £2.16 per share. As a consequence a zero gain is shown. Andrew’s and Mike's loss due to share price depreciation was

£169,966 and £98,958 respectively (excluding dividend equivalents).

#### Non-executive directors

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| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | Year ended 31 December 2024 | | | Year ended 31 December 2023 | | |
|  | Fees | Other1 | Total | Fees | Other1 | Total |
| Philip Yea | £484,313 | — | £484,313 | £484,313 | — | £484,313 |
| Svein Richard Brandtzaeg | £100,630 | £2,690 | £103,320 | £100,630 | £8,214 | £108,844 |
| Sue Clark | £105,980 | — | £105,980 | £95,550 | — | £95,550 |
| Sucheta Govil2 | £23,148 | — | £23,148 | — | — | — |
| Anke Groth | £103,380 | £7,198 | £110,578 | £74,803 | £2,200 | £77,003 |
| Saki Macozoma | £100,630 | £3,230 | £103,860 | £95,270 | £495 | £95,765 |
| Dominique Reiniche3 | £103,623 | £3,447 | £107,070 | £132,873 | £4,521 | £137,394 |
| Dame Angela Strank | £108,230 | — | £108,230 | £105,550 | — | £105,550 |
| Stephen Young | £109,230 | — | £109,230 | £111,004 | — | £111,004 |

1 Svein Richard Brandtzaeg, Anke Groth, Saki Macozoma and Dominique Reiniche received tax advice in the year, constituting taxable benefits to the gross values shown

in this column.

2 Sucheta Govil was appointed as a non-executive director on 1 October 2024. The  2024 figures reflect her remuneration as a non-executive director from 1 October 2024

to  31 December 2024.

3 Dominique Reiniche retired from the Board on 30 September 2024. The 2024 figures reflect her remuneration as a non-executive director from 1 January 2024 to

30 September 2024.

4 None of the non-executive directors have entitlements to pension-related benefits.

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#### Annual bonus

2024

#### bonus outcomes

#### (audited)

The majority of the 2024 annual bonus was assessed against financial measures, underlying EBITDA and ROCE.

The safety element of the sustainability scorecard includes lead and lag indicators:

– Five percentage points relate to the achievement of lead indicators. This is reflective of Mondi’s values and proactive approach to

safety. This is a shared objective requiring individual involvement of all members of the Executive Committee. All the individual

activities must be completed by the Executive Committee members to achieve the five points. If all the activities in their entirety are

not achieved, then these five points lapse in full for all.

– Five percentage points relate to the lag indicator, assessed against an annually defined Total Recordable Case Rate.

In the event of any work-related fatality, the Remuneration Committee makes an assessment on a case-by-case basis and will utilise its

discretion to adjust any pay-outs under the bonus, if appropriate.

Performance targets related to the reduction of specific Scope 1 and 2 GHG emissions and reduction of specific waste to landfill (both

progressing towards our MAP2030 milestones) account for a further 10% of the sustainability scorecard.

The remaining 20 points of the annual bonus are assessed against personal objectives (page [128](#i5d2e2eacddaf43f18a816ef9ca291b75_657)).

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Performance measure | Weighting | Threshold | % of bonus payable for  threshold performance | Maximum | Outcome2 | % of bonus  opportunity achieved | | |
| Underlying EBITDA1 | 35% | €1,012m | 8.75% | €1,370m | €1,158m | 15.9% |  | ò |
| ROCE1 | 25% | 10.1% | 6.25% | 13.7% | 11.4% | 10.8% |  | ò |
| Sustainability scorecard |  |  |  |  |  |  |  |  |
| Safety lead indicators (SLI) | 5% |  | Binary | Binary | Achieved in full | 3.5%3 |  | ò |
| Safety lag (TRCR) | 5% | 0.70 | 1% | 0.63 | 0.68 |
| Greenhouse gas (GHG) emissions | 5% |  | Binary | 0.42 t/t | 0.36 t/t | 5.0% |  | ò |
| Waste to landfill (WtL) | 5% |  | Binary | 16.47 kg/t | 12.75 kg/t | 5.0% |  | ò |
| Personal objectives – CEO | 20% |  | n/a | 20 | 16 | 16.0% |  | ò |
| Personal objectives – CFO | 20% |  | n/a | 20 | 16 | 16.0% |  | ò |

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| ò | At or above maximum | ò | Between threshold and maximum | ò | Below threshold |

1 50% of the maximum bonus is payable for on-target performance against financial metrics. On-target EBITDA and on-target ROCE were €1,191m and 11.9% respectively.

2 Underlying EBITDA and ROCE were adjusted to neutralise the impact of the forestry fair value gain and the one-off loss recognised in the year from the devaluation of the

Egyptian pound. These are both matters which could not be foreseen when the targets were set and are outside of management's control, both on the upside and downside.

The committee determined the targets were no less stretching as a result of the adjustments.

3 Representing the application of downward discretion of 50% to the formulaic outturn of the entire safety component.

There was a work-related fatality in 2024 at the Merebank mill (South Africa). The Remuneration Committee (the committee)

and Sustainable Development Committee independently reviewed the detailed investigation report of the incident and agreed with

the findings. After careful deliberation, the committee concluded that a discretionary downward adjustment of 50% of the formulaic

outcome for the entire safety element was appropriate.

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| Bonus outcome as percentage of maximum opportunity – CEO:  56.2 % | | | | | | | | | |
| Underlying EBITDA | 35%  (Max) | ROCE | 25%  (Max) | Sustainability scorecard | | | 20%  (Max) | Personal objectives | 20%  (Max) |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  | Safety | | GHG | WtL |  |  |

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|  |  |  |  |  |  |  |  |  |  |
| Bonus outcome as percentage of maximum opportunity – CFO:  56.2 % | | | | | | | | | |
| Underlying EBITDA | 35%  (Max) | ROCE | 25%  (Max) | Sustainability scorecard | | | 20%  (Max) | Personal objectives | 20%  (Max) |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  | Safety | | GHG | WtL |  |  |

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|  | Performance measure achieved |  | Sustainability performance measure achieved |  | Performance measure not achieved |

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#### Remuneration report

#### continued

### Annual report on remuneration



### continued

#### Annual bonus

#### continued

#### Achievement against

#### personal objectives

 of executives for  2024

#### bonus (audited)

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| --- | --- | --- |
|  |  |  |
| Key personal objectives and achievements | |  |
| The executive directors share many key objectives and also have individual objectives that are specific to their  roles. Key objectives, and achievements against these objectives during 2024 , included: | |  |
| Strategy development and execution | |  |
| – Drive performance along the value chain  – Continued focus on initiatives to optimise productivity, enhance efficiency and eliminate waste across our operations:  ◦ Delivered improvements across the value chain, including procurement synergies to reduce input costs, energy savings and  further enhance product quality.  ◦ Decreased our waste to landfill per tonne of production by 4% which, when compared to the 2020 baseline, is a reduction of  46%. | | |
| – Invest in quality assets  – Continued investment in our quality assets to drive growth, improve our cost competitiveness, and enhance sustainability, product  quality and service to customers:  ◦ Invested  €1.2 billion to increase capacity in both corrugated and flexible packaging.  ◦ Completion of new kraft paper machine at Štětí  (Czech Republic); major mill modernisations in  Świecie  (Poland) and Kuopio  (Finland ); expansion s of box plants in  Warsaw and Simet (both Poland ).  ◦ Recycled containerboard mill at Duino ( Italy) remains on track to start up in the first half of 2025.  ◦ Completed the acquisition of the Hinton Pulp mill in Alberta ( Canada) , and successfully improved productivity and sustainability  performance.  ◦ Further reduced our Scope 1 and 2 emissions by 11% with overall reduction of 31% when compared with our 2019 baseline,  continuing to make progress towards our target of 46% reduction by 2030.  ◦ Announced the acquisition of the Western Europe Packaging Assets of Schumacher Packaging for an enterprise value of  €634 million with completion expected in H1 2025. | | |
| – Empower our people  – Create an inspiring, inclusive and safe workplace that empowers our teams and enables leaders to take accountability for  attracting, developing and retaining talent to foster innovation and growth:  ◦ Maintained high levels of engagement with colleagues and took action based on their opinions and feedback.  ◦ Undertook a pulse survey on speaking up with 78% participation rate.  ◦ Continued to be recognised as a leader in safety in our industry with a TRCR of 0.68. | | |
| – Partner with customers  – Innovate in partnership with our customers to create a unique range of sustainable packaging and paper solutions that are  fit for a circular economy:  ◦ Increased the proportion of our products that are reusable, recyclable or compostable to 87%  of revenue.  ◦ Provided our customers with high-quality packaging and paper solutions that comply with all relevant health and safety  requirements.  ◦ 1,776 product impact assessments completed for our customers enabling them to manage their Scope 3 emissions.  ◦ Opened a new Flexible Packaging R&D and innovation centre in Steinfeld (Germany). | | |
| – Maintained strong financial position  – Net debt at 31 December  2024  was €1,732 million , with net debt to underlying EBITDA at  1.7 times.  – At  31 December  2024, Mondi's liquidity position was  €1,028 million , comprising the undrawn Syndicated Revolving Credit Facility  (RCF) of €750 million and cash and cash equivalents of  €278 million.  – Maintained investment grade credit ratings A: (stable outlook) credit rating from Standard & Poor's and a Baa1 (stable outlook)  credit rating from Moody .  – Issued €500 million of euro bonds and refinanced the revolving credit facility. | | |
| The overall personal ratings of  the executive directors were: | – Andrew King   16/ 20  – Mike Powell  16 /20 |  |

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#### Detail of annual bonus awarded for the year (audited)

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Name | Maximum bonus  (% of salary) | Maximum  bonus | % of maximum  (shown to 1 dp) | Awarded  in cash | Awarded  in shares | Total |
| Andrew King | 185% of salary | £2,035,625 | 56.2% | £571,523 | £571,523 | £1,143,046 |
| Mike Powell | 170% of salary | £1,192,742 | 56.2% | £334,875 | £334,875 | £669,750 |

Overall, the committee considers that annual bonus outturns for Andrew and Mike  of  56.2% of maximum respectively are a fair and

reasonable reflection of the performance of the business and their individual performance against personal objectives.

In accordance with our DRP, 50% of the bonuses earned are paid in cash and the remaining 50% is deferred into shares which are

released after three years. No further conditions are attached to these shares, except for being in service at date of vesting.

#### Long-Term Incentive Plan (LTIP) (audited)

#### LTIP awards vesting for the performance period ending

#### 31 December

 2024 ( 2022

#### awards)

The LTIP awards that were granted in  2022 , with a three-year performance period ending on  31 December  2024, will vest in February

2025  at  49.7%  of maximum against the (equally weighted) relative TSR and ROCE performance conditions, as shown in the table below.

The targets for the 2022 LTIP awards were approved by the committee prior to the conflict in the Ukraine. The financial results from 2022

onwards were based on our operations excluding our Russian assets. Following the divestment of the Russian assets, which had typically

contributed approximately an additional 300 basis points towards ROCE, the committee has adjusted the stretch performance level of

average ROCE p.a. to 16% (from 18%) while retaining the threshold target at 12%. This adjustment of 200 basis points to the stretch

target does not fully reflect the lost contribution from the Russian assets. The committee therefore considers the target to be more

stretching and the level of pay-out to be reflective of the performance of the Group. This aligns with the target range the committee set

for the 2024 LTIP, which was revised, following the divestment of the Russian assets.

The committee has also determined to apply the same adjustment to the maximum target for the 2023 awards, to ensure alignment

across all inflight awards. Whilst the committee has currently decided not to reduce the threshold target, it will keep the position under

review and assess performance at the end of the performance period after considering all relevant facts.

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| Measure | Weighting (%) | Threshold  (25% vesting) | Maximum  (100% vesting) | Actual | Actual vesting  (% of max. LTIP  opportunity) |
| Mondi’s TSR relative to bespoke peer group | 50% | Median | Upper quartile | Below median | 0.0% |
| ROCE (average) | 50% | 12% p.a. | 16% p.a. | 15.9% p.a. 1 | 49.7% |
|  |  |  |  | Total vesting (% of max) | 49.7% |

1 The three-year average ROCE that was achieved was 15.9% (23.7% in 2022 , 12.8% in 2023 and  11.4% in 2024 ). Adjusted ROCE for 2024 as set out on page [127](#ia0ab97746e894fadaff3fa47820d5c35_43755).

Mondi plc achieved a TSR of -23.9%, over the three-year performance period, ranking 9th in the TSR peer group, below median

TSR performance, resulting in  0%  vesting for this element.

Mondi plc achieved a three-year average ROCE of 15.9%. This resulted in vesting of 99.4% of this element. Therefore, 49.7%  of the

maximum 2022 LTIP award will vest as a result of the ROCE performance.

Taking into account both ROCE and TSR performance, in total,  49.7% of the maximum 2022 LTIP award will vest.

#### Details of LTIP vesting for the performance period ending

#### 31 December

 2024 (2022

#### awards)

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| Name | Number of  awards granted | Vesting  performance | Awards vesting | Dividend  equivalents | Total number of  awards vesting | Average share  price | Total estimated  value of award  on vesting |
| Andrew King | 170,389 | 49.7% | 84,667 | 11,144 | 95,811 | £12.46 | £1,193,805 |
| Mike Powell | 99,201 | 49.7% | 49,293 | 6,488 | 55,781 | £12.46 | £695,031 |

In accordance with the DRP, vested awards are subject to a two-year holding period whereby the executive (including those who have

left employment) must retain the number of vested shares net of tax for a minimum of two years from the point of vesting. The award

value shown is the three month average share price over the last quarter of the financial year ended 31 December 2024 of £12.46.

#### BSP awards granted in

2024

#### (audited)

On 3 May 2024 the committee made the following awards under the Group’s BSP to the following executive directors in relation

to the 2023 bonus outcome.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Name | Type of award | Relating to FY | Number of shares | Share price at grant1 | Face value of shares |
| Andrew King | Nil-cost option | 2023 | 20,395 | £14.12 | £287,977 |
| Mike Powell | Nil-cost option | 2023 | 12,362 | £14.12 | £174,551 |

1 Being a three-day average share price commencing on the day of announcement of financial results.

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#### LTIP

a

#### wards granted in

2024

#### (audited

)

LTIP and BSP awards are normally granted in early March of each year. In March 2024, Mondi was in a closed period due to discussions

regarding a possible combination with DS Smith, prohibiting the grant of awards at the normal time. Following the Board’s decision not to

make an offer and publication of the Group's trading update, awards were granted on 3 May 2024. The committee determined that the

awards would vest in line with the original vesting date (i.e. the date they would have vested had the grant date not been delayed), to

provide consistency for participants. Similarly, the share price for determining the number of awards was calculated using the normal

approach, being the three-day average commencing on the day of announcement of financial results.

On 3 May 2024, the committee made the following awards under the Group’s LTIP to the following executive directors:

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| Name | Type of award | Basis of award | Number of shares | Share price at  grant1 | Face value of  shares | Vesting at  minimum  performance | End of performance  period |
| Andrew King | Nil-cost option | 230% of salary | 179,234 | £14.12 | £2,530,784 | 25% | 31/12/26 |
| Mike Powell | Nil-cost option | 210% of salary | 104,348 | £14.12 | £1,473,394 | 25% | 31/12/26 |

1 Being a three-day average share price commencing on the day of announcement of financial results.

The performance conditions, as summarised in the table below, are based on three performance measures – ROCE (50%), TSR, relative to a

peer group (25%) and cumulative EPS (25%) – measured over a three-year performance period ending on 31 December 2026. The TSR

performance condition is based on the Group’s TSR relative to a group of competitor companies. The following companies were

selected: BillerudKorsnäs, Holmen, Huhtamaki, International Paper, Klabin, Mayr-Melnhof, Metsä Board, PCA, Sappi, Smurfit WestRock,

Stora Enso, The Navigator Company and UPM. DS Smith was acquired by International Paper on 31 January 2025 and was removed from

the peer group for all inflight awards. Smurfit Kappa and WestRock were separate members of the comparator group prior to their

merger in July 2024 and performance will be measured with reference to the combined entity going forward.

This combination of metrics provides an appropriate means of aligning the operation of the LTIP with shareholders’ interests and the Group’s

strategy.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Measure | Weighting  (%) | Threshold  (25% vesting) | Maximum  (100% vesting) |
| ROCE (average) | 50% | 12% | 16% |
| Mondi’s TSR relative to bespoke peer group | 25% | Median | Upper quartile |
| Cumulative EPS (euro cents per share) | 25% | 365 | 446 |

Between threshold and maximum the LTIP awards will vest on a straight-line basis. The committee has discretion to amend the vesting

outturn should the formulaic assessment not be reflective of the underlying business performance. Where the provision is utilised the

committee will seek to explain clearly the basis for this decision.

#### Payments to past directors (audited)

There were no payments made to past directors during the period.

#### Payments for loss of office (audited)

There were no payments for loss of office made to directors or past directors during the period.

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#### CEO

#### pay ratio

Mondi  is not required to report the CEO  pay ratio, employing fewer than the threshold 250 people in the UK. However, in line with our

commitment to transparency, a voluntary disclosure is being made.

The Option A methodology was selected as being the most accurate means of identifying the respective percentiles. The full-time

equivalent total remuneration for all permanent Mondi plc UK employees, received in the financial year, has been used to identify the

employees whose remuneration positions them at the 25th percentile, median and 75th percentile. No element of pay was excluded.

The snapshot day is 31 December in any year.

Mondi employs approximately 22,000 individuals globally. On 31 December 2024, 29 people were employed by Mondi plc in the UK,

representing less than 1% of Mondi's workforce.

A significant proportion of the CEO's total remuneration is delivered as performance-related pay. Performance outcomes and share price

for equity-settled awards may fluctuate significantly year on year, impacting the CEO pay ratio.

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| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Year | Method | 25th percentile  pay ratio | Median  pay ratio | 75th percentile  pay ratio |
| 2024 | Option A | 38:1 | 24:1 | 13:1 |
| 2023 | Option A | 43:1 | 23:1 | 14:1 |
| 2022 | Option A | 51:1 | 35:1 | 20:1 |
| 2021 | Option A | 50:1 | 36:1 | 24:1 |
| 2020 | Option A | 48:1 | 34:1 | 27:1 |
| 2019 | Option A | 126:1 | 97:1 | 67:1 |

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| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| 2024 | CEO | 25th percentile | Median | 75th percentile |
| Salary | £1,100,338 | £69,344 | £120,367 | £215,250 |
| Total remuneration | £3,619,571 | £94,796 | £153,189 | £269,987 |

The median pay ratio is consistent with the pay, reward and progression policies for the UK workforce.

#### Relative importance of spend on pay

The table below shows the total remuneration paid across the  Group  together with the total ordinary dividends paid in 2024  and 2023.

A special dividend was paid in February 2024 to return the net proceeds from the sale of the Group’s Russian assets which is not

included in the 2024 figure. This was accompanied by a share consolidation. There have been no share buybacks during 2024 and 2023.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| € million | 2024 | 2023 | % change |
| Overall remuneration expenditure1 | 1,228 | 1,087 | 13.0% |
| Ordinary dividends paid to shareholders | 312 | 345 | -9.6% |

1 Remuneration expenditure for all Mondi Group  employees, reported as personnel costs in the consolidated income statement.

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#### Percentage change in directors' remuneration

The table below shows the percentage change in each director’s salary/fees, benefits and bonus between the year ended  31 December  2024

and the four preceding years, and the average percentage change in the same remuneration over the same period in respect of the

employees of the listed parent entity and the Group  on a full-time equivalent basis.  Data for joiners and leavers has been excluded in the

relevant year. To provide a meaningful base year for comparison, the remuneration is annualised in the year of joining for the purposes

of the subsequent year's calculation. Changes in Board appointments and attendance of Board meetings outside of country of residence

may have a marked effect on the year-on-year comparison shown for the non-executive directors. Non-UK tax resident non-executive

directors receive tax return support. Differences in the amount of tax support required between years can also have a marked effect on

the comparison.

For 2024 relative to 2023, there have been no increases to the fee structure for the Chair or non-executive directors and the salary

increases for the executive directors were 2.5% respectively. Significant percentage changes in the taxable benefits for the non-

executive directors figures are driven by small absolute tax advice fees as detailed on page [126](#ia0ab97746e894fadaff3fa47820d5c35_32832).

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  |  | Average  employee  Mondi plc 1 | Average  employee  Mondi  Group | Andrew  King | Mike  Powell | Philip Yea | Svein  Richard  Brandtzaeg | Sue Clark | Anke Groth | Saki  Macozoma | Dame  Angela  Strank | Stephen  Young |
| Salary/fees | 2024 | 5.5% | 6.6% | 2.5% | 2.5% | 0.0% | 0.0% | 10.9% | 4.1% | 5.6% | 2.5% | -1.6% |
|  | 2023 | 7.8% | 9.2% | 6.0% | 6.0% | 5.0% | 5.0% | 15.0% | — | 1.9% | 9.6% | -10.5% |
|  | 2022 | -1.3% | 4.5% | 2.5% | 2.5% | 2.5% | 20.3% | 9.2% | — | — | 26.6% | 12.6% |
|  | 2021 | 14.5% | 3.6% | 1.9% | 0.0% | 12.8% | — | — | — | — | — | 23.6% |
|  | 2020 | -11.2% | 0.6% | 0.0% | — | — | — | — | — | — | — | -6.2% |
| Taxable  benefits2 | 2024 | -2.0% | N/A | -63.8% | -1.0% | 0.0% | -67.3% | — | 146.5% | 554.3% | — | — |
|  | 2023 | -7.5% | N/A | 23.0% | 86.5% | — | 137.7% | — | — | -91.1% | — | — |
|  | 2022 | 1.2% | N/A | 55.3% | 59.7% | — | 11.3% | — | — | — | — | — |
|  | 2021 | 3.2% | N/A | -26.4% | -78.7% | — | — | — | — | — | — | — |
|  | 2020 | -0.6% | N/A | 238.3% | — | — | — | — | — | — | — | — |
| Annual  bonus3 | 2024 | -62.2% | 13.8% | 98.5% | 91.9% | — | — | — | — | — | — | — |
|  | 2023 | -9.1% | -18.8% | -68.0% | -67.2% | — | — | — | — | — | — | — |
|  | 2022 | 82.9% | 22.3% | 1.4% | 3.6% | — | — | — | — | — | — | — |
|  | 2021 | -28.9% | 18.1% | 164.6% | 138.1% | — | — | — | — | — | — | — |
|  | 2020 | -58.1% | 5.2% | -5.5% | — | — | — | — | — | — | — | — |

1 The number of employees of the listed parent company is substantially less than 1% of the Group and as a consequence any changes to the remuneration of an Executive

Committee member or a particular single individual, or a change in the profile of the employee group, e.g. leavers or new hires, can have a marked effect on the year-on-year

comparison. Consequently, the percentage changes may be highly variable.

2 Taxable benefits for Mondi plc employees include healthcare, car allowance and SIP matching shares. The majority of employees in the Group receive no taxable benefits

beyond those provided through the local social security regime. Additional benefits represent less than 5% of the total remuneration.

3 The percentage change in the annual bonus for the executive directors is not a like for like comparison to the employees. The calculation for the executive directors is based

on the bonus earned for the respective financial year. For employees, it is the bonus paid in the year.

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#### Statement of directors’ shareholdings and share interests (audited)

The  CEO  and CFO are required to build and maintain a Minimum Shareholding Requirement (MSR) equivalent to  300% and 250% of

base salary respectively. New appointees are required to meet the relevant requirement within five years from appointment. Therefore,

Andrew King  and Mike Powell have until 31 March 2025 and 31 October 2025 to meet their respective shareholding requirements.

Deferred bonus awards under the BSP (net of tax) and vested LTIP shares that are subject to the two-year post-vesting holding period

will count towards the holding requirement. As at 31 December   2024 ,  Andrew King exceeded the MSR. Mike Powell, who joined Mondi in

November 2020, has achieved 76% of his MSR and is on track to meet this in the timeframe required.

Directors' shareholdings were impacted by the share consolidation implemented in early 2024 when the net proceeds from the sale

of the Group’s Russian assets were returned to shareholders, as disclosed in the 2023 Integrated report and in note 28 to the financial

statements. The beneficial and non-beneficial share interests of the directors and their connected persons as at 1 January  2024 and as

at 31 December 2024 were as follows:

Executive directors (audited)

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | Shares held  outright at  1 Jan 2024 | Shares held  outright at  31 Dec 2024 | Deferred BSP  shares net of tax  at 31 Dec 2024 2 | Total  shareholding  attributed to  MSR | MSR | Achievement | Deferred LTIP  shares  outstanding at  31 Dec 20243 | Deferred LTIP  shares as  multiple of base  salary 1  (%) |
| Andrew King | 203,327 | 241,745 | 81,963 | 323,708 | 300% | 348% | 524,733 | 565% |
| Mike Powell | 39,510 | 64,357 | 48,252 | 112,609 | 250% | 190% | 305,496 | 515% |

1 The one-month volume weighted average share price of £11.84 as at 31 December 2024 was used in calculating the percentage figures shown above divided

by the executive's respective salary as at 31 December 2024. Total shareholding as a multiple of base salary includes BSP shares net of estimated tax of 45%.

2 BSP shares subject to service condition, net of estimated tax of 45%. All shares shown in this column were awarded as nil-cost options.

3 LTIP shares subject to service and performance conditions. All shares shown in this column were awarded as nil-cost options.

#### Non-executive directors (audited)

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  | Philip Yea | Svein  Richard  Brandtzaeg | Sue Clark | Sucheta  Govil1 | Anke Groth | Saki  Macozoma | Dominique  Reiniche2 | Dame  Angela  Strank | Stephen  Young |
| Shareholding at 1 Jan 2024  (or, if later, on appointment) | 27,500 | 1,250 | 4,229 | — | — | 441 | 1,000 | 899 | 2,026 |
| Shareholding at 31 Dec 2024  (or date of resignation, if earlier) | 40,000 | 1,130 | 3,845 | — | 500 | 400 | 909 | 817 | 1,841 |

1 Appointed to the Board on 1 October 2024.

2 Stepped down from the Board on 30 September 2024.

The shareholdings were impacted by the share consolidation implemented in early 2024 when the net proceeds from the sale of the

Group’s Russian assets were returned to shareholders, as disclosed in the 2023 Integrated report and in note 28 to the financial

statements.

There has been no change in the interests of the directors and their connected persons between 31 December 2024 and the date of this

report other than the amounts shown in the footnote to the ‘SIP’ table on page [134](#i8e9eb393a8cc4ff2b371e91325ec0b7a_1793).

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#### Remuneration report

#### continued

### Annual report on remuneration



### continued

#### Share awards granted to executive directors (audited)

The following tables set out the share awards granted as nil-cost options to the executive directors. All share awards are determined by

the three-day average share price commencing the day Mondi  announces its results, unless stated otherwise.

#### Awards under BSP and LTIP

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Andrew King | |  |  |  |  |  |  |  |  |  |
| Type of award | Awards  held at  beginning  of year | Awards  granted  during year | Shares  lapsed | Awards  exercised  during year | Dividend  equivalents | Share price  at the date  of exercise | Date of award | Awards  held as at  31 December  2024 | Release date | Status |
| BSP | 18,970 | — | — | 18,970 | 2,270 | £15.50 | Mar 2021 | 0 | Feb 2024 | Vested and  exercised |
| BSP | 64,849 | — | — | — | — | — | Mar 2022 | 64,849 | Feb 2025 | Unvested |
| BSP | 63,779 | — | — | — | — | — | Mar 2023 | 63,779 | Mar 2026 | Unvested |
| BSP | — | 20,395 | — | — | — | — | May 2024 | 20,395 | Mar 2027 | Unvested |
| LTIP1 | 128,675 | — | 49,861 | 78,814 | 9,421 | £15.50 | Mar 2021 | 0 | Feb 2024 | Vested and  exercised |
| LTIP2 | 170,389 | — | — | — | — | — | Mar 2022 | 170,389 | Feb 2025 | Unvested |
| LTIP3 | 175,110 | — | — | — | — | — | Mar 2023 | 175,110 | Mar 2026 | Unvested |
| LTIP4 | — | 179,234 | — | — | — | — | May 2024 | 179,234 | Mar 2027 | Unvested |
| Mike Powell | |  |  |  |  |  |  |  |  |  |
| BSP | 2,038 | — | — | 2,038 | 247 | £15.50 | Mar 2021 | 0 | Feb 2024 | Vested and  exercised |
| BSP | 37,607 | — | — | — | — | — | Mar 2022 | 37,607 | Feb 2025 | Unvested |
| BSP | 37,761 | — | — | — | — | — | Mar 2023 | 37,761 | Mar 2026 | Unvested |
| BSP | — | 12,362 | — | — | — | — | May 2024 | 12,362 | Mar 2027 | Unvested |
| LTIP1 | 74,916 | — | 29,029 | 45,887 | 5,487 | £15.50 | Mar 2021 | 0 | Feb 2024 | Vested and  exercised |
| LTIP2 | 99,201 | — | — | — | — | — | Mar 2022 | 99,201 | Feb 2025 | Unvested |
| LTIP3 | 101,947 | — | — | — | — | — | Mar 2023 | 101,947 | Mar 2026 | Unvested |
| LTIP4 | — | 104,348 | — | — | — | — | May 2024 | 104,348 | Mar 2027 | Unvested |

1 The performance conditions applying to the 2021 LTIP are set out on page 144 of the 2023 Integrated report.

2 The performance conditions applying to the 2022 LTIP are set out on page [129](#i5ea205a98724483f90a2a76cf5ac789a_253) .

3 The performance conditions applying to the  2023 LTIP are set out on pages 144-145 of the  2023 Integrated report.

4 The performance conditions applying to the  2024 LTIP are set out on page  [130](#i3cbb99a5c007454d83c1d7039d5e1970_22799).

#### All-employee share plans (audited)

The Group currently operates one HM Revenue & Customs approved all-employee share plan in the UK (the SIP).

#### Share Incentive Plan (SIP)

Employees resident in the UK are eligible to participate in the SIP. Contributions of up to £150 per month are taken from participants’

gross salary and used to purchase ordinary shares in Mondi plc  each month (partnership shares). Participants receive one matching

Mondi plc  ordinary share free of charge for each share purchased (matching shares). The shares are placed in trust and the matching

shares are forfeited if participants resign from the Group’s employment within three years. If the shares remain in the trust for at least

five years, they can be removed free of UK income tax and National Insurance contributions. Directors' shareholdings were impacted by

the share consolidation implemented in January 2024 when the net proceeds from the sale of the Group’s Russian assets were returned

to shareholders, as disclosed in the 2023 Integrated report and in note 28 to the financial statements. Shareholders received 10 New

Ordinary Shares for every 11 Existing Ordinary Shares that they held.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | Shares held at beginning  of year  (pre share consolidation) | Partnership shares  acquired during the year | Matching shares awarded  during the year | Shares released  during the year | Total shares held as at  31 December 2024 |
| Andrew King1 | 6,900 | 127 | 127 | — | 6,524 |
| Mike Powell1 | 612 | 127 | 127 | — | 808 |

1 Since 1 January 2025  and up to the date of this report  Andrew King acquired 25 partnership shares and was awarded 25 matching shares and  Mike Powell acquired 25

partnership shares and was awarded 25 matching shares.

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#### Statement of voting at Annual General Meeting

The Annual General Meeting was held on  3 May 2024. All resolutions were passed. The voting result in respect of the Remuneration

report is given below. Overall in excess of 75% of the total Group shares were voted.

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| Resolution | Votes for | % | Votes against | % | Votes total | % of ISC voted | Votes withheld |
| To approve the Remuneration report  (other than the DRP) | 321,686,048 | 97.05 | 9,763,499 | 2.95 | 331,449,547 | 75.09% | 4,181,383 |

The DRP was last approved at the AGM held on 4 May 2023, with 87.71% of the votes for the resolution and 12.29% against, with 896,082

withheld.

#### Remuneration Committee governance

#### The Remuneration Committee

The Remuneration Committee is a formal committee of the Board (composition of the Remuneration Committee on page  [111](#i2661df97620841af89547ac9c817d250_69614)) .

Its remit is set out in terms of reference adopted by the Board . A copy of the terms of reference is available on the Group’s website

at <www.mondigroup.com>. The committee’s performance against these terms of reference is reviewed on an annual basis and the

committee is satisfied that it has acted in accordance with its terms of reference during the year.

The primary purposes of the committee are set out on  page [87](#ibfc65c8fa95f436d8c249e6bd5ba5157_29-21-1-8-577759).

No director or other attendee takes part in any discussion regarding his or her personal remuneration.

The committee is authorised to seek information from any director and employee of the Group and to obtain external advice.

The committee is solely responsible for the appointment of external remuneration advisers and for the approval of their fees and

other terms.

Deloitte was appointed by the Remuneration Committee as its independent remuneration consultant with effect from 29 September 2020,

following a competitive tender process. Total fees paid to Deloitte for providing remuneration advice to the committee were determined

based on time and materials and amounted to £93,950 for the year ended 31 December 2024 (£87,225 for 2023). Deloitte also provided

other tax, payroll and due diligence services to the Mondi Group during the year. All advice to the Remuneration Committee, received

from Deloitte, was objective and independent. Deloitte is a founder member of the Remuneration Consultants Group and, as such,

voluntarily operates under the Code of Conduct in relation to executive remuneration consulting in the UK.

The committee reviews the appointment of its advisers annually and is satisfied that the advice it receives is objective and independent.

#### Sums paid to third parties in respect of a director’s services

No consideration was paid or became receivable by third parties for making available the services of any person as a director

of Mondi plc (‘the Company’), or while a director of the Company, as a director of any of the Company’s subsidiary undertakings,

or as a director of any other undertaking of which he/she was (while a director of the Company) a director by virtue of the

Company’s nomination, or otherwise in connection with the management of the Company or any undertaking during the year

to 31 December 2024.

#### Sue Clark

Chair, Remuneration Committee

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#### Other statutory information

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
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|  | For the purposes of the Companies Act 2006, the disclosures below, including those incorporated by reference, together with  the Corporate governance report set out on pages  [72](#i5ea205a98724483f90a2a76cf5ac789a_163)-[110](#id3d05f44935e4047a0344ce50d49b619_3-5-1-1-577759), form the Directors’ report.  In addition, disclosures relating to the following items, which also form part of the Directors’ report, have been included in the  Strategic report which starts on the inside front cover of this Integrated report and finishes on page [71](#i3069b69a47d24f6a8f38f358e445da71_11667): | |  |
|  | – Dividends, page  [28](#ie69b3723affb40af905ab6da76e1e79d_18426)  – Financial risk management objectives and policies, page  [29](#ie69b3723affb40af905ab6da76e1e79d_5183)  – Principal risks, pages  [60](#i5ea205a98724483f90a2a76cf5ac789a_145)-[69](#i0493c836b34148099f2bc7e3ab149b70_12-1-1-2-577759)  – Likely future developments in the business, page  [7](#i5ea205a98724483f90a2a76cf5ac789a_46) | – Research and development activities, pages  [9](#i5ea205a98724483f90a2a76cf5ac789a_52), [20](#i5ea205a98724483f90a2a76cf5ac789a_6768), [34](#i7f920c1b5d7e411a8c4f05a61c7af905_0-0-1-5-665038), [50](#i5ea205a98724483f90a2a76cf5ac789a_106)  – Greenhouse gas (GHG) emissions and energy consumption,  pages  [42](#i91d4e8398e7d4ea8a4c99df7ebbcf12b_0-0-1-5-717710)-[43](#if5426fea747148148babbb0bacc929d6_0-0-1-1-695725)  – Employees, pages [37](#i5ea205a98724483f90a2a76cf5ac789a_124)-[40](#i3ada7bc826a34e96b5399c011b0326f6_2-1-1-1-705595) |  |
|  |  |  |  |

#### Information required to be disclosed under UK Listing Rule 6.6

The UK Listing Authority Listing Rules require the disclosure of certain specified information in the annual financial report of Mondi plc.

The information required under rule 6.6 (1) in relation to interest capitalised and related tax relief can be found on page  [162](#i5ea205a98724483f90a2a76cf5ac789a_349).

The information required under rules 6.6 (11) and (12) in relation to dividend waivers can be found on page [177](#i5ea205a98724483f90a2a76cf5ac789a_403). This information

is incorporated by reference into this Directors’ report.

Besides the above, the information required to be disclosed under rule 6.6 is not applicable to Mondi plc, and therefore no disclosures

have been made in this regard.

#### Employee and stakeholder engagement

Information relating to engagement with employees and other stakeholders, including customers and suppliers, can be found in the

Strategic report on pages [50](#i5ea205a98724483f90a2a76cf5ac789a_106)-[51](#i05073fb76a34451a9cd0140cfbb642ce_2-1-1-1-664575) and in the Corporate governance report on pages [82](#ib8dec9a5cbb84243a7c37e5134aadc05_21942)-[85](#ib8dec9a5cbb84243a7c37e5134aadc05_21944).

#### Share capital

Full details of Mondi’s share capital can be found in note 23 to the financial statements.

#### Substantial interests

As at 31 December 2024, Mondi plc had received notifications from the following parties in the voting rights of Mondi plc. The number

of voting rights and percentage interests shown are as disclosed at the date on which the holding was notified.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Shareholder | Number of voting rights | % 1 |
| Public Investment Corporation Soc Limited | 43,892,394 | 9.94 |
| BlackRock Inc | 34,388,089 | 7.06 |
| Coronation Fund Managers | 31,008,392 | 7.02 |
| Allan Gray Proprietary Limited | 26,512,115 | 6.01 |
| Ninety One UK Ltd | 21,635,121 | 4.90 |
| AXA S.A. | 17,210,471 | 4.69 |
| Standard Life Investments Limited | 16,476,021 | 4.49 |
| Old Mutual plc | 11,978,984 | 3.26 |
| Sanlam Investment Management Proprietary Limited | 10,936,128 | 3.00 |

1Percentage provided was correct at the date of notification. No further notifications have been received under DTR 5 as at the date of this report, except as detailed below.

The following changes in interests have been notified between 1 January 2025 and the date of this report.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Date | Shareholder | Number of voting rights | % |
| 8 January 2025 | Coronation Fund Managers | 30,819,311 | 6.98 |
| 5 February 2025 | Coronation Fund Managers | 30,904,741 | 7.00 |
| 17 February 2025 | Coronation Fund Managers | 30,533,396 | 6.92 |

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#### Additional information for shareholders

The information for shareholders required pursuant to the Companies Act 2006 can be found on pages [219](#i5ea205a98724483f90a2a76cf5ac789a_541)-[220](#i585c9a13ff5349bc877d26a706bf471b_11719) of this report.

#### Political donations

No political donations were made during 2024 or the prior year, and it is Mondi’s policy not to make such donations.

Auditor

Each of the directors of Mondi plc  at the date when this report was approved confirms that:

– so far as each of the directors is aware, there is no relevant audit information of which the Group’s auditor is unaware; and

– each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware

of any relevant audit information and to establish that the Group’s auditor is aware of that information.

PricewaterhouseCoopers LLP (PwC) has indicated its willingness to continue as auditor of Mondi plc. The Board has decided that

a resolution to reappoint PwC will be proposed at the Annual General Meeting scheduled to be held on 8 May 2025.

The reappointment of PwC has the support of the Audit Committee, which will be responsible for determining its audit fee on behalf

of the directors (see page [101](#i5ea205a98724483f90a2a76cf5ac789a_199) for more information).

Note 4 to the financial statements sets out the auditor’s fees, both for audit and non-audit work.

#### Events occurring after

#### 31 December 2024

Aside from the final ordinary dividend proposed for 2024 (see note 10), there have been no material reportable events since

31 December 2024.

#### Annual General Meeting

The Annual General Meeting will be held at 10:30 (UK time) on Thursday 8 May 2025 at Mercedes-Benz World, Brooklands Drive,

Weybridge KT13 0SL, UK. The notice convening the meeting, which is sent separately to shareholders, provides further details including

the business to be considered and explanatory notes for each resolution. The notice is available on the Mondi Group website at:

[www.mondigroup.com](https://www.mondigroup.com/).

This Directors’ report was approved by the Board on 19 February 2025 and is signed on its behalf.

#### Jenny Hampshire

Company Secretary

Mondi plc

Ground Floor, Building 5

The Heights

Brooklands

Weybridge

Surrey

KT13 0NY

Registered No. 6209386

19 February 2025

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#### Financial statements introduction

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|  |  |  |  |  |  | DR3086_dji_0066_postscatter.jpg |
|  | Financial statements | | |  |  |
|  | Directors’ responsibility statement | | [139](#i5ea205a98724483f90a2a76cf5ac789a_289) |  |  |
|  | Independent auditors' report to the  members of Mondi plc | | [140](#i5ea205a98724483f90a2a76cf5ac789a_292) |  |  |
|  | Financial statements | |  |  |  |
|  | Consolidated income statement | | [150](#i5ea205a98724483f90a2a76cf5ac789a_298) |  |  |
|  | Consolidated statement  of comprehensive income | | [151](#i5ea205a98724483f90a2a76cf5ac789a_301) |  |  |
|  | Consolidated statement  of financial position | | [152](#i5ea205a98724483f90a2a76cf5ac789a_304) |  |  |
|  | Consolidated statement  of changes in equity | | [153](#i5ea205a98724483f90a2a76cf5ac789a_307) |  |  |
|  | Consolidated statement  of cash flows | | [154](#i5ea205a98724483f90a2a76cf5ac789a_310) |  |  |
|  |  |  |
|  | Notes to the consolidated financial  statements: | |  |  |  |
|  |  | Note 1 Basis of preparation | [155](#i5ea205a98724483f90a2a76cf5ac789a_316) |  |  |
|  |  | Note 2 Operating segments | [156](#i5ea205a98724483f90a2a76cf5ac789a_319) |  |  |
|  |  | Notes 3–8 Notes to the  consolidated income statement | [160](#i5ea205a98724483f90a2a76cf5ac789a_340) |  |  |
|  |  | Notes 9–10 Per share measures | [165](#i5ea205a98724483f90a2a76cf5ac789a_355) |  |  |  |
|  |  | Notes 11–20 Notes to the  consolidated statement of  financial position | [167](#i5ea205a98724483f90a2a76cf5ac789a_361) |  |  |  |
|  |  | Notes 21–24 Capital management | [174](#i5ea205a98724483f90a2a76cf5ac789a_397) |  |  |
|  |  | Note 25 Retirement benefits | [180](#i5ea205a98724483f90a2a76cf5ac789a_409) |  |  |
|  |  | Notes 26–27 Notes to the  consolidated statement of cash flows | [184](#i5ea205a98724483f90a2a76cf5ac789a_412) |  |  |
|  |  | Notes 28–34 Other disclosures | [187](#i5ea205a98724483f90a2a76cf5ac789a_433) |  |  |
|  |  | Note 35 Accounting policies | [195](#i5ea205a98724483f90a2a76cf5ac789a_478) |  |  |
|  | Mondi plc parent company balance sheet | | [203](#i5ea205a98724483f90a2a76cf5ac789a_484) |  |  |
|  | Mondi plc parent company  statement of changes in equity | | [204](#i5ea205a98724483f90a2a76cf5ac789a_487) |  |  |
|  | Notes to the Mondi plc parent  company financial statements | | [205](#i5ea205a98724483f90a2a76cf5ac789a_493) |  |  |
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#### Directors’ responsibility statement

The directors are responsible for preparing the Integrated report and financial statements  2024  in accordance with applicable law

and regulation.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared

the  Group’s consolidated financial statements in accordance with UK-adopted International Accounting Standards and the  Mondi plc

parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom

Accounting Standards, comprising  FRS 101, 'Reduced Disclosure Framework', and applicable law). In preparing the Group’s consolidated

financial statements, the directors have also elected to comply with  IFRS Accounting Standards as issued by the International Accounting

Standards Board (IFRS Accounting Standards).

Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view

of the state of affairs of the Group and parent company and of the profit or loss of the Group  for that period. In preparing the financial

statements, the directors are required to:

– select suitable accounting policies and then apply them consistently;

– state whether applicable UK-adopted International Accounting Standards and IFRS Accounting Standards have been followed for

the Group’s consolidated financial statements and United Kingdom Accounting Standards, comprising FRS 101, have been followed

for the parent company financial statements, subject to any material departures disclosed and explained in the financial statements;

– make judgements and accounting estimates that are reasonable and prudent; and

– prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and parent company

will continue in business.

The directors are also responsible for safeguarding the assets of the Group and parent company and hence for taking reasonable steps

for the prevention and detection of fraud and other irregularities.

The directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s and

parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and parent company

and enable them to ensure that the financial statements and the Remuneration report comply with the Companies Act 2006.

The directors are responsible for the maintenance and integrity of the Group’s website. Legislation in the United Kingdom governing

the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

#### Directors' confirmations

The directors consider that the Integrated report and financial statements 2024, taken as a whole, is fair, balanced and understandable

and provides the information necessary for shareholders to assess the Group’s and parent company’s position and performance, business

model and strategy.

Each of the directors, whose names and functions are listed in the Governance section of the Integrated report confirm that, to the best

of their knowledge:

– the Group’s consolidated financial statements, which have been prepared in accordance with UK-adopted International Accounting

Standards and IFRS Accounting Standards, give a true and fair view of the assets, liabilities, financial position and profit of the Group;

– the parent company financial statements, which have been prepared in accordance with United Kingdom Accounting Standards,

comprising FRS 101, give a true and fair view of the assets, liabilities and financial position of the Mondi plc parent company; and

– the Strategic report includes a fair review of the development and performance of the business and the position of the Group

and parent company, together with a description of the principal risks and uncertainties that they face.

The Directors’ responsibility statement was approved by the Board on 19 February 2025 and is signed on its behalf by:

#### Andrew King

#### Mike Powell

DirectorDirector

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Independent auditors’ report to the members of

#### Mondi plc

#### Report on the audit of the financial statements

#### Opinion

In our opinion:

– Mondi plc’s group financial statements and parent company financial statements (the “financial statements”) give a true and fair view

of the state of the group’s and of the parent company’s affairs as at 31 December 2024 and of the group’s profit and the group’s cash

flows for the year then ended;

– the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards as

applied in accordance with the provisions of the Companies Act 2006;

– the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted

Accounting Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law);

and

– the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the Integrated report and financial statements 2024 (the “Annual Report”),

which comprise: the consolidated statement of financial position and the Mondi plc parent company balance sheet as at

31 December 2024; the consolidated income statement, the consolidated statement of comprehensive income, the consolidated

statement of cash flows and the consolidated and Mondi plc parent company statements of changes in equity for the year then ended;

and the notes to the financial statements, comprising material accounting policy information and other explanatory information.

Our opinion is consistent with our reporting to the Audit Committee.

#### Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities

under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial

statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled

our other ethical responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not provided.

Other than those disclosed in note 4, we have provided no non-audit services to the parent company or its controlled undertakings

in the period under audit.

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#### Our audit approach

Overview

Audit scope

– We identified twenty nine components (2023: twenty eight) requiring an audit of their complete financial information, where a full

scope audit was performed by the component teams for the purpose of the group audit. These twenty nine components include the

components that are identified as significant due to size and significant due to risk. Group level work was performed at two (2023:

two) of these components, which include treasury operations. An audit of specific financial statement line items was performed at a

further eight components (2023: ten) and group level procedures on selected transactions or balances were performed at three

components (2023: four).

– In aggregate, the locations subject to audit procedures represented approximately 77% (2023: 77%) of the group’s revenue.

Key audit matters

– Audit of the fair value of forestry assets (group)

– Valuation of property, plant and equipment (group)

– Impairment indicator assessment of the parent company investment in subsidiaries (parent)

Materiality

– Overall group materiality: €42 million (2023: €35 million) based on approximately 5% of a three-year rolling-average of profit before

tax ("PBT") adjusted for special items (2023: based on approximately 5% of PBT from continuing operations adjusted for special items).

– Overall parent company materiality: €48 million (2023: €47 million) based on approximately 1% of total assets.

– Performance materiality: €31 million (2023: €26 million) (group) and €36 million (2023: €35 million) (parent company).

The scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.

Key audit matters

Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial

statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud)

identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the

audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures

thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we

do not provide a separate opinion on these matters.

This is not a complete list of all risks identified by our audit.

Divestment of Russian operations (group), and application of hyperinflation accounting related to subsidiaries in Türkiye (group),

which were key audit matters last year, are no longer included because of the following reasons:

– The completion of the disposal transaction of the group’s Russian operations in the prior year resulted in a decreased audit risk in the

current year; and.

– The audit risk relating to the calculation of hyperinflation adjustments has been reduced as IAS 29 accounting has been applied by the

group for the third year, with no further changes in the associated accounting process in the current year, following the successful

automation of certain areas in the prior year.

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Independent auditors’ report to the members of

#### Mondi plc



#### continued

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| Audit of the fair value of forestry assets (group) |  |
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| The group’s forestry assets are held at fair value and are material,  amounting to €503 million as at 31 December 2024 (2023:  €519 million). The determination of the fair value is dependent  upon various assumptions that are subject to significant  estimation. The most significant assumptions included in the  valuation model relate to the determination of the estimated net  selling prices to be applied to the forestry assets, the conversion  factor used to convert hectares of land under afforestation to  tonnes of standing timber and the risk premium applied to  immature and mature timber, alongside any manual adjustments  that are made outside the underlying model – leading to a fair  value gain or loss that could also be material. The fair value gain in  the year ended 31 December 2024, which is recorded in the  consolidated income statement, is €7 million (2023: €128 million).  Given the estimation inherent in the determination of fair value  and sensitivity of the fair value gain to fluctuations in the inputs,  resulting in volatility of the fair value year-on-year, this was  determined to be a key audit matter. Refer to notes 15 and 35,  and the Audit Committee’s views set out on page 103. | We evaluated the group’s valuation model used for calculating  the fair value of the forestry assets against the criteria in IAS 41,  ‘Agriculture’ and IFRS 13, ‘Fair Value Measurement’. In assessing  the valuation of the forestry assets, our procedures primarily  consisted of substantive tests of detail, where we assessed  the appropriateness of the inputs and the assumptions used  in the valuation model taking into account supporting evidence  (where available), and analytical procedures.  We compared the inputs and assumptions in the 31 December  2023 valuation with the 31 December 2024 valuation to identify,  and subsequently investigate, any unexpected variances.  Our analytical procedures also focused on comparisons of  the assumptions and inputs with industry averages. In addition,  we performed procedures over the mathematical accuracy of  the valuation model.  We compared the estimated net selling prices used in the model  with third party evidence and the inputs used in the conversion  factor to convert hectares of land under afforestation to  tonnes of standing timber with historical evidence, as well as  benchmarking the conversion factor against industry data.  Forestry assets were physically verified on a sample basis  including using satellite imaging. We also assessed the risk  premium applied in the valuation model to immature and mature  timber by comparing the factors taken into account in the risk  adjustment with historical experience, industry data and other  evidence. We evaluated whether the climate change risks relevant  to the valuation of the forestry assets were appropriately included  within the model, by comparison with historical data and the  climate risk assessments performed by group management.  Adjustments outside the underlying model have been tested  through challenging assumptions made by management,  independently reperforming the calculations and obtaining  supporting evidence, on a sample basis.  We evaluated the director’s assessment of the sensitivity of  the valuation to reasonably possible changes in assumptions  and we considered the appropriateness of the related disclosures  in note 15 and note 35 to the financial statements. Based on  the procedures performed, we considered the fair value of  forestry assets reported to be reasonable. |

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| Valuation of property, plant and equipment (group) |  |
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| The group has property, plant and equipment (“PPE”) of  €5,160 million (2023: €4,619 million). Management has assessed  whether indicators of impairment or impairment reversal existed  in relation to PPE as at 31 December 2024, performed at the  cash generating unit (“CGU”) level, being the lowest level at which  largely independent cash inflows are generated. There is  judgement involved in the determination of appropriate CGUs,  the assessment of whether an indicator of impairment or  impairment reversal exists for a specific CGU and the estimation  of the recoverable amount of the relevant CGU in order to  assess whether an impairment exists.  The determination of recoverable amount, being the higher of  value in use ("VIU") and fair value less costs to dispose ("FVLCD")  reflects management’s consideration of key internal inputs and  external market conditions, such as future paper prices, customer  demand and forecast growth rates, which all impact future cash  flows, and the determination of the most appropriate discount  rate. Given the inherent judgement required and the quantum of  the PPE balances for certain CGUs with impairment indicators, we  considered it to be a key audit matter. Refer to notes 11 and 35  of the group financial statements, and the Audit Committee’s  views set out on page 103. | We satisfied ourselves as to the appropriateness of the  judgement related to the level at which impairment of these  assets is assessed, being the lowest level at which largely  independent cash inflows can be identified (the “CGU”).  We evaluated management’s assessment of impairment and  impairment reversal indicators by comparing actual performance  with the budget and considering other internal and external  factors, including those set out in IAS 36 ‘Impairment of Assets’.  In relation to the CGUs where impairment indicators were  identified, we challenged the basis for management’s estimates of  future cash flows with reference to historical trading performance,  working capital assumptions, market expectations and future  climate change considerations. We also checked the mathematical  accuracy of management’s valuation models and agreed them to  the Board approved budgets. We compared the prior year budget  and actual figures and challenged management on any significant  variation to assess their historical forecasting accuracy. We used  our internal valuation experts to independently recalculate the  discount rates and evaluate the long-term growth assumptions  applied by management and where relevant, we engaged our  local internal valuation experts to obtain insights into the local  market for a number of the key inputs when assessing the  reasonableness of management’s discount rates and growth rates.  Where management had obtained independent, third party  valuations to determine the fair value less costs to dispose of  individual assets of specific CGUs, we assessed the external  valuation reports and the competence, capabilities and objectivity  of these experts.  We considered the appropriateness of the disclosures in note 11  to the financial statements. Based on the procedures performed,  we considered the valuation of PPE reported to be reasonable. |
| Impairment indicator assessment of the parent company investment in subsidiaries (parent) | |
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| The investment in Mondi South Africa (Pty) Limited held by  Mondi plc at 31 December 2024 amounts to €666 million  (2023: €666 million), with an accumulated impairment of  €117 million. No further impairment charges have been  recorded in the year as there was no impairment trigger  identified. The assessment of whether there is an indicator  of impairment or of an impairment reversal requires judgement  in relation to the internal and external factors considered.  No indicator of impairment or impairment reversal was identified  based on consideration of the qualitative and quantitative factors  outlined in IAS 36 ‘Impairment of Assets’. Given the inherent  judgement required and the quantum of the balances in the  parent company’s balance sheet, this matter was determined  to be a key audit matter. Refer to notes 1 and 6 of the parent  company financial statements. | We considered the adequacy and completeness of management’s  impairment and impairment reversal indicator analysis as at  31 December 2024 by assessing it against the requirements  of IAS 36 ‘Impairment of Assets’. We also validated the accuracy  of the data supporting the trigger assessment. We considered  the appropriateness of the disclosures in the parent company  financial statements. Based on the procedures performed, we  considered the carrying value of the investment in subsidiaries to  be reasonable. |
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How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements

as a whole, taking into account the structure of the group and the parent company, the accounting processes and controls, and the

industry in which they operate.

In establishing the overall approach to the group audit, we determined the type of work that needed to be performed at components

by us, as the group engagement team, or component auditors operating under our instruction.

Our audit included full scope audits of twenty nine components (2023: twenty eight). Out of these, we identified two components as

significant due to size and four components as significant due to risk. We obtained full scope audit reporting for these twenty nine

components. Together, these components were in ten countries (2023: ten), representing the group’s principal businesses, and

accounted for 64% (2023: 62%) of the group’s revenue from continuing operations. The group engagement team performed work at two

of these components, with component auditors operating under our instruction performing the work on the other full scope components.

An audit of specific financial statement line items was performed at a further eight (2023: ten) components, with the component

auditors operating under our instruction. In addition, the group engagement team performed specified procedures at three components

(2023: four) related to transactions or balances. In aggregate, the locations subject to audit procedures represented approximately 77%

(2023: 77%) of the group’s revenue from continuing operations.

The components included within the scope of our audit were determined based on the individual component's contribution to the

group’s key financial statement line items (in particular revenue and profit before tax adjusted for special items) and relative contribution

to risks identified at group level.

Where work was performed by component auditors, we determined the level of involvement we needed to have in the audit work at

components to be able to conclude on whether sufficient appropriate audit evidence had been obtained as a basis for our opinion on

the group financial statements as a whole.

We issued formal written instructions to all component auditors setting out the audit work to be performed by each of them and

maintained regular communication with them throughout the audit cycle. These interactions included attending certain component

audit clearance meetings, in person or by video conferencing, as well as reviewing and assessing any matters reported. We also held

an in-person and a virtual planning meeting with the component auditors ahead of the year-end audit to agree on effective working

arrangements and key areas of audit focus.

Senior members of the group engagement team visited component teams in Austria, Poland, Slovakia, South Africa and Türkiye.

These visits included meetings with local management and with the component auditors, and typically involved operating site tours.

In addition to these on-site visits, we maintained regular virtual communication with the component teams, and as part of our

oversight procedures, we reviewed selected audit working papers for these components.

For non-full scope components which were not considered inconsequential components, we performed targeted risk assessment

procedures.

Audit procedures were performed centrally at the group level in relation to various balances and activities accounted for centrally,

including consolidation adjustments, impairment of goodwill, impairment of property, plant and equipment, taxation, and non-recurring

matters classified as special items. We also supported the work of certain component teams through centralised procedures over

taxation matters, IT systems and impairment.

Our audit of the parent company financial statements was undertaken by the group audit team and included substantive audit

procedures over all material balances and transactions.

The impact of climate risk on our audit

In planning our work, including identifying areas of audit risk and determining an appropriate response, we were mindful of the increased

focus on the impact of climate change risk on companies and their financial reporting, and also that the group has identified climate

change as a principal risk. Climate change risk is expected to have a significant impact on the group’s business as the operations and

strategy of the group evolve to address the potential physical and transition risks that could arise and the opportunities associated

with climate change. Climate change initiatives and commitments impact the group in a variety of ways, as described within the

Integrated Report.

The Board has made commitments to achieve Net-Zero GHG emissions reduction targets by 2050. As part of our audit we made

enquiries of management to understand the process management adopted to assess the extent of the potential impact of climate

change risk on the group’s financial statements, including considering the Mondi Action Plan 2030 (“MAP2030”) science-based targets

as detailed within the Integrated Report.

We challenged the completeness of management’s climate risk assessment by reading external reporting made by management,

including the Sustainable Development Report and Carbon Disclosure Project ("CDP") submissions, and making management aware of

any apparent internal inconsistencies there may be in its climate reporting by reviewing management’s underlying workings and support.

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We also considered the key financial statement line items and estimates that are most likely to be impacted by climate risks, as set out

in note 1 of the group financial statements. Given that the impact of climate change on the group is likely, principally, to crystallise in

the medium to long-term, we concluded that the risks of material misstatement in the financial statements associated with climate

change related primarily to the valuation of forestry assets and estimates of future cash flows, which are used, for example, when testing

assets for impairment. Management considers that the impact of climate change currently does not give rise to a material financial

statement impact.

We also considered the consistency of the disclosures in relation to climate change (including the disclosures in relation to the

Task Force on Climate-related Financial Disclosures ("TCFD") made in the other information within the Integrated Report with the

financial statements and our knowledge from our audit. This included:

– Understanding which models management has used in the TCFD scenario analysis and considering whether the assumptions in the

models are consistent with the assumptions used in the financial statements; and

– Challenging the consistency of the disclosures given in the narrative reporting within the other information with the impact disclosed

within the financial statements.

Where applicable, our audit response to climate change risk is included in relevant key audit matters above. Our procedures did not

identify any material impact in the context of our audit of the financial statements as a whole, or our key audit matters for the year ended

31 December 2024.

Materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These,

together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit

procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually

and in aggregate on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

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| Overall materiality | €42 million (2023: €35 million). | €48 million (2023: €47 million). |
| How we  determined it | approximately 5% of a three-year rolling-average of PBT  adjusted for special items (2023: based on approximately  5% of PBT from continuing operations adjusted for  special items) | approximately 1% of total assets |
| Rationale for  benchmark applied | For overall group materiality, we chose an adjusted PBT  from continuing operations based on a three-year  rolling-average as the benchmark. The materiality  benchmark has been changed from an annual measure  in the prior year to a three-year rolling-average of  adjusted profit before tax. This is to reflect the cyclical  nature of the markets in which the group operates. The  adjusted profit before tax measure removes the impact  of significant items which do not recur from year to year  or otherwise significantly affect the underlying trend  of performance from continuing operations. This is  the metric against which the performance of the  group is most commonly assessed by management  and reported to members. We chose 5% as this is  consistent with the quantitative materiality threshold  typically used for other profit-oriented companies. | For overall Mondi plc parent company materiality,  we determined the materiality based on total assets,  which is more appropriate than a performance-related  measure as the parent company is an investment  holding company for the Group. Using professional  judgement, we have determined materiality for this year  at €48 million (2023: €47 million), which equates to  approximately 1% of the current year’s total assets. |

For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality. The range

of materiality allocated across components was €2 million to €33 million.

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and

undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit

and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample

sizes. Our performance materiality was 75% (2023: 75%) of overall materiality, amounting to €31 million (2023: €26 million) for the group

financial statements and €36 million (2023: €35 million) for the parent company financial statements.

In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment and

aggregation risk and the effectiveness of controls – and concluded that an amount at the middle of our normal range was appropriate.

We agreed with the Audit Committee that we would report to them misstatements identified during our audit above €3.5 million

(group audit) (2023: €3 million) and €3.5 million (parent company audit) (2023: €3 million) as well as misstatements below those

amounts that, in our view, warranted reporting for qualitative reasons.

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#### Conclusions relating to going conce

rn

Our evaluation of the directors’ assessment of the group's and the parent company’s ability to continue to adopt the going concern basis

of accounting included:

– We assessed management’s going concern cash flow projections, agreeing them to the latest Board approved forecasts;

– We evaluated management’s future cash flows with reference to historical forecasting accuracy, historical trading performance, market

expectations from industry or economic reports and management's capital investment plans;

– We tested the available committed debt facilities, including checking that the key terms were applied appropriately in the going

concern assessment in relation to the maturity dates of available committed debt facilities and we have satisfied ourselves that the

refinancing of the maturing debt is appropriate to include in the base case scenario. We also checked that there are no financial

covenants in these facilities;

– We considered the potential downside sensitivities that management had applied and considered their likelihood and further

challenged management on the modelling of a more severe scenario and the associated impact on committed liquidity;

– We assessed management’s reverse stress test and considered the likelihood of events arising that could erode liquidity within the

forecast period;

– We assessed the performance of the group since year end and compared it with the Board approved cash flow forecast;

– We read the basis of preparation note to the financial statements and validated that it accurately described management’s going

concern considerations; and

– We reviewed management’s draft disclosures to ensure the different scenarios modelled in the going concern assessment were

appropriately and clearly described.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually

or collectively, may cast significant doubt on the group's and the parent company’s ability to continue as a going concern for a period

of at least twelve months from when the financial statements are authorised for issue.

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the

preparation of the financial statements is appropriate.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the group's and the

parent company's ability to continue as a going concern.

In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or

draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it appropriate

to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of

this report.

#### Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report

thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other

information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report,

any form of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider

whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise

appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform

procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other

information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information,

we are required to report that fact. We have nothing to report based on these responsibilities.

With respect to the Strategic report and Directors' report, we also considered whether the disclosures required by the UK Companies

Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and

matters as described below.

Strategic report and Directors’ report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors'

report for the year ended 31 December 2024 is consistent with the financial statements and has been prepared in accordance with

applicable legal requirements.

In light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit,

we did not identify any material misstatements in the Strategic report and Directors' report.

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Directors’ Remuneration

In our opinion, the part of the Remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.

#### Corporate governance statement

The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability and that part of the

corporate governance statement relating to the parent company’s compliance with the provisions of the UK Corporate Governance

Code specified for our review. Our additional responsibilities with respect to the corporate governance statement as other information

are described in the Reporting on other information section of this report.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance

statement, included within the Strategic report and the Corporate governance report is materially consistent with the financial statements

and our knowledge obtained during the audit, and we have nothing material to add or draw attention to in relation to:

– The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;

– The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks and

an explanation of how these are being managed or mitigated;

– The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern basis

of accounting in preparing them, and their identification of any material uncertainties to the group’s and parent company’s ability

to continue to do so over a period of at least twelve months from the date of approval of the financial statements;

– The directors’ explanation as to their assessment of the group's and parent company’s prospects, the period this assessment covers

and why the period is appropriate; and

– The directors’ statement as to whether they have a reasonable expectation that the parent company will be able to continue in

operation and meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention

to any necessary qualifications or assumptions.

Our review of the directors’ statement regarding the longer-term viability of the group and parent company was substantially less in

scope than an audit and only consisted of making inquiries and considering the directors’ process supporting their statement; checking

that the statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the

statement is consistent with the financial statements and our knowledge and understanding of the group and parent company and their

environment obtained in the course of the audit.

In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate

governance statement is materially consistent with the financial statements and our knowledge obtained during the audit:

– The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and provides

the information necessary for the members to assess the group’s and parent company's position, performance, business model

and strategy;

– The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems; and

– The section of the Annual Report describing the work of the Audit Committee.

We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the parent company’s

compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified under the Listing Rules

for review by the auditors.

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#### Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements

As explained more fully in the Directors' responsibility statement, the directors are responsible for the preparation of the financial

statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also

responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company’s ability to continue

as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the

directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a

high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,

they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our

responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which

our procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations

related to breaches of environmental regulations, and we considered the extent to which non-compliance might have a material effect on

the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the

Listing Rules of the UK Financial Conduct Authority, the Companies Act 2006 and relevant tax legislation. We evaluated management’s

incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and

determined that the principal risks were related to posting inappropriate journal entries to increase revenue and management bias in

accounting estimates and judgements. The group engagement team shared this risk assessment with the component auditors so that

they could include appropriate audit procedures in response to such risks in their work. Audit procedures performed by the group

engagement team and/or component auditors included:

– Made enquiries with management, Internal Audit and the group’s internal legal counsel, including consideration of potential instances of

non-compliance with laws and regulation and fraud;

– Assessing matters reported through the group’s whistleblowing helpline and the results of management’s investigation of such matters;

– Testing controls in relation to IT systems within the group, in part to identify whether opportunities exist to carry out fraud through

inappropriate access to systems and data;

– Testing a sample of journal entries posted to revenue based on specific risk criteria; and

– Challenging assumptions and judgements made by management in its significant accounting estimates or judgements as a whole and

assessing whether there has been any management bias in aggregate.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance

with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not

detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve

deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques.

However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek

to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to

draw a conclusion about the population from which the sample is selected.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/

auditorsresponsibilities. This description forms part of our auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and only for the parent company’s members as a body in accordance with

Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume

responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where

expressly agreed by our prior consent in writing.

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#### Other required reporting

#### Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

– we have not obtained all the information and explanations we require for our audit; or

– adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received

from branches not visited by us; or

– certain disclosures of directors’ remuneration specified by law are not made; or

– the parent company financial statements and the part of the Remuneration report to be audited are not in agreement with the

accounting records and returns.

We have no exceptions to report arising from this responsibility.

#### Appointment

Following the recommendation of the Audit Committee, we were appointed by the members on 11 May 2017 to audit the financial

statements for the year ended 31 December 2017 and subsequent financial periods. The period of total uninterrupted engagement is

eight years, covering the years ended 31 December 2017 to 31 December 2024.

#### Other matter

The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these financial

statements in an annual financial report prepared under the structured digital format required by DTR 4.1.15R – 4.1.18R and filed on the

National Storage Mechanism of the Financial Conduct Authority. This auditors’ report provides no assurance over whether the structured

digital format annual financial report has been prepared in accordance with those requirements.

#### Andrew Hammond

(Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

London

19 February 2025

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#### Consolidated income statement

#### for the year ended

#### 31 December 2024

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | 2024 | | | 2023 | | |
| € million | Notes | Underlying | Special items  (note 3) | Total | Underlying | Special items  (note 3) | Total |
| From continuing operations |  |  |  |  |  |  |  |
| Group revenue | 2 | 7,416 | — | 7,416 | 7,330 | — | 7,330 |
| Materials, energy and consumables used |  | (3,696) | — | (3,696) | (3,971) | — | (3,971) |
| Variable selling expenses |  | (645) | — | (645) | (618) | — | (618) |
| Gross margin |  | 3,075 | — | 3,075 | 2,741 | — | 2,741 |
| Maintenance and other indirect expenses |  | (425) | — | (425) | (374) | — | (374) |
| Personnel costs | 5 | (1,228) | (18) | (1,246) | (1,087) | (9) | (1,096) |
| Other net operating expenses |  | (373) | (58) | (431) | (79) | (14) | (93) |
| EBITDA | 2 | 1,049 | (76) | 973 | 1,201 | (23) | 1,178 |
| Depreciation, amortisation and impairments |  | (443) | (74) | (517) | (411) | (4) | (415) |
| Operating profit | 2 | 606 | (150) | 456 | 790 | (27) | 763 |
| Net loss from joint ventures | 16 | (3) | — | (3) | (5) | — | (5) |
| Impairment of investments in joint ventures | 16 | — | — | — | (5) | — | (5) |
| Net finance costs | 6 | (70) | — | (70) | (73) | — | (73) |
| Investment income | 6 | 30 | — | 30 | 45 | — | 45 |
| Foreign currency (losses)/gains | 6 | (3) | — | (3) | 1 | — | 1 |
| Finance costs | 6 | (97) | — | (97) | (119) | — | (119) |
| Net monetary (loss)/gain arising from  hyperinflationary economies | 7 | (5) | — | (5) | 2 | — | 2 |
| Profit before tax |  | 528 | (150) | 378 | 709 | (27) | 682 |
| Tax (charge)/credit | 8a | (117) | 1 | (116) | (167) | 6 | (161) |
| Profit from continuing operations |  | 411 | (149) | 262 | 542 | (21) | 521 |
| From discontinued operations |  |  |  |  |  |  |  |
| Loss from discontinued operations | 28 |  |  | — |  |  | (655) |
| Profit/(loss) for the year |  |  |  | 262 |  |  | (134) |
| Attributable to: |  |  |  |  |  |  |  |
| Non-controlling interests | 33 |  |  | 44 |  |  | 19 |
| Shareholders |  |  |  | 218 |  |  | (153) |
|  |  |  |  |  |  |  |  |
| Earnings per share (EPS) attributable to  shareholders1 |  |  |  |  |  |  |  |
| euro cents |  |  |  |  |  |  |  |
| From continuing operations |  |  | | |  | | |
| Basic EPS | 9 | 49.1 | | | 103.5 | | |
| Diluted EPS | 9 | 49.1 | | | 103.5 | | |
| Basic underlying EPS | 9 | 82.7 | | | 107.8 | | |
| Diluted underlying EPS | 9 | 82.6 | | | 107.8 | | |
| From continuing and discontinued operations |  |  | | |  | | |
| Basic EPS | 9 | 49.1 | | | (31.5) | | |
| Diluted EPS | 9 | 49.1 | | | (31.5) | | |

Note:

1 On 13 February 2024, the Group returned the net proceeds from the sale of the Group’s Russian assets to its shareholders by way of a special dividend. In addition, in

order to maintain the comparability, so far as possible, of Mondi plc’s share price before and after the special dividend, the special dividend was accompanied by a share

consolidation, which took effect on 29 January 2024, resulting in shareholders receiving 10 new ordinary shares for every 11 existing ordinary shares. Further details are

provided in notes 9, 10 and 23.

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#### Consolidated statement of comprehensive income

#### for the year ended

#### 31 December 2024

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 2024 | | | 2023 | | |
| € million | Before tax  amount | Tax  credit | Net of tax  amount | Before tax  amount | Tax  credit | Net of tax  amount |
| Profit/(loss) for the year |  |  | 262 |  |  | (134) |
| Items that may subsequently be or have been reclassified to the  consolidated income statement |  |  |  |  |  |  |
| Fair value losses arising from cash flow hedges of continuing operations | (2) | 1 | (1) | — | — | — |
| Exchange differences on translation of continuing non-euro operations | 75 | — | 75 | (70) | — | (70) |
| Exchange differences on translation of discontinued non-euro  operations (see note 28) | — | — | — | (227) | — | (227) |
| Reclassification of foreign currency translation reserve to the  consolidated income statement on disposal of businesses of  discontinued operations (see note 28) | — | — | — | 633 | — | 633 |
| Items that will not subsequently be reclassified to the consolidated  income statement |  |  |  |  |  |  |
| Remeasurements of retirement benefits plans of continuing operations: | (2) | — | (2) | (23) | 7 | (16) |
| Return on plan assets | (5) |  |  | (3) |  |  |
| Actuarial gains arising from changes in demographic assumptions | — |  |  | 1 |  |  |
| Actuarial gains/(losses) arising from changes in financial assumptions | 7 |  |  | (4) |  |  |
| Actuarial losses arising from experience adjustments | (4) |  |  | (17) |  |  |
|  |  |  |  |  |  |  |
| Other comprehensive income for the year | 71 | 1 | 72 | 313 | 7 | 320 |
| Other comprehensive income/(expense) attributable to: |  |  |  |  |  |  |
| Non-controlling interests |  |  | 11 |  |  | (3) |
| Shareholders |  |  | 61 |  |  | 323 |
| Total comprehensive income attributable to: |  |  |  |  |  |  |
| Non-controlling interests |  |  | 55 |  |  | 16 |
| Shareholders |  |  | 279 |  |  | 170 |
|  |  |  |  |  |  |  |
| Total comprehensive income/(expense) attributable to shareholders  arises from: |  |  |  |  |  |  |
| Continuing operations |  |  | 279 |  |  | 419 |
| Discontinued operations |  |  | — |  |  | (249) |
|  |  |  |  |  |  |  |
| Total comprehensive income for the year |  |  | 334 |  |  | 186 |

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#### Consolidated statement of financial position

as at

#### 31 December 2024

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| € million | Notes | 2024 | 2023 |
| Property, plant and equipment | 11 | 5,160 | 4,619 |
| Goodwill | 13 | 767 | 765 |
| Intangible assets | 14 | 70 | 68 |
| Forestry assets | 15 | 503 | 519 |
| Investments in joint ventures | 16 | 5 | 8 |
| Financial instruments |  | 29 | 28 |
| Deferred tax assets | 8b | 22 | 24 |
| Net retirement benefits asset | 25 | 3 | 5 |
| Other non-current assets |  | 3 | 5 |
| Total non-current assets |  | 6,562 | 6,041 |
| Inventories | 17 | 1,194 | 1,049 |
| Trade and other receivables | 18 | 1,275 | 1,254 |
| Current tax assets |  | 22 | 14 |
| Financial instruments |  | 10 | 14 |
| Cash and cash equivalents | 27b | 278 | 1,592 |
| Total current assets |  | 2,779 | 3,923 |
| Total assets |  | 9,341 | 9,964 |
|  |  |  |  |
| Short-term borrowings | 22 | (63) | (559) |
| Trade and other payables | 19 | (1,281) | (1,219) |
| Current tax liabilities |  | (67) | (78) |
| Provisions | 20 | (65) | (21) |
| Financial instruments |  | (9) | (4) |
| Total current liabilities |  | (1,485) | (1,881) |
| Medium- and long-term borrowings | 22 | (1,952) | (1,460) |
| Net retirement benefits liability | 25 | (161) | (159) |
| Deferred tax liabilities | 8b | (342) | (322) |
| Provisions | 20 | (32) | (27) |
| Other non-current liabilities |  | (19) | (19) |
| Total non-current liabilities |  | (2,506) | (1,987) |
| Total liabilities |  | (3,991) | (3,868) |
|  |  |  |  |
| Net assets |  | 5,350 | 6,096 |
|  |  |  |  |
| Equity |  |  |  |
| Share capital | 23 | 97 | 97 |
| Own shares | 23 | (20) | (17) |
| Retained earnings |  | 4,582 | 5,434 |
| Other reserves | 23 | 198 | 141 |
| Total attributable to shareholders |  | 4,857 | 5,655 |
| Non-controlling interests in equity | 33 | 493 | 441 |
| Total equity |  | 5,350 | 6,096 |

The  Group’s  consolidated  financial statements on pages  [150](#i5ea205a98724483f90a2a76cf5ac789a_298)-[202](#ifed6a97314ac4341bb9aa46b46a964c4_71674) were authorised for issue by the  Board on 19 February 2025  and were

signed on its behalf by:

#### Andrew King

#### Mike Powell

Director Director

Mondi plc  company registered number:  6209386

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#### Consolidated statement of changes in equity

#### for the year ended

#### 31 December 2024

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| € million | Share  capital | Own shares | Retained  earnings | Other  reserves | Equity  attributable to  shareholders | Non-  controlling  interests | Total  equity |
| At 1 January 2023 | 97 | (16) | 5,895 | (182) | 5,794 | 460 | 6,254 |
| Total comprehensive income/(expense) for the  year: | — | — | (153) | 323 | 170 | 16 | 186 |
| (Loss)/profit for the year | — | — | (153) | — | (153) | 19 | (134) |
| Other comprehensive income/(expense) | — | — | — | 323 | 323 | (3) | 320 |
| Hyperinflation monetary adjustment | — | — | 16 | (2) | 14 | 1 | 15 |
| Transactions with shareholders in their capacity  as shareholders |  |  |  |  |  |  |  |
| Dividends | — | — | (345) | — | (345) | (7) | (352) |
| Purchases of own shares | — | (8) | — | — | (8) | — | (8) |
| Distribution of own shares | — | 7 | (7) | — | — | — | — |
| Mondi share schemes’ charge | — | — | — | 9 | 9 | — | 9 |
| Issue of shares under employee share schemes | — | — | 7 | (7) | — | — | — |
| Non-controlling interests bought out | — | — | 21 | — | 21 | (29) | (8) |
| At 31 December 2023 | 97 | (17) | 5,434 | 141 | 5,655 | 441 | 6,096 |
| Total comprehensive income for the year: | — | — | 218 | 61 | 279 | 55 | 334 |
| Profit for the year | — | — | 218 | — | 218 | 44 | 262 |
| Other comprehensive income | — | — | — | 61 | 61 | 11 | 72 |
| Hyperinflation monetary adjustment (see note 7) | — | — | 11 | (4) | 7 | — | 7 |
| Transactions with shareholders in their capacity  as shareholders |  |  |  |  |  |  |  |
| Dividends (see note 10) | — | — | (1,081) | — | (1,081) | (6) | (1,087) |
| Purchases of own shares | — | (12) | — | — | (12) | — | (12) |
| Distribution of own shares | — | 9 | (9) | — | — | — | — |
| Mondi share schemes’ charge (see note 24) | — | — | — | 9 | 9 | — | 9 |
| Issue of shares under employee share schemes | — | — | 9 | (9) | — | — | — |
| Injection from non-controlling interests | — | — | — | — | — | 3 | 3 |
| At 31 December 2024 | 97 | (20) | 4,582 | 198 | 4,857 | 493 | 5,350 |

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#### Consolidated statement of cash flows

#### for the year ended

#### 31 December 2024

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| € million | Notes | 2024 | 2023 |
| Cash flows from operating activities |  |  |  |
| Cash generated from continuing operations | 27a | 970 | 1,312 |
| Dividends received from other investments |  | 1 | 2 |
| Income tax paid |  | (120) | (178) |
| Net cash generated from operating activities of discontinued operations | 28 | — | 223 |
| Net cash generated from operating activities |  | 851 | 1,359 |
|  |  |  |  |
| Cash flows from investing activities |  |  |  |
| Investment in property, plant and equipment | 2 | (933) | (830) |
| Investment in intangible assets | 14 | (13) | (16) |
| Investment in forestry assets | 15 | (48) | (48) |
| Proceeds from the disposal of property, plant and equipment |  | 17 | 25 |
| Proceeds from the disposal of financial asset investments |  | — | 2 |
| Acquisition of businesses, net of cash and cash equivalents | 26 | (6) | (37) |
| Loans advanced to related and external parties |  | — | (1) |
| Interest received |  | 32 | 38 |
| Other investing activities |  | 15 | 17 |
| Net cash generated from investing activities of discontinued operations | 28 | — | 368 |
| Net cash used in investing activities |  | (936) | (482) |
|  |  |  |  |
| Cash flows from financing activities |  |  |  |
| Proceeds from issue of Eurobonds | 27c | 496 | — |
| Repayment of Eurobonds | 27c | (500) | — |
| Proceeds from medium- and long-term borrowings | 27c | 215 | — |
| Repayment of medium- and long-term borrowings | 27c | (215) | — |
| Proceeds from short-term borrowings | 27c | 9 | 16 |
| Repayment of short-term borrowings | 27c | (18) | (33) |
| Repayment of lease liabilities | 27c | (26) | (22) |
| Interest paid | 27c | (44) | (50) |
| Dividends paid to shareholders | 10 | (1,081) | (345) |
| Dividends paid to non-controlling interests |  | (6) | (7) |
| Purchases of own shares |  | (12) | (8) |
| Injection from non-controlling interests |  | 3 | — |
| Non-controlling interests bought out |  | — | (8) |
| Net cash outflow from debt-related derivative financial instruments | 27c | (47) | (77) |
| Net cash used in financing activities of discontinued operations | 28 | — | (7) |
| Net cash used in financing activities |  | (1,226) | (541) |
|  |  |  |  |
| Net (decrease)/increase in cash and cash equivalents |  | (1,311) | 336 |
|  |  |  |  |
| Cash and cash equivalents at beginning of year |  | 1,592 | 1,381 |
| Cash movement in the year | 27c | (1,311) | 336 |
| Effects of changes in foreign exchange rates | 27c | (12) | (125) |
| Cash and cash equivalents at end of year | 27b | 269 | 1,592 |

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#### Notes to the consolidated financial statements

for the

#### year ended 31 December 2024

#### 1 Basis of preparation

These consolidated  financial statements as at and for the  year ended 31 December 2024  comprise  Mondi plc and its subsidiaries

(referred to as 'the  Group'), and the Group’s  share of the results and net assets of its associates and joint ventures.

The  Group’s  consolidated  financial statements have been prepared in accordance with UK-adopted International Accounting Standards

and with the requirements of the  Companies Act 2006 as applicable to companies reporting under those standards. The material

accounting policies adopted are set out in note  35 and were applied consistently throughout the year and preceding year.

The Group also applies IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB), and there are no

differences with applying IFRS Accounting Standards  adopted for use in the UK which may significantly or materially affect the Group’s

accounting policies.

The  consolidated financial statements have been prepared on a going concern basis. The directors have reviewed the Group’s budget and

considered the assumptions contained in the budget, including consideration of the principal risks which may impact the Group’s performance in

the 18 months following the balance sheet date and considerations of the period immediately thereafter. The Group has a strong balance sheet.

At 31 December 2024, the Group had a liquidity position of €1,028 million, comprising €750 million of undrawn committed debt facilities

and cash and cash equivalents of €278 million available. As the Group’s debt facilities and loan agreements contain no financial

covenants, in performing its going concern assessment the directors have focused on liquidity. The assessment of going concern is

further described in the Strategic report under the heading Going concern on page [71](#i3069b69a47d24f6a8f38f358e445da71_11668), which is incorporated by reference into these

financial statements. Based on this evaluation, the  Board considered it appropriate to prepare the consolidated financial statements

on the going concern basis.

The consolidated financial statements have been prepared under the historical cost basis of accounting, as modified by forestry assets,

pension assets, certain financial assets and financial liabilities held at fair value through profit and loss, assets acquired and liabilities

assumed in a business combination and accounting in hyperinflationary economies.

The Group  presents certain measures of financial performance, position or cash flows that are not defined or specified according to IFRS

Accounting Standards and UK-adopted International Accounting Standards. These measures, referred to as Alternative Performance

Measures (APMs), are defined on pages [216](#i6a9112525a204fa284b113ff4d55c3ae_1467)-[218](#iae70ff6754a94d0b806b3f87f5daf61b_95-0-1-1-577759).

#### Critical accounting judgements and significant accounting estimates

The preparation of the Group’s consolidated financial statements requires the use of accounting estimates which, by definition, may differ

from actual results. The estimates are based on management’s best information available about current circumstances and future events.

The critical accounting judgements and significant accounting estimates with a significant risk of a material change to the carrying value

of assets and liabilities within the next year in terms of IAS 1, 'Presentation of Financial Statements', are:

Significant accounting estimates

– Fair value of forestry assets – refer to note  15

– Actuarial valuations of retirement benefit obligations – refer to note 25

Other areas of judgement and accounting estimates

The consolidated financial statements include other areas of judgement and accounting estimates. While these areas do not meet the

definition under IAS 1 of significant accounting estimates or critical accounting judgements, the recognition and measurement of certain

material assets and liabilities are based on assumptions and/or are subject to longer-term uncertainties. The other areas of judgement

and accounting estimates include:

– Hyperinflation accounting – refer to notes 7 and 35

– Taxation – refer to notes 8 and 35

– Estimates of future cash flows used in the impairment assessment of goodwill and property, plant and equipment – refer to notes 11,

13 and 35

– Residual values and useful economic lives of property, plant and equipment – refer to notes 11 and 35

– Fair value of assets acquired and liabilities assumed in business combinations – refer to notes 26 and 35

#### Climate change

Management has considered the impact of climate change in preparing these consolidated financial statements, in particular in the context

of the disclosures included in the Strategic report, including the Group’s Net-Zero GHG emission reduction targets as detailed in the

Mondi Action Plan 2030 (MAP2030) Taking Action on Climate section on pages [41](#i5ea205a98724483f90a2a76cf5ac789a_127)-[45](#if4a8c733a3574be795d6ce342b93546b_1-1-1-1-577759). These considerations, which are integral to

the Group’s strategy, did not have a material impact on the accounting estimates and judgements, including the following areas:

– Fair value of forestry assets – refer to note 15

– Estimates of future cash flows used in the impairment assessment of goodwill and property, plant and equipment – refer to notes 11,

13 and 35

– Residual values and useful economic lives of property, plant and equipment – refer to note 35

– Fair value of assets acquired and liabilities assumed in business combinations – refer to note 26

While these considerations did not have a material impact on the estimates, this may change in future periods as management evolves

its understanding of climate change-related impacts on the Group.

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#### Notes to the consolidated financial statements

for the

#### year ended 31 December 2024



#### continued

#### 2 Operating segments

The  Group generates revenue from the sale of manufactured products across the packaging and paper value chain . Revenue is generally

recognised at a point in time, typically when the goods have been delivered to a contractually agreed location in line with the shipment

terms agreed with customers. Customer payment terms vary within the Group due to its global operations and do not contain significant

financing components.

The Group provides transport services after control of certain goods has passed to the customer.  The Group generated transport

revenue of €63 million  (2023:  € 91 million), which was recognised over time. The stage of completion is used to determine the amount of

revenue recognised, which is based on the transportation days completed at the reporting date relative to the total expected delivery

days.

The Group’s operating segments are reported in a manner consistent with the internal reporting provided to the Executive Committee,

the chief operating decision-making body. The operating segments are managed based on the nature of the underlying products

produced by those businesses and, consistent with prior year, comprise three distinct segments.

The material product types from which the  Group’s  operating segments derive their internal and external revenues are as follows:

|  |  |
| --- | --- |
|  |  |
| Operating segments | Product types |
| Corrugated Packaging | Containerboard |
|  | Corrugated solutions |
| Flexible Packaging | Kraft paper |
|  | Paper bags |
|  | Consumer flexibles |
|  | Functional paper and films |
|  | Pulp |
| Uncoated Fine Paper | Uncoated fine paper |
|  | Pulp |

#### Year ended

#### 31 December 2024

1

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| € million, unless otherwise stated | Corrugated  Packaging | Flexible  Packaging | Uncoated Fine  Paper | Corporate | Intersegment  elimination | Total  continuing  operations |
| Segment revenue | 2,251 | 3,964 | 1,317 | — | (116) | 7,416 |
| Internal revenue | (22) | (37) | (57) | — | 116 | — |
| External revenue | 2,229 | 3,927 | 1,260 | — | — | 7,416 |
| Underlying EBITDA | 328 | 558 | 198 | (35) | — | 1,049 |
| Depreciation, amortisation and impairments 2 | (167) | (203) | (72) | (1) | — | (443) |
| Underlying operating profit/(loss) | 161 | 355 | 126 | (36) | — | 606 |
| Special items before tax | (5) | (132) | — | (13) | — | (150) |
| Capital employed | 2,609 | 3,418 | 1,133 | (78) | — | 7,082 |
| Trailing 12-month average capital employed | 2,224 | 3,051 | 1,134 | (126) | — | 6,283 |
| Additions to non-current non-financial assets | 346 | 565 | 160 | — | — | 1,071 |
| Capital expenditure cash payments | 321 | 518 | 94 | — | — | 933 |
| Underlying EBITDA margin (%) | 14.6 | 14.1 | 15.0 | — | — | 14.1 |
| Return on capital employed (%) | 7.2 | 11.5 | 11.1 | — | — | 9.6 |
| Average number of employees (thousands) 3 | 6.4 | 12.0 | 2.7 | 0.1 | — | 21.2 |

Notes:

1 See pages [216](#i6a9112525a204fa284b113ff4d55c3ae_1467)-[218](#iae70ff6754a94d0b806b3f87f5daf61b_95-0-1-1-577759) for definitions of APMs.

2 Includes only impairments not classified as special items.

3 Presented on a full-time employee equivalent basis.

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#### Year ended

#### 31 December 2023

1

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| € million, unless otherwise stated | Corrugated  Packaging | Flexible  Packaging | Uncoated Fine  Paper | Corporate | Intersegment  elimination | Total  continuing  operations |
| Segment revenue | 2,280 | 3,866 | 1,292 | — | (104) | 7,334 |
| Internal revenue 2 | (23) | (33) | (52) | — | 104 | (4) |
| External revenue | 2,257 | 3,833 | 1,240 | — | — | 7,330 |
| Underlying EBITDA | 310 | 637 | 289 | (35) | — | 1,201 |
| Depreciation, amortisation and impairments 3 | (151) | (191) | (68) | (1) | — | (411) |
| Underlying operating profit/(loss) | 159 | 446 | 221 | (36) | — | 790 |
| Special items before tax | — | — | (27) | — | — | (27) |
| Capital employed | 2,318 | 3,167 | 1,095 | (65) | — | 6,515 |
| Trailing 12-month average capital employed | 2,057 | 3,068 | 1,075 | (65) | — | 6,135 |
| Additions to non-current non-financial assets | 379 | 427 | 129 | — | — | 935 |
| Capital expenditure cash payments | 326 | 425 | 79 | — | — | 830 |
| Underlying EBITDA margin (%) | 13.6 | 16.5 | 22.4 | — | — | 16.4 |
| Return on capital employed (%) | 7.7 | 14.4 | 20.6 | — | — | 12.8 |
| Average number of employees (thousands) 4 | 6.5 | 11.6 | 2.8 | 0.1 | — | 21.0 |

Notes:

1 See pages  [216](#i6a9112525a204fa284b113ff4d55c3ae_1467) -[218](#iae70ff6754a94d0b806b3f87f5daf61b_95-0-1-1-577759)  for definitions of APMs.

2 Total continuing operations' internal revenue relates to transactions with discontinued operations.

3 Previously presented separately as 'depreciation and impairment' and 'amortisation' and includes only impairments not classified as special items.

4 Presented on a full-time employee equivalent basis.

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#### Notes to the consolidated financial statements

for the

#### year ended 31 December 2024



#### continued

#### 2 Operating segments



#### continued

#### External revenue by location of contribution and by location of customer

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | External revenue  by location of contribution | | External revenue  by location of customer | |
| € million | 2024 | 2023 | 2024 | 2023 |
| Western Europe |  |  |  |  |
| Austria | 1,175 | 1,301 | 166 | 159 |
| Germany | 555 | 579 | 932 | 954 |
| UK | 3 | 3 | 196 | 192 |
| Rest of Western Europe | 721 | 792 | 1,620 | 1,691 |
| Western Europe total | 2,454 | 2,675 | 2,914 | 2,996 |
| Emerging Europe |  |  |  |  |
| Czech Republic | 705 | 657 | 264 | 252 |
| Poland | 1,347 | 1,275 | 729 | 722 |
| Türkiye | 490 | 426 | 533 | 486 |
| Rest of emerging Europe | 919 | 887 | 543 | 521 |
| Emerging Europe total | 3,461 | 3,245 | 2,069 | 1,981 |
| Africa |  |  |  |  |
| South Africa | 667 | 656 | 489 | 495 |
| Rest of Africa | 80 | 95 | 366 | 395 |
| Africa total | 747 | 751 | 855 | 890 |
| Russia | — | — | — | 5 |
| North America | 648 | 561 | 850 | 825 |
| South America | 7 | 3 | 93 | 94 |
| Asia and Australia | 99 | 95 | 635 | 539 |
| Total Group revenue from continuing operations | 7,416 | 7,330 | 7,416 | 7,330 |

There were no external customers which account for more than 10% of the  Group’s total external revenue in either year.

There are no material contract assets or contract liabilities as at  31 December 2024  and 31 December 2023. No contract costs were

capitalised in either year presented.

The Group  does not disclose information about remaining performance obligations that have original expected durations of one year

or less, as permitted under IFRS 15.

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#### Net assets by location

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 2024 | | | 2023 | | |
| € million | Non-current  non-financial  assets | Segment  assets | Segment  net assets | Non-current  non-financial  assets | Segment  assets | Segment  net assets |
| Western Europe |  |  |  |  |  |  |
| Austria | 500 | 977 | 764 | 462 | 902 | 671 |
| Germany | 544 | 720 | 654 | 522 | 689 | 627 |
| UK | 31 | 34 | 32 | 31 | 37 | 34 |
| Rest of Western Europe | 1,026 | 1,248 | 1,140 | 782 | 1,015 | 922 |
| Western Europe total | 2,101 | 2,979 | 2,590 | 1,797 | 2,643 | 2,254 |
| Emerging Europe |  |  |  |  |  |  |
| Czech Republic | 1,133 | 1,245 | 1,102 | 965 | 1,063 | 927 |
| Poland | 989 | 1,302 | 1,132 | 929 | 1,215 | 1,047 |
| Türkiye | 217 | 401 | 318 | 168 | 328 | 254 |
| Rest of emerging Europe | 757 | 925 | 760 | 857 | 1,014 | 853 |
| Emerging Europe total | 3,096 | 3,873 | 3,312 | 2,919 | 3,620 | 3,081 |
| Africa |  |  |  |  |  |  |
| South Africa | 977 | 1,197 | 1,103 | 931 | 1,135 | 1,030 |
| Rest of Africa | 49 | 126 | 123 | 60 | 158 | 155 |
| Africa total | 1,026 | 1,323 | 1,226 | 991 | 1,293 | 1,185 |
| North America | 184 | 435 | 375 | 174 | 350 | 317 |
| South America | 16 | 24 | 24 | 17 | 27 | 27 |
| Asia and Australia | 80 | 166 | 151 | 78 | 159 | 147 |
| Total | 6,503 | 8,800 | 7,678 | 5,976 | 8,092 | 7,011 |

#### Reconciliation of operating segment assets

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2024 | | 2023 | |
| € million | Segment  assets | Segment  net assets/  (liabilities) | Segment  assets | Segment  net assets/  (liabilities) |
| Group total | 8,800 | 7,678 | 8,092 | 7,011 |
| Unallocated |  |  |  |  |
| Investments in joint ventures | 5 | 5 | 8 | 8 |
| Deferred tax assets/(liabilities) | 22 | (320) | 24 | (298) |
| Other non-operating assets/(liabilities) | 226 | (281) | 236 | (206) |
| Group capital employed | 9,053 | 7,082 | 8,360 | 6,515 |
| Financial instruments/(net debt) | 288 | (1,732) | 1,604 | (419) |
| Total assets/equity | 9,341 | 5,350 | 9,964 | 6,096 |

Other non-operating assets/(liabilities) include non-current financial instruments and current tax assets/(liabilities) as presented in the

consolidated  statement of financial position , provisions for restructuring costs, employee-related and other provisions (see note 20),

derivative financial instruments (see note  31d) and other non-operating receivables/(payables) of €165 million  and  € 354 million ,

respectively, as at 31 December 2024 (2023 : € 181 million and  € 316 million).

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for the

#### year ended 31 December 2024



#### continued

#### 2 Operating segments



#### continued

#### Average number of employees by principal location of employment

1

|  |  |  |
| --- | --- | --- |
|  |  |  |
| thousands | 2024 | 2023 |
| Western Europe | 6.4 | 6.5 |
| Emerging Europe | 10.4 | 10.4 |
| Africa | 1.9 | 1.9 |
| North America | 1.9 | 1.6 |
| Asia and Australia | 0.6 | 0.6 |
| Total average number of employees of continuing operations | 21.2 | 21.0 |

Note:

1 Presented on a full-time employee equivalent basis.

#### 3 Special items

The Group separately discloses special items, an APM as defined on page  [216](#i6a9112525a204fa284b113ff4d55c3ae_1467) , on the face of the  consolidated  income statement

to assist its stakeholders in understanding the underlying financial performance achieved by the Group on a basis that is comparable

from year to year.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| € million | 2024 | 2023 |
| Operating special items |  |  |
| Impairment of assets | (74) | (4) |
| Restructuring and closure costs: |  |  |
| Personnel costs | (18) | (9) |
| Other restructuring and closure costs | (40) | (14) |
| Costs relating to the acquisition of Schumacher Packaging | (5) | — |
| Costs relating to the aborted all-share combination with DS Smith plc | (13) | — |
| Total special items before tax | (150) | (27) |
| Tax credit (see note 8) | 1 | 6 |
| Total special items | (149) | (21) |

The operating special items resulted in a cash outflow from operating activities of €34 million for the year ended 31 December 2024

(2023 :  € 10 million).

To

#### 31 December 2024

The special items during the year ended 31 December 2024 comprised:

– Corrugated Packaging

– On 9 October 2024, the Group announced that it has entered into an agreement to acquire the Western Europe Packaging Assets

of Schumacher Packaging for an enterprise value of €634 million. The transaction, which is subject to certain customary regulatory

approvals, is expected to close in the first half of 2025. In 2024, transaction costs of €5 million were recognised and additional costs

will be incurred in 2025 with total costs expected to exceed €10 million.

– Flexible Packaging

– Closure of a paper bags plant in Maastricht (Netherlands). Restructuring and closure costs of €13 million were recognised.

– Closure of a paper bags plant in Pine Bluff (USA). Restructuring and closure costs of €8 million and related impairment of assets of

€1 million were recognised. Additional costs will be incurred in 2025 with total costs expected to exceed €10 million.

– Closure of Stambolijski paper mill (Bulgaria) following a fire in September 2024. Restructuring and closure costs of €37 million and

related impairment of assets of €73 million were recognised.

– Corporate

– €13 million of costs relating to the aborted all-share combination with DS Smith plc. On 19 April 2024, the Board announced

it did not intend to make an offer for DS Smith plc following a period of due diligence and after carefully considering the value

the all-share combination with DS Smith plc would deliver to Mondi's shareholders.

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To

#### 31 December 2023

The special items during the year ended 31 December 2023 comprised:

– Uncoated Fine Paper

– Closure of a paper machine and streamlining the capacity of the finishing lines at the Neusiedler operations in Austria. Restructuring

and closure costs of €23 million and related impairment of assets of €4 million were recognised.

#### 4 Auditors' remuneration

|  |  |  |
| --- | --- | --- |
|  |  |  |
| € million | 2024 | 2023 |
| Fees payable to the auditors for the audit of Mondi plc’s annual financial statements | 2.3 | 2.0 |
| Fees payable to the auditors and their associates for the audit of Mondi plc’s subsidiaries | 4.0 | 4.1 |
| Total audit fees | 6.3 | 6.1 |
| Audit-related services | 0.5 | 0.6 |
| Other services | 0.3 | — |
| Total non-audit fees | 0.8 | 0.6 |
| Total fees | 7.1 | 6.7 |

#### 5 Personnel costs

|  |  |  |
| --- | --- | --- |
|  |  |  |
| € million, unless otherwise stated | 2024 | 2023 |
| Within underlying operating costs |  |  |
| Wages and salaries | 994 | 878 |
| Social security costs | 202 | 181 |
| Defined contribution retirement plan contributions (see note 25) | 14 | 14 |
| Defined benefit retirement plan service costs net of loss from settlement (see note 25) | 9 | 5 |
| Share-based payments (see note 24) | 9 | 9 |
| Total within underlying operating costs | 1,228 | 1,087 |
| Within special items |  |  |
| Personnel costs relating to restructuring (see note 3) | 18 | 9 |
| Within net finance costs |  |  |
| Retirement benefit medical plan net interest costs | 3 | 3 |
| Retirement benefit pension plan net interest costs | 6 | 5 |
| Total within net finance costs (see note 6) | 9 | 8 |
| Total personnel costs | 1,255 | 1,104 |
|  |  |  |
| Continuing operations' average number of employees (thousands) 1 | 21.2 | 21.0 |

Note:

1 Presented on a full-time employee equivalent basis.

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for the

#### year ended 31 December 2024



#### continued

#### 6 Net finance costs

|  |  |  |
| --- | --- | --- |
|  |  |  |
| € million | 2024 | 2023 |
| Investment income |  |  |
| Investment income | 30 | 45 |
| Foreign currency (losses)/gains |  |  |
| Foreign currency (losses)/gains | (3) | 1 |
| Finance costs |  |  |
| Interest expense |  |  |
| Interest on bank overdrafts and loans | (100) | (115) |
| Interest on lease liabilities (see note 12) | (7) | (7) |
| Net interest expense on net retirement benefits liability (see note 25) | (9) | (8) |
| Total interest expense | (116) | (130) |
| Less: interest capitalised | 19 | 11 |
| Total finance costs | (97) | (119) |
| Net finance costs | (70) | (73) |

The weighted average interest rate applicable to capitalised interest on general borrowings for the  year ended 31 December 2024

was 4.2% ( 2023:  4.9%) and was mainly related to qualifying assets in  Czech Republic and Poland (2023:  Czech Republic ).

#### 7 Net monetary (loss)/gain arising from hyperinflationary economies

The Group applies IAS 29, 'Financial Reporting in Hyperinflationary Economies', for its subsidiaries in Türkiye and Lebanon. The consumer

price index increased in Türkiye by 44% from 1,859 at 31 December 2023 to 2,685 at 31 December 2024 and in Lebanon by 18% from

5,978 at 31 December 2023 to 7,061 at 31 December 2024. For the year ended 31 December 2024 a net monetary loss of €5 million was

recognised (2023: gain of €2 million). For the year ended 31 December 2024, the adjustments from hyperinflationary accounting have

resulted in an increase in Group revenue of €78 million (2023: €116 million) and a decrease in underlying EBITDA of €16 million

(2023: decrease of €16 million). As at 31 December 2024, the adjustments from hyperinflationary accounting have resulted in an

accumulated increase in total assets of €166 million (2023: €115 million). Comparative amounts presented in euros were not restated

for subsequent changes in the price level or exchange rates.

IAS 29 requires judgement to determine when to apply hyperinflationary accounting and which general price index to select and other

approximations to be made in order to restate the financial statements of subsidiaries operating in a hyperinflationary economy.

#### 8 Taxation

#### (a) Analysis of tax charge for the year

The  Group’s  effective rate of tax before special items for the year ended 31 December 2024  was 22.2%  ( 2023 :  23.6% ).

|  |  |  |
| --- | --- | --- |
|  |  |  |
| € million | 2024 | 2023 |
| UK corporation tax at 25% (2023: 23.5%) | 4 | — |
| Overseas tax | 105 | 135 |
| Current tax in respect of the prior years | (4) | (13) |
| Current tax | 105 | 122 |
| Deferred tax in respect of the current year | 10 | 62 |
| Deferred tax in respect of the prior years | (5) | (24) |
| Deferred tax attributable to a change in the rate of domestic income tax | 7 | 7 |
| Tax charge before special items | 117 | 167 |
| Current tax on special items | — | (6) |
| Deferred tax on special items | (1) | — |
| Tax credit on special items (see note 3) | (1) | (6) |
| Tax charge for the year | 116 | 161 |
| Current tax charge | 105 | 116 |
| Deferred tax charge | 11 | 45 |
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On 24 May 2021, legislation was substantively enacted in the UK to increase the corporate tax rate from 19% to 25% with effect from

1 April 2023. In the year ended 31 December 2023, the 23.5% UK corporation tax rate referenced in the table above reflects the average

tax rate that applied in that year.

As the Group operates in a number of countries, each with different tax systems, a degree of tax risk is inevitable, as tax laws are

complex and subject to changes in legislation and to differing interpretations. Consequently, provision has been made for such tax risk

exposures within current tax liabilities of €40 million (2023: €38 million), mainly in relation to transfer pricing risks arising from cross

border transactions. There is not expected to be any material change to the tax risk exposures or associated provisions within the next

12 months.

The Group is within the scope of the OECD Pillar 2 model rules as of 1 January 2024. The effective tax rate (as calculated under the Pillar

2 transitional safe harbour rules) in the majority of countries in which the Group operates exceeds 15% for the year ended 31 December

2024. Additional Pillar 2 top-up tax of €3 million has been included within the current tax charge for the year ended 31 December 2024,

mostly arising in a small number of jurisdictions benefitting from tax incentives on capital investments and tax holidays.

#### Factors affecting tax charge for the year

The Group’s total tax charge for the year can be reconciled to the tax on the Group’s profit before tax at the UK corporation tax rate

of 25% (2023: 23.5%), as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| € million | 2024 | 2023 |
| Profit before tax | 378 | 682 |
| Tax on profit before tax, calculated at the UK corporation tax rate of 25% (2023: 23.5%) | 95 | 160 |
| Tax effects of: |  |  |
| Expenses not deductible for tax purposes | 7 | 2 |
| Special items not deductible | 5 | — |
| Other non-deductible expenses | 2 | 2 |
| Temporary difference adjustments | 26 | (13) |
| Balance sheet/fixed asset revaluation | (15) | (10) |
| Changes in local tax rates1 | 7 | 7 |
| Current year tax losses and other temporary differences not recognised | 39 | 14 |
| Movements in unrecognised deferred tax | (10) | (24) |
| Prior year deferred tax adjustments | 5 | — |
| Other adjustments | (12) | 12 |
| Current tax prior year adjustments | (4) | (13) |
| Tax incentives2 | (16) | (5) |
| Effect of difference between local rates and UK tax rate | (20) | (1) |
| Hyperinflation monetary adjustments (see note 7) | 20 | 19 |
| Other adjustments | 5 | 12 |
| Pillar 2 current tax | 3 | — |
|  |  |  |
| Tax charge for the year | 116 | 161 |

Notes:

1 There has been a change in tax rate in Slovakia (2023: Czech Republic, Türkiye  and Austria).

2 The tax incentives relate to a number of countries including Poland and Slovakia (2023: Poland and Serbia).

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for the

#### year ended 31 December 2024



#### continued

#### 8 Taxation



#### continued

#### (b) Deferred tax

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Deferred tax assets | | Deferred tax liabilities | |
| € million | 2024 | 2023 | 2024 | 2023 |
| At 1 January | 24 | 34 | (322) | (307) |
| Charged to the consolidated income statement | (2) | (10) | (9) | (35) |
| Credited to the consolidated statement of comprehensive income | — | 3 | 1 | 4 |
| Acquired through business combinations (see note 26) | — | — | (4) | — |
| Reclassification | — | (1) | — | 1 |
| Hyperinflation monetary adjustment (see note 7) | — | (1) | (2) | — |
| Currency movements | — | (1) | (6) | 15 |
| At 31 December | 22 | 24 | (342) | (322) |

The amount of deferred tax (charged)/credited to the consolidated income statement comprises:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| € million | 2024 | 2023 |
| Fixed assets temporary differences | (37) | (27) |
| Fair value adjustments | 7 | (23) |
| Tax losses recognised | 9 | 24 |
| Other temporary differences | 10 | (19) |
| Total deferred tax charge | (11) | (45) |

Deferred tax comprises:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Deferred tax assets | | Deferred tax liabilities | |
| € million | 2024 | 2023 | 2024 | 2023 |
| Fixed assets temporary differences | (19) | (34) | (320) | (265) |
| Fair value adjustments | — | — | (134) | (135) |
| Tax losses | 14 | 17 | 31 | 19 |
| Other temporary differences | 27 | 41 | 81 | 59 |
| Total | 22 | 24 | (342) | (322) |

The key items within other temporary differences include retirement benefit obligations, inventory write-downs, other provisions

and accruals and elimination of intercompany profit in inventory.

Based on forecast data, the Group considers it probable that there will be sufficient future taxable profits available in the relevant

jurisdictions to utilise the tax losses and other temporary differences presented in the table above.

Deferred tax balances have been shown after offset when they relate to income taxes levied by the same tax authority and it is intended

to settle current assets and liabilities on a net basis.

The current expectation regarding the maturity of deferred tax balances is:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Deferred tax assets | | Deferred tax liabilities | |
| € million | 2024 | 2023 | 2024 | 2023 |
| Recoverable within 12 months | 10 | 13 | — | — |
| Recoverable/(payable) after 12 months | 12 | 11 | (342) | (322) |
| Total | 22 | 24 | (342) | (322) |

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The Group has the following amounts in respect of which no deferred tax asset has been recognised, as it is not considered probable

that there will be future profit streams or gains against which these could be utilised:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| € million | 2024 | 2023 |
| Tax losses - revenue | 1,411 | 1,401 |
| Tax losses - capital | 16 | 16 |
| Fixed asset temporary differences1 | 90 | 13 |
| Other temporary differences1 | 69 | 43 |
| Total | 1,586 | 1,473 |

Note:

1Other temporary differences as presented previously have been further analysed to separately show fixed asset temporary differences.

Of the total of €1,586 million (2023: €1,473 million), €1,245 million (2023: €1,248 million) relates to tax losses (with no expiry date)

and other timing differences not recognised in the UK and Luxembourg due to lack of future profit streams.

There were no significant changes during the year in the expected future profit streams or gains.

Included in unrecognised tax losses are losses that will expire as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| € million | 2024 | 2023 |
| Expiry date |  |  |
| Within one year | 7 | 7 |
| One to five years | 19 | 42 |
| After five years | 47 | 45 |
| No expiry date | 1,354 | 1,323 |
| Total unrecognised tax losses | 1,427 | 1,417 |

No deferred tax liability is recognised on gross temporary differences of €630 million (2023: €622 million) relating to the unremitted

earnings of overseas subsidiaries, as the Group is able to control the timing of the reversal of these temporary differences and it is

probable that they will not reverse in the foreseeable future. UK tax legislation largely exempts, from UK tax, overseas dividends received.

As a result, the gross temporary differences at 31 December 2024 represent only the unremitted earnings of those overseas subsidiaries

where remittance to the UK of those earnings would still result in a tax liability, principally as a result of dividend withholding taxes levied

by the overseas tax jurisdictions in which these subsidiaries operate and non-UK corporate taxes on dividends.

#### 9 Earnings per share

#### (EPS)

On 13 February 2024, the Group returned the net proceeds from the sale of the Group's Russian assets to its shareholders by way of

a special dividend (see note 10). In addition, in order to maintain the comparability, so far as possible, of Mondi plc’s share price before

and after the special dividend, the special dividend was accompanied by a share consolidation, which took effect on 29 January 2024,

resulting in shareholders receiving 10 new ordinary shares for every 11 existing ordinary shares (see note 23).

For calculating basic and diluted EPS measures, the Board concluded that the overall effect of the share consolidation and special

dividend was a share repurchase at fair value. Therefore, the reduction in the number of shares as a result of the share consolidation was

reflected in the denominator in the current year prospectively from the day the dividend was paid (i.e. 13 February 2024). The weighted

average number of ordinary shares outstanding for 2023 was not restated.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | EPS attributable to shareholders | |
| euro cents | 2024 | 2023 |
| From continuing operations |  |  |
| Basic EPS | 49.1 | 103.5 |
| Diluted EPS | 49.1 | 103.5 |
| Basic underlying EPS | 82.7 | 107.8 |
| Diluted underlying EPS | 82.6 | 107.8 |
| From continuing and discontinued operations |  |  |
| Basic EPS | 49.1 | (31.5) |
| Diluted EPS | 49.1 | (31.5) |
| Basic headline EPS | 60.8 | 145.3 |
| Diluted headline EPS | 60.8 | 145.3 |

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#### Notes to the consolidated financial statements

for the

#### year ended 31 December 2024



#### continued

#### 9 Earnings per share

#### (EPS)

#### continued

The calculation of basic and diluted EPS, basic and diluted underlying EPS and basic and diluted headline EPS is based on the following data:

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Earnings | |
| € million | 2024 | 2023 |
| Profit/(loss) for the year attributable to shareholders | 218 | (153) |
| Arises from: |  |  |
| Continuing operations | 218 | 502 |
| Discontinued operations (see note 28) | — | (655) |
| Special items attributable to shareholders (see note 3) | 150 | 27 |
| Related tax (see note 3) | (1) | (6) |
| Total earnings for the year (prior to special items) | 367 | (132) |
| Arises from: |  |  |
| Continuing operations | 367 | 523 |
| Discontinued operations (see note 28) | — | (655) |
| Gain on disposal of property, plant and equipment | (12) | (13) |
| Insurance reimbursements for property damages (see note 11) | (3) | (27) |
| Restructuring and closure costs (see note 3) | (58) | (23) |
| Costs relating to the aborted all-share combination with DS Smith plc (see note 3) | (13) | — |
| Costs relating to the acquisition of Schumacher Packaging (see note 3) | (5) | — |
| Gain on purchase of business before transaction-related costs (see note 26) | (13) | — |
| Impairments not included in special items (see note 11) | — | 3 |
| Loss arising from sale and leaseback transaction | 3 | — |
| Loss on disposal of businesses from discontinued operations (see note 28) | — | 756 |
| Impairments included in loss from discontinued operations (see note 28) | — | 113 |
| Related tax | 4 | 28 |
| Headline earnings for the year | 270 | 705 |

Underlying earnings, total earnings (prior to special items) and headline earnings represent APMs which are defined on pages [216](#i6a9112525a204fa284b113ff4d55c3ae_1467)-[218](#iae70ff6754a94d0b806b3f87f5daf61b_95-0-1-1-577759).

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Weighted average number of shares | |
| million | 2024 | 2023 |
| Basic number of ordinary shares outstanding | 444.0 | 485.1 |
| Effect of dilutive potential ordinary shares | 0.1 | — |
| Diluted number of ordinary shares outstanding | 444.1 | 485.1 |

#### 10 Dividends

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2024 | | 2023 | |
|  | euro cents  per share | € million | euro cents  per share | € million |
| Final ordinary dividend paid in respect of the prior year | 46.67 | 209 | 48.33 | 231 |
| Special dividend | 160.00 | 769 | — | — |
| Interim ordinary dividend paid in respect of the current year | 23.33 | 103 | 23.33 | 114 |
| Total ordinary and special dividends paid |  | 1,081 |  | 345 |
|  |  |  |  |  |
| Final ordinary dividend proposed to shareholders | 46.67 | 206 | 46.67 | 209 |

The final ordinary dividend proposed in respect of the financial  year ended 31 December 2024 has been recommended by the Board

and is subject to the approval of the shareholders of Mondi plc at the Annual General Meeting scheduled for 8 May 2025.

On 13 February 2024, the Group returned the net proceeds from the sale of the Group's Russian assets to shareholders by way of a special

dividend of €1.60 per existing ordinary share (see note 9). The final ordinary dividend for the year ended 31 December 2023 was declared

after the accompanying share consolidation took effect and therefore was declared based on the number of new ordinary shares.

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#### 11 Property, plant and equipment

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| € million | Land and  buildings1 | Plant and  equipment | Assets under  construction | Other | Total |
| Net carrying value |  |  |  |  |  |
| At 1 January 2023 | 1,167 | 2,483 | 398 | 119 | 4,167 |
| Additions | 50 | 169 | 576 | 38 | 833 |
| Disposal of assets | (7) | (4) | — | (7) | (18) |
| Acquired through business combinations | 17 | 20 | — | — | 37 |
| Depreciation charge for the year | (65) | (292) | — | (34) | (391) |
| Impairment losses recognised | (1) | (6) | — | — | (7) |
| Reclassification | 51 | 168 | (234) | 13 | (2) |
| Hyperinflation monetary adjustment | 28 | 31 | 6 | 3 | 68 |
| Currency movements | (22) | (41) | (2) | (3) | (68) |
| At 31 December 2023 | 1,218 | 2,528 | 744 | 129 | 4,619 |
| Cost | 2,139 | 7,216 | 761 | 409 | 10,525 |
| Accumulated depreciation and impairments | (921) | (4,688) | (17) | (280) | (5,906) |
| Additions | 123 | 316 | 529 | 38 | 1,006 |
| Disposal of assets | (7) | (4) | — | (1) | (12) |
| Acquired through business combinations (see note 26) | 3 | 1 | — | — | 4 |
| Depreciation charge for the year | (70) | (319) | — | (38) | (427) |
| Impairment losses recognised (see note 3) | (3) | (49) | (21) | (1) | (74) |
| Reclassification | 112 | 382 | (511) | 14 | (3) |
| Hyperinflation monetary adjustment (see note 7) | 27 | 30 | 4 | 2 | 63 |
| Currency movements | (7) | (7) | (2) | — | (16) |
| At 31 December 2024 | 1,396 | 2,878 | 743 | 143 | 5,160 |
| Cost | 2,392 | 7,899 | 765 | 445 | 11,501 |
| Accumulated depreciation and impairments | (996) | (5,021) | (22) | (302) | (6,341) |
|  |  |  |  |  |  |

Note:

1 The land carrying value included in land and buildings is  € 255 million  ( 2023 : € 227 million ).

Included in the additions above is  € 19 million  ( 2023: €11 million ) of interest incurred on qualifying assets which has been capitalised

during the year. The amount is deductible for tax purposes either when incurred or included in the amount permitted to be deducted

for capital expenditure, depending on the jurisdiction in which they are capitalised.

The Group  recognised income from insurance reimbursements relating to damages of property, plant and equipment of € 3 million

( 2023: € 27 million ) in other net operating expenses in the consolidated income statement  with reimbursements received in cash

of €13 million  (2023: €17 million) classified as other investing activities within the consolidated  statement of cash flows .

The recoverable amount of property, plant and equipment is determined based on the use of the asset within the current business plans.

Any change in future intentions could result in an impairment of varying magnitude, depending on the assets affected.

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#### Notes to the consolidated financial statements

for the

#### year ended 31 December 2024



#### continued

#### 12 Leases

The Group has entered into various lease agreements with the weighted average term of:

– land and buildings: 36 years ( 2023 : 35  years);

– plant and equipment:  12  years (2023:  12 years); and

– other assets: 5  years (2023:  5 years).

The principal lease agreements in place include the following:

#### South African land lease

The  Group entered into a land lease agreement on  1 January 2001  for a total term of  70  years. The lease commitment and annual

escalation rate are renegotiated every five years. The lease does not contain any clauses with regard to contingent rent or an option

to purchase the land at the end of the lease term, and does not impose any significant restrictions on the Group  as a lessee.

#### Office building

The Group entered into an office building lease agreement in Vienna (Austria) for a total term of 20 years from October 2013. The lease

may only be terminated by the Group, after six months’ notice, in September 2023 (which did not occur) and again in September 2028.

Rent escalates on an annual basis by the consumer price index of the local jurisdiction. The lease does not contain any option to

purchase the building at the end of the lease term, and does not impose any significant restrictions on the  Group as a lessee. Variable

lease payments are included in the lease liability and calculated at the consumer price index. The  Group  does not intend to exercise

the termination option in September 2028, and thus it was not considered in the calculation of the right-of-use asset.

#### Right-of-use assets

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Right-of-use assets | | Depreciation charge | |
| € million | 2024 | 2023 | 2024 | 2023 |
| Land and buildings | 62 | 61 | (12) | (10) |
| Plant and equipment | 41 | 39 | (11) | (9) |
| Other | 15 | 16 | (8) | (7) |
| Total | 118 | 116 | (31) | (26) |

Additions to the right-of-use assets during  2024 were €32 million (2023: € 34 million).

#### Lease liabilities

|  |  |  |
| --- | --- | --- |
|  |  |  |
| € million | 2024 | 2023 |
| Maturity analysis - contractual undiscounted cash flows |  |  |
| Less than one year | 31 | 28 |
| One to two years | 25 | 24 |
| Two to five years | 46 | 49 |
| More than five years | 109 | 89 |
| Total undiscounted cash flows | 211 | 190 |
| Total lease liabilities | 128 | 125 |
| Current | 24 | 21 |
| Non-current | 104 | 104 |
|  |  |  |

Lease liabilities are effectively secured as the rights to the leased assets recognised in the consolidated financial statements revert to the

lessor in the event of default. The total cash outflow for leases during 2024 was €36 million (2023: €31 million).

Amounts recognised in the

#### consolidated



#### income statement

|  |  |  |
| --- | --- | --- |
|  |  |  |
| € million | 2024 | 2023 |
| Depreciation charge in respect of leases | (31) | (26) |
| Interest on lease liabilities | (7) | (7) |
| Expenses relating to short-term leases | (2) | (1) |
| Expenses relating to leases of low-value assets | (1) | (1) |

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#### 13 Goodwill

#### (a) Reconciliation

|  |  |  |
| --- | --- | --- |
|  |  |  |
| € million | 2024 | 2023 |
| Net carrying value |  |  |
| At 1 January | 765 | 769 |
| Hyperinflation monetary adjustment (see note 7) | 11 | 11 |
| Currency movements | (9) | (15) |
| At 31 December | 767 | 765 |

#### (b) Assumptions

Goodwill acquired through business combinations is allocated to the group of cash-generating units (CGUs) that are expected to benefit

from the synergies of the combination and represents the lowest level at which goodwill is monitored for internal management purposes.

Goodwill is assessed for impairment at least annually. In performing this impairment test, the recoverable amounts of these groups of

CGUs are the higher of fair value less costs to dispose and value in use (see note 35 for further details).

Goodwill is allocated to three groups of CGUs, as follows:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | Weighted average  pre-tax discount rate | | Growth rate  beyond year 3 | | Carrying value | |
| € million, unless otherwise stated | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 |
| Corrugated Packaging | 10.3% | 10.2% | 3% | 3% | 327 | 328 |
| Flexible Packaging | 9.3% | 9.2% | 2% | 2% | 425 | 422 |
| Uncoated Fine Paper | 11.0% | 11.1% | —% | —% | 15 | 15 |
| Total goodwill |  |  |  |  | 767 | 765 |

Key assumptions for 2024

The key assumptions in the value-in-use calculations are as follows:

– Cash flow forecasts are derived from the budget most recently approved by the Board covering the three-year period

to  31 December 2027.

– Sales volumes, sales prices and input cost assumptions in the budget period are derived from a combination of economic forecasts

for the regions in which the Group operates, industry forecasts for individual product lines, internal management projections, historical

performance and announced and expected industry capacity changes.

– The impact of climate change such as regulatory risks on carbon pricing, yield losses on plantations or the effects of droughts as well

as climate-change related opportunities in the budget period are considered in the cash flow forecasts. The Group’s climate change

risks and opportunities identified according to the TCFD recommendations are disclosed on pages [52](#i5ea205a98724483f90a2a76cf5ac789a_133)-[59](#i15373fb931d74ceeaf8d79590c39ac12_2352) of this report.

– Cash flow projections in year four are based on internal management projections taking into consideration industry forecasts and

growth rates in the regions in which the Group operates. Growth rates are applied to the groups of CGUs for all years from year four

onwards (as per the table above).

– Capital expenditure forecasts are based on historical experience and include expenditure necessary to maintain the assets in their

current condition.

The pre-tax discount rate is derived from the Group’s weighted average cost of capital. In determining the discount rate applicable

to each group of CGUs, adjustments are made to reflect the impacts of country risk.

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#### Notes to the consolidated financial statements

for the

#### year ended 31 December 2024

#### continued

#### 13 Goodwill



#### continued

#### Sensitivity analyses

Expected future cash flows are inherently uncertain and could change materially over time. They are affected by a number of factors,

including market and production estimates, together with economic factors such as prices, discount rates, currency exchange rates,

estimates of production costs and future capital expenditure. Risks associated with increased operating costs such as carbon pricing

mechanisms have also been considered.

Sensitivity analyses of reasonably possible changes in the underlying assumptions for each group of CGUs included:

– 100 bps increase in discount rate;

– 0% growth rate assumed for cash flow projections beyond three years in the  Corrugated Packaging and Flexible Packaging groups

of CGUs;

– 3% decrease in sales prices of paper in all years in the Corrugated Packaging group of CGUs;

– 6% decrease in sales prices of paper in 2025 and 4% decrease in all other years in the Flexible Packaging group of CGUs; and

– 2% decrease in sales prices of paper in all years in the Uncoated Fine Paper group of CGUs.

None of these downside sensitivity analyses, in isolation, indicated the need for an impairment.

#### 14 Intangible assets

|  |  |  |
| --- | --- | --- |
|  |  |  |
| € million | 2024 | 2023 |
| Net carrying value |  |  |
| At 1 January | 68 | 64 |
| Additions | 13 | 16 |
| Acquired through business combinations (see note 26) | — | 1 |
| Amortisation charge for the year | (16) | (17) |
| Reclassification | 3 | 2 |
| Hyperinflation monetary adjustment (see note 7) | 2 | 4 |
| Currency movements | — | (2) |
| At 31 December | 70 | 68 |
| Cost | 246 | 251 |
| Accumulated amortisation and impairments | (176) | (183) |
|  |  |  |

The intangible assets comprise mainly software development costs.

R&D expenditure incurred by the  Group and charged to the  consolidated  income statement during the year amounted to  €31 million

compared to €30 million in 2023 (as previously disclosed: €21 million), with the prior year figure presented on the same basis for

consistent comparison.

#### 15 Forestry assets

|  |  |  |
| --- | --- | --- |
|  |  |  |
| € million | 2024 | 2023 |
| At 1 January | 519 | 485 |
| Investment in forestry assets | 48 | 48 |
| Fair value gains | 7 | 128 |
| Felling costs | (92) | (87) |
| Currency movements | 21 | (55) |
| At 31 December | 503 | 519 |
| Mature | 371 | 359 |
| Immature | 132 | 160 |
|  |  |  |

The  Group  has  255,023  hectares ( 2023 : 254,858 hectares) of owned and leased land available for forestry activities, all of which is in

South Africa . 80,667 hectares (2023 :  80,614 hectares) are set aside for conservation activities and infrastructure needs.  1,044  hectares

(2023:  1,044  hectares) relate to non-core activities. The balance of  173,312 hectares (2023 :  173,200 hectares) are under afforestation,

which forms the basis of the valuation set out above.

Mature forestry assets are those plantations that are harvestable, while immature forestry assets have not yet reached that stage of

growth. Timber is harvested according to a rotation plan, once trees reach maturity. The maturity period ranges from 6.5 to 14.5 years

(2023 : 6.5 to 14.5 years) depending on species, climate and location. The fair value of forestry assets is a level 3 measure in terms of the

fair value measurement hierarchy, consistent with prior years.

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The following assumptions have a significant impact on the valuation of the Group’s forestry assets:

– The net selling price is defined as the selling price less the costs of transport, harvesting, extraction and loading, and all selling prices

and costs are denominated in South African rand. The net selling price is based on third-party transactions and is influenced by the

species, maturity profile and location of timber. In 2024, the net selling price used ranged from the South African rand equivalent

of €15 per tonne to  €58 per tonne (2023: €15 per tonne to €53 per tonne), with a weighted average of €32 per tonne

(2023: €34 per tonne).

– The conversion factor, which is used to convert hectares of land under afforestation to tonnes of standing timber, is dependent on the

species, the maturity profile of the timber, the geographic location and a variety of other environmental factors, such as the anticipated

impact of climate change on water scarcity and fire risks. In 2024, the conversion factors ranged from 7.7 to 25.3 (2023: 7.6 to 25.0).

– The risk premium on immature timber of 12.6% (2023: 12.4%) is based on an assessment of the risks associated with forestry assets

in South Africa and is applied for the years the immature timber has left to reach maturity. A risk premium on mature timber of 4.0%

(2023: 4.0%) was applied. The risk premium applied to immature and mature timber includes factors for the anticipated impact of

climate change on water scarcity and fire risks. An increase in the severity and frequency of extreme weather events, such as higher

temperatures, changes in rainfall patterns and drought conditions, may result in higher timber losses in future years caused by stronger

winds, erosion, fires, pests and diseases.

The valuation of the Group’s forestry assets is determined in South African rand and converted to euro at the closing exchange rate

on 31 December of each year.

Management has performed sensitivity analyses of reasonably possible changes in the significant assumptions and the EUR/ZAR

exchange rate. The sensitivity table is based on historical experience; however, the estimates may vary by greater amounts. Therefore,

the Board considers the forestry assets valuation to be a significant accounting estimate. The reported value of owned forestry assets

would change as follows should there be a change in these underlying assumptions on the basis that all other factors remain unchanged:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| € million | 2024 | 2023 |
| Effect of €5/tonne increase in net selling price | 80 | 79 |
| Effect of 1% increase in conversion factor (hectares to tonnes) | 5 | 6 |
| Effect of 1% increase in risk premium | (7) | (8) |
| Effect of 10% increase in EUR/ZAR exchange rate | (46) | (47) |

#### 16 Investments in joint ventures

|  |  |  |
| --- | --- | --- |
|  |  |  |
| € million | 2024 | 2023 |
| At 1 January | 8 | 18 |
| Net loss from joint ventures | (3) | (5) |
| Impairment losses recognised | — | (5) |
| At 31 December | 5 | 8 |

The joint ventures of the  Group as at 31 December 2024  are set out in note 11 of the Mondi plc  parent company financial statements.

All of these interests are accounted for using the equity method. None of the joint ventures are assessed as being individually material

to the  Group.

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#### Notes to the consolidated financial statements

for the

#### year ended 31 December 2024

#### continued

#### 17 Inventories

|  |  |  |
| --- | --- | --- |
|  |  |  |
| € million | 2024 | 20231 |
| Raw materials and consumables | 594 | 525 |
| Work in progress | 112 | 91 |
| Finished goods | 488 | 433 |
| Total inventories | 1,194 | 1,049 |
|  |  |  |
| Of which, held at net realisable value | 167 | 141 |

Note:

1Previously disclosed separately by first-in, first-out cost formula and weighted average cost formula.

#### Consolidated income statement

|  |  |  |
| --- | --- | --- |
|  |  |  |
| € million | 2024 | 2023 |
| Within materials, energy and consumables used |  |  |
| Cost of inventories recognised as an expense | (3,360) | (3,575) |
| Write-down of inventories to net realisable value | (69) | (77) |
| Aggregate reversal of previous write-downs of inventories | 49 | 45 |
| Within other net operating expenses |  |  |
| Green energy sales and disposal of emissions credits | 36 | 92 |

The reversal of previous write-downs of inventories relates to goods that had been written down to their estimated net realisable value

and were subsequently sold above their carrying value.

#### 18 Trade and other receivables

|  |  |  |
| --- | --- | --- |
|  |  |  |
| € million | 2024 | 2023 |
| Trade receivables | 1,062 | 995 |
| Credit loss allowance | (21) | (25) |
| Net trade receivables | 1,041 | 970 |
| Other receivables | 28 | 45 |
| Tax and social security | 149 | 148 |
| Prepayments1 | 35 | 46 |
| Prepayments for capital expenditure1 | 22 | 45 |
| Total trade and other receivables | 1,275 | 1,254 |

Note:

1Prepayments as presented previously have been further analysed to separately show prepayments for capital expenditures.

#### Trade receivables: credit risk

The Group  has a large number of unrelated customers and does not have significant credit risk exposure to any particular customer.

The  Group considers that there is no significant geographical or customer concentration of credit risk.

Each business segment manages its own exposure to credit risk according to the economic circumstances and characteristics of the

relevant markets that it serves. The Group  considers that management of credit risk on a decentralised basis enables it to assess and

manage credit risk more effectively. However, broad principles of credit risk management are observed across all business segments,

such as the use of credit rating agencies, credit guarantee insurance, where appropriate, and the maintenance of a credit control function.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| € million | 2024 | 2023 |
| Credit risk exposure |  |  |
| Gross trade receivables | 1,062 | 995 |
| Credit insurance | (902) | (837) |
| Net exposure to credit risk | 160 | 158 |

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In addition, the Group  is in possession of bank guarantees and letters of credit securing trade and other receivables to the value

of €7 million ( 2023: €6 million). Credit periods offered to customers vary according to the credit risk profiles of participants and invoicing

conventions established in the various markets in which the Group operates. Interest is charged at appropriate market rates on balances

which are considered overdue in the relevant market.

To the extent that recoverable amounts are expected to be less than their associated carrying values, impairment charges have been

recorded in the consolidated income statement and the carrying values have been written down to their expected recoverable amounts.

The total gross carrying value of trade receivables that were subject to credit loss allowance during the year was €25 million

(2023: €36 million).

Included within the Group’s aggregate trade receivables balance are specific debtor balances with customers totalling €149 million

(2023: €140 million) which are past due and where the Group considers that their credit quality remains intact.

The expected credit loss allowance for trade receivables was determined as follows:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| 2024/€ million, unless otherwise stated | Within terms | Past due by | | | | Total |
| <1 month | 1-2 months | 2-3 months | >3 months |
| Expected loss rate % | — | 2 | 4 | 14 | 50 |  |
| Trade receivables | 896 | 108 | 25 | 7 | 26 | 1,062 |
| Credit loss allowance | (4) | (2) | (1) | (1) | (13) | (21) |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| 2023/€ million, unless otherwise stated | Within terms | Past due by | | | | Total |
| <1 month | 1-2 months | 2-3 months | >3 months |
| Expected loss rate % | 1 | 3 | 4 | 14 | 68 |  |
| Trade receivables | 837 | 108 | 24 | 7 | 19 | 995 |
| Credit loss allowance | (7) | (3) | (1) | (1) | (13) | (25) |

#### Movement in the credit loss allowance

|  |  |  |
| --- | --- | --- |
|  |  |  |
| € million | 2024 | 2023 |
| At 1 January | 25 | 26 |
| Increase in allowance recognised in consolidated income statement | 5 | 7 |
| Amounts written off or recovered | (8) | (6) |
| Currency movements | (1) | (2) |
| At 31 December | 21 | 25 |

#### 19 Trade and other payables

|  |  |  |
| --- | --- | --- |
|  |  |  |
| € million | 2024 | 2023 |
| Trade payables | 649 | 633 |
| Capital expenditure payables | 69 | 60 |
| Tax and social security | 65 | 59 |
| Other payables | 82 | 66 |
| Accruals | 404 | 387 |
| Deferred income | 12 | 14 |
| Total trade and other payables | 1,281 | 1,219 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
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|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
| 174 |
|  |  |  |

#### Notes to the consolidated financial statements

for the

#### year ended 31 December 2024



#### continued

#### 20 Provisions

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| € million | Restructuring  costs | Employee-  related provisions | Environmental  restoration | Other | Total |
| At 1 January 2024 | 7 | 26 | 4 | 11 | 48 |
| Charged to consolidated income statement | 43 | 9 | 14 | 13 | 79 |
| Released to consolidated income statement | (1) | — | — | (2) | (3) |
| Amounts used | (17) | (7) | — | (6) | (30) |
| Unwinding of discount | — | 1 | — | — | 1 |
| Acquired through business combinations (see note 26) | — | — | 2 | — | 2 |
| At 31 December 2024 | 32 | 29 | 20 | 16 | 97 |
| Current | 32 | 7 | 11 | 15 | 65 |
| Non-current | — | 22 | 9 | 1 | 32 |
|  |  |  |  |  |  |

The provisions for restructuring costs are expected to be settled over the next year. Restructuring provisions include severance costs,

when management has made a formal decision to eliminate certain positions and this has been communicated to the groups of

employees affected, and other related costs that are typically expected to be incurred in the course of a restructuring programme.

Employee-related provisions comprise provisions for jubilee awards and other short-term benefits. Given the nature of jubilee provisions,

the amounts are likely to be settled over many years.

The Group  provides for the costs of environmental remediation that have been identified at the time of plant closure, as part

of acquisition due diligence or in other circumstances where remediation by the Group is required and a probable outflow of

economic resources is identified. Judgement and experience are used by management in determining the expected timing, closure

and decommissioning methods, which can vary over time and between locations in response to the relevant legal requirements in each

territory or the impact of applying new technologies. As of 31 December 2024, such provisions totalled €20 million  (2023 : €4 million).

The Group does not provide for any potential future environmental remediation or asset retirement obligations in respect of plants

that the Group continues to own and operate into the foreseeable future based on the existing strategy of the Group, unless a legal

or constructive obligation exists at the reporting date.  €11 million (2023: €nil) of provision for environmental restoration was recognised

in relation to the closure of Stambolijski paper mill (Bulgaria) this year (see note 3).

Provisions may be identified at a future date if a change in strategy results in planned plant closure or disposal and the Group identifies

the need for future environmental remediation subject to the existence of a legal or constructive obligation.

Other provisions are mainly attributable to potential claims against the Group and onerous contracts, none of which are individually

material to the Group. The Group expects to settle the majority of the provisions over the next year.

All non-current provisions are discounted using a discount rate relevant in the local countries, based on a pre-tax yield on

long‑term bonds .

#### 21 Capital management

The Group defines its capital employed as equity, as presented in the  consolidated   statement of financial position , plus net debt.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| € million | 2024 | 2023 |
| Equity attributable to shareholders | 4,857 | 5,655 |
| Equity attributable to non-controlling interests | 493 | 441 |
| Total equity | 5,350 | 6,096 |
| Net debt (see note 27c) | 1,732 | 419 |
| Capital employed (see page 217) | 7,082 | 6,515 |

Capital employed is managed on a basis that enables the  Group to continue trading as a going concern, while delivering acceptable

returns to shareholders. The Group  is committed to managing its cost of capital by maintaining an appropriate capital structure, with

a balance between equity and net debt.

The Group utilises its capital employed to fund its business.

The primary sources of the Group’s liquidity include its €3 billion Guaranteed Euro Medium Term Note Programme, its €750 million

Syndicated Revolving Credit Facility  (RCF), which has been increased to €1 billion effective from 2 January 2025, and financing from

various banks and other credit agencies, thus providing the Group with access to diverse sources of debt financing.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
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| --- | --- | --- |
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| 175 |
|  |  |  |

The principal loan arrangements in place are the following:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| € million | Maturity | Interest rate % | 2024 | 2023 |
| Financing facilities |  |  |  |  |
| Syndicated Revolving Credit Facility1 | June 2028 | EURIBOR + margin | 750 | 750 |
| €500 million Eurobond | April 2024 | 1.500% | — | 500 |
| €600 million Eurobond | April 2026 | 1.625% | 600 | 600 |
| €750 million Eurobond | April 2028 | 2.375% | 750 | 750 |
| €500 million Eurobond | May 2032 | 3.750% | 500 | — |
| Long-Term Facility Agreement | December 2026 | EURIBOR + margin | 13 | 20 |
| Other | Various | Various | — | 4 |
| Total committed facilities |  |  | 2,613 | 2,624 |
| Drawn |  |  | (1,863) | (1,870) |
| Total committed facilities available |  |  | 750 | 754 |

Note:

1In December 2024, the Group’s Syndicated Revolving Credit Facility was increased from a €750 million facility to a €1 billion facility effective from 2 January 2025.

The Group’s Eurobonds incur a fixed rate of interest. Swap agreements are utilised by the  Group to raise non-euro-denominated

currency to fund subsidiaries' liquidity needs, thereby exposing the Group to floating interest rates.

In April 2024, the Group repaid its €500 million Eurobond at maturity and, in May 2024, issued a new €500 million 8 year Eurobond

maturing in May 2032 at a coupon of 3.750% per annum. The new Eurobond was issued under the Group’s Guaranteed Euro Medium

Term Note Programme and the proceeds were used for general corporate purposes.

The RCF incorporates key sustainability targets linked to MAP2030, classifying the facility as a Sustainability-Linked Loan. Under the

terms of the agreement, the margin will be adjusted according to the Group’s performance against specified sustainability targets.

Short-term liquidity needs are met by cash and the RCF. As at 31 December 2024, the Group had no financial covenants in any of its

financing facilities.

The Group currently has investment grade credit ratings from both Moody’s (Baa1, outlook stable) and Standard & Poor’s (A-, outlook

stable).

The Group reviews its capital employed on a regular basis and makes use of several indicative ratios which are appropriate to the nature

of its operations and consistent with conventional industry measures. The principal ratios used include:

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
| Net debt to underlying EBITDA (times) (see page 218) | 1.7 | 0.3 |
| Return on capital employed (%) (see page 218) | 9.6 | 12.8 |

In order to manage its cost of capital, maintain an appropriate capital structure and meet its ongoing cash flow needs, the Group may

issue new debt instruments; adjust the level of dividends paid to shareholders; issue new shares to, or repurchase shares from, investors;

or dispose of assets to reduce its net debt exposure.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
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|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
| 176 |
|  |  |  |

#### Notes to the consolidated financial statements

for the

#### year ended 31 December 2024



#### continued

#### 22 Borrowings

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 2024 | | | 2023 | | |
| € million | Current | Non-current | Total | Current | Non-current | Total |
| Secured |  |  |  |  |  |  |
| Lease liabilities (see note 12) | 24 | 104 | 128 | 21 | 104 | 125 |
| Total secured | 24 | 104 | 128 | 21 | 104 | 125 |
| Unsecured |  |  |  |  |  |  |
| Bonds | — | 1,842 | 1,842 | 500 | 1,345 | 1,845 |
| Bank loans and overdrafts | 39 | 6 | 45 | 38 | 11 | 49 |
| Total unsecured | 39 | 1,848 | 1,887 | 538 | 1,356 | 1,894 |
| Total borrowings | 63 | 1,952 | 2,015 | 559 | 1,460 | 2,019 |
| Committed facilities drawn |  |  | 1,863 |  |  | 1,870 |
| Uncommitted facilities drawn |  |  | 152 |  |  | 149 |
|  |  |  |  |  |  |  |

The  Group’s  borrowings as at  31 December  are analysed by nature and underlying currency as follows:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| 2024/€ million | Floating rate  borrowings | Fixed rate  borrowings | Total carrying  value | Fair value |
| Euro | 15 | 1,908 | 1,923 | 1,918 |
| South African rand | 4 | 29 | 33 | 33 |
| Turkish lira | 5 | 18 | 23 | 23 |
| US dollar | 5 | 9 | 14 | 14 |
| Other currencies | — | 22 | 22 | 22 |
| Carrying value | 29 | 1,986 | 2,015 |  |
| Fair value | 29 | 1,981 |  | 2,010 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| 2023/€ million | Floating rate  borrowings | Fixed rate  borrowings | Total carrying  value | Fair value |
| Euro | 20 | 1,911 | 1,931 | 1,895 |
| South African rand | — | 23 | 23 | 23 |
| Turkish lira | 5 | 28 | 33 | 33 |
| US dollar | — | 12 | 12 | 12 |
| Other currencies | — | 20 | 20 | 20 |
| Carrying value | 25 | 1,994 | 2,019 |  |
| Fair value | 25 | 1,958 |  | 1,983 |

In addition to the above, the Group swaps euro debt into other currencies through the foreign exchange market using foreign exchange

contracts, as disclosed in note 31, which has the effect of exposing the Group to the floating interest rates of these currencies.

The fair values of the Eurobonds are estimated with reference to the last price quoted in the secondary market. All other financial

liabilities are estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group

for similar financial instruments.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
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| --- | --- | --- |
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|  |  |  |

The maturity analysis of the Group’s  borrowings, presented net of interest, is as follows:

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| 2024/€ million | <1 year | 1–2 years | 2–5 years | >5 years | Total1 |
| Bonds | — | 599 | 747 | 496 | 1,842 |
| Bank loans and overdrafts | 39 | 6 | — | — | 45 |
| Lease liabilities (see note 12) | 24 | 20 | 36 | 48 | 128 |
| Total borrowings | 63 | 625 | 783 | 544 | 2,015 |
| Effective interest on borrowings net of amortised costs  and discounts | 58 | 46 | 93 | 107 | 304 |
| Total undiscounted cash flows | 121 | 671 | 876 | 651 | 2,319 |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| 2023/€ million | <1 year | 1–2 years | 2–5 years | >5 years | Total 1 |
| Bonds | 500 | — | 1,345 | — | 1,845 |
| Bank loans and overdrafts | 38 | 6 | 5 | — | 49 |
| Lease liabilities | 21 | 18 | 36 | 50 | 125 |
| Total borrowings | 559 | 24 | 1,386 | 50 | 2,019 |
| Effective interest on borrowings net of amortised costs  and discounts | 45 | 33 | 62 | 40 | 180 |
| Total undiscounted cash flows | 604 | 57 | 1,448 | 90 | 2,199 |

Note:

1 It has been assumed that, where applicable, interest and foreign exchange rates prevailing at the reporting date will not vary over the time periods remaining for future cash outflows.

#### 23 Share capital and other reserves

Mondi plc is not restricted in the number of shares that can be issued. Any issue of shares is subject to shareholder approval.  Mondi plc

ordinary shares issued on the London Stock Exchange and Johannesburg Stock Exchange have a nominal value of €0.22 (2023: €0.20).

All ordinary shares are called up, allotted and fully paid.

On 13 February 2024, the Group returned the net proceeds from the sale of the Group’s Russian assets to shareholders by way of a

special dividend of €1.60 per existing ordinary share. In addition, in order to maintain the comparability, so far as possible, of Mondi plc’s

share price before and after the special dividend, the special dividend was accompanied by a share consolidation, which took effect on

29 January 2024, resulting in shareholders receiving 10 new ordinary shares with a nominal value of €0.22 each for every 11 existing

ordinary shares with a nominal value of €0.20 each.

To effect the share consolidation, the Group issued 3 additional ordinary shares prior to the record date for the share consolidation,

increasing the number of ordinary shares from 485,553,780 ordinary shares to 485,553,783 ordinary shares, so that the number of the

existing ordinary shares in issue at the time of the consolidation was exactly divisible by 11, such that there was no remaining fraction

of a share. Following the share consolidation, the total number of ordinary shares issued decreased by 44,141,253 ordinary shares from

485,553,783 ordinary shares to 441,412,530 ordinary shares, while the total nominal value of the share capital of the Group remained

unchanged at €97 million.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Number of shares | € million |
| At 31 December 20231 | 485,553,780 | 97 |
| Shares issued | 3 | — |
| Effect of share consolidation | (44,141,253) | — |
| At 31 December 2024 | 441,412,530 | 97 |

Note:

1There were no movements in the share capital of Mondi plc in 2023.

#### Own shares

Own shares represent the cost of shares in Mondi plc purchased in the market to satisfy share awards under the Group’s employee share

schemes (see note 24). These costs are reflected in the consolidated statement of changes in equity.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Own shares held | | | |
|  | 2024 | | 2023 | |
| at 31 December | Number of  shares held | Average price  per share | Number of  shares held | Average price  per share |
| Mondi Incentive Schemes Trust | 107,170 | ZAR220.30 | 128,478 | ZAR201.84 |
| Mondi Employee Share Trust | 768,520 | GBP12.90 | 492,184 | GBP14.10 |

Dividend waivers are in place in respect of the shares held by the Mondi Incentive Schemes Trust and the Mondi Employee Share Trust.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
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| Mondi Group  Integrated report and financial statements 2024 |  |  |  |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
| 178 |
|  |  |  |

#### Notes to the consolidated financial statements

for the

#### year ended 31 December 2024



#### continued

#### 23 Share capital and other reserves



#### continued

#### Other reserves

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| € million | Cumulative  translation  adjustment  reserve | Post-  retirement  benefits  reserve | Share-based  payment  reserve | Cash flow  hedge  reserve | Merger  reserve | Other  sundry  reserves | Total |
| At 1 January 2023 | (859) | (35) | 17 | 1 | 667 | 27 | (182) |
| Other comprehensive income/(expense) for the  year | 339 | (16) | — | — | — | — | 323 |
| Hyperinflation monetary adjustment | — | (2) | — | — | — | — | (2) |
| Mondi share schemes’ charge | — | — | 9 | — | — | — | 9 |
| Issue of shares under employee share schemes | — | — | (7) | — | — | — | (7) |
| At 31 December 2023 | (520) | (53) | 19 | 1 | 667 | 27 | 141 |
| Other comprehensive income/(expense) for the  year | 64 | (2) | — | (1) | — | — | 61 |
| Hyperinflation monetary adjustment (see note 7) | — | (4) | — | — | — | — | (4) |
| Mondi share schemes’ charge (see note 24) | — | — | 9 | — | — | — | 9 |
| Issue of shares under employee share schemes | — | — | (9) | — | — | — | (9) |
| At 31 December 2024 | (456) | (59) | 19 | — | 667 | 27 | 198 |

A description of the nature and purpose of each reserve is provided below. The accounting policies applied to each reserve are further

described in note 35.

Cumulative translation adjustment reserve

Exchange differences arising on the translation of the Group’s non-euro operations into the presentation currency of the Group are

recognised in other comprehensive income and accumulated in the cumulative translation adjustment reserve. The cumulative amount

is reclassified to profit or loss only on disposal or partial disposal of the non-euro operation.

Post-retirement benefits reserve

Actuarial gains and losses and the return on plan assets arising from the Group’s defined benefit pension and post-retirement medical

plans are recognised in other comprehensive income and accumulated in the post-retirement benefits reserve. Remeasurements recorded

in other comprehensive income are not recycled to the consolidated income statement, but those amounts recognised in other

comprehensive income may be transferred to retained earnings within equity.

Share-based payment reserve

The share-based payment reserve is used to recognise the grant date fair value of options issued to employees but not exercised

and the grant date fair value of shares awarded to employees but not yet vested.

Cash flow hedge reserve

The cash flow hedge reserve is used to recognise the effective portion of changes in the fair value of derivative financial instruments

that are designated as hedges of future cash flows.

Merger reserve

The merger reserve was recognised in respect of the demerger from Anglo American plc in 2007 and the simplification of the dual-listed

company structure in 2019.

Other sundry reserves

The other sundry reserves comprise various other reserves, which individually are not material and typically are not subject

to material changes.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
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#### 24 Share-based payments

#### Mondi

#### share awards

The  Group has established its own share-based payment arrangements to incentivise employees. Further details of the  Group’s  share

schemes are set out in the Remuneration report on page  [120](#i367f1c1f9dce4ea2a1848551622e146d_18-0-1-7-577759).

The fair values of the share awards granted under the  Mondi schemes are calculated with reference to the facts and assumptions

presented below:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | BSP 2024 | BSP 2023 | BSP 2022 |
| Date of grant | 3 May 2024 | 6 March 2023 | 10 March 2022 |
| Vesting period (years) | 3 | 3 | 3 |
| Expected leavers p.a. (%) | 5 | 5 | 5 |
| Grant date fair value per instrument (GBP) | 15.64 | 13.98 | 14.03 |
| Grant date fair value per instrument (ZAR) | 363.00 | 306.00 | 281.55 |
| Number of shares conditionally awarded | 299,272 | 596,448 | 541,730 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | LTIP 2024 | LTIP 2023 | LTIP 2022 |
| Date of grant | 3 May 2024 | 6 March 2023 | 10 March 2022 |
| Vesting period (years) | 3 | 3 | 3 |
| Expected leavers p.a. (%) | 5 | 5 | 5 |
| Grant date fair value per instrument (GBP) |  |  |  |
| ROCE component | 15.64 | 13.98 | 14.03 |
| TSR component 1 | 3.91 | 3.50 | 3.51 |
| EPS component | 15.64 | 13.98 | — |
| Grant date fair value per instrument (ZAR) |  |  |  |
| ROCE component | 363.00 | 306.00 | 281.55 |
| TSR component 1 | 90.75 | 76.50 | 70.39 |
| EPS component | 363.00 | 306.00 | — |
| Number of shares conditionally awarded | 635,790 | 613,826 | 614,253 |

Note:

1 The base fair value has been adjusted for contractually determined market-based performance conditions.

Since the 2023 LTIP grant, performance has been assessed against ROCE, relative TSR and an additional EPS metric. The inclusion of

this growth metric, together with ROCE and relative TSR, provides a more rounded assessment of performance.

All of these scheme awards will be settled at the end of the vesting cycle in either the award of ordinary shares in Mondi plc or the award

of nil-cost options to ordinary shares in Mondi plc. The Group has no obligation to settle the awards made under these schemes in cash.

An amount equal to the dividends that would have been paid on Bonus Share Plan (BSP) and Long-Term Incentive Plan (LTIP) share

awards during the holding period is paid to participants upon vesting.

The total fair value charge in respect of all the Mondi share awards for the year ended 31 December is made up as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| € million | 2024 | 2023 |
| Bonus Share Plan | 7 | 6 |
| Long-Term Incentive Plan | 2 | 3 |
| Total share-based payment expense | 9 | 9 |

The weighted average share price of share awards that vested during the period is as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2023 |
| London Stock Exchange | GBP14.62 | GBP14.00 |
| Johannesburg Stock Exchange | ZAR352.85 | ZAR308.52 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
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| --- | --- | --- |
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| 180 |
|  |  |  |

#### Notes to the consolidated financial statements

for the

#### year ended 31 December 2024



#### continued

#### 24 Share-based payments



#### continued

A reconciliation of share award movements for the Mondi share schemes is shown below:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| number of shares | BSP | LTIP |
| At 1 January 2023 | 879,083 | 1,498,338 |
| Shares conditionally awarded | 596,448 | 613,826 |
| Shares vested | (159,633) | (226,044) |
| Shares lapsed | (85,841) | (389,797) |
| At 31 December 2023 | 1,230,057 | 1,496,323 |
| Shares conditionally awarded | 299,272 | 635,790 |
| Shares vested | (229,107) | (246,560) |
| Shares lapsed | (7,581) | (165,057) |
| At 31 December 2024 | 1,292,641 | 1,720,496 |

#### 25 Retirement benefits

The Group operates post-retirement defined contribution, post-retirement defined benefit pension plans, and post-retirement

medical plans.

#### Defined contribution plans

The assets of the defined contribution plans are held separately in independently administered funds. The charge in respect of

these plans of € 14 million (2023 :  €14 million ) is calculated on the basis of the contribution payable by the  Group in the financial year.

There were no material outstanding or prepaid contributions recognised in relation to these plans as at the reporting dates presented.

The expected contributions to be paid to defined contribution plans during  2025 are  € 15 million.

#### Defined benefit pension plans and post-retirement medical plans

The Group operates in excess of 100 defined benefit retirement plans across its global operations. A large proportion of the Group’s

defined benefit plans are closed to new members.

The majority of these plans are unfunded and provide pensions and severance benefits to members of those plans.

The most significant unfunded defined benefit plans are operated in Austria and Germany, and funded plans are operated primarily

in Canada and the UK.  These plans are established in accordance with applicable local labour legislation and/or collective agreements

with participating employees.

The benefits are based on a variety of factors, the most significant of which are a combination of pensionable service and final salary.

A number of these plans also provide additional benefits in the event of death in service, disability or ill-health retirement, which are

derived from the final salary benefit formula.

The assets of the funded plans are held separately in independently administered funds, in accordance with statutory requirements or

local practice where those funds are operated. The boards of trustees of these plans are required to act in the best interests of the plans

and all relevant stakeholders of the plans (active employees, inactive employees, retirees and employers), and are responsible for the

Investment policy with regard to the assets of the plans.

The post-retirement medical plans provide health benefits to retired employees and certain of their dependants. Eligibility for cover

is dependent upon certain criteria. The South African plan is unfunded and has been closed to new participants since 1 January 1999.

Except for the actuarial risks set out below, the Group has not identified any additional specific risks in respect of these plans.

In June 2023, the UK High Court ruled that certain historical amendments for contracted out defined benefit schemes will be void unless

the scheme actuary had confirmed, when the amendment was made, that the pension scheme would continue to satisfy the statutory

standard for contracted-out schemes. Following a hearing in late June 2024, the UK Court of Appeal issued a judgement on 25 July 2024

upholding this ruling. The Trustees of the Group’s two UK Pension Schemes have recently undertaken Section 37 Reviews through their

lawyers and have confirmed that there is no material risk to either of the schemes resulting from historical deed amendments.

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|  |  |  |
|  |  |  |
| 181 |
|  |  |  |

Defined benefit plans typically expose the Group to the following actuarial risks:

|  |  |
| --- | --- |
|  |  |
| Investment risk (asset volatility) | The present value of the net retirement benefit liability/asset is calculated using a discount rate  determined by reference to high-quality bond yields. If the return on plan assets is below this  rate, it will create a plan deficit that needs to be funded/guaranteed by the employer. |
| Interest risk | A decrease in the bond interest rate will increase plan liabilities; however, this will be partially  offset by an increase in the value of the plan’s fixed rate debt instruments. |
| Longevity risk | The present value of the net retirement benefit liability/asset is calculated by reference to the  best estimate of the mortality of plan participants both during and after their employment.  An increase in the life expectancy of the plan participants will increase the plan liabilities. |
| Salary risk | The present value of the net retirement benefit liability/asset is calculated by reference to the  expected future salaries of plan participants. An increase in the salary of the plan participants will  increase the plan liabilities. |
| Medical cost inflation risk | The present value of the post-retirement medical plans is calculated by reference to expected  future medical costs. An increase in medical cost inflation will increase the plan liabilities. |

Independent qualified actuaries carry out full valuations every year using the projected unit credit method.

#### Actuarial assum

p

#### tions

The weighted average principal assumptions used in the actuarial valuations are detailed below:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 2024 | | | 2023 | | |
| % | Europe | South  Africa | Other  regions 1 | Europe | South  Africa | Other  regions 1 |
| Discount rate | 3.9 | 10.2 | 8.1 | 3.6 | 10.8 | 18.1 |
| Rate of inflation | 2.4 | 5.6 | 5.0 | 2.5 | 6.1 | 14.8 |
| Rate of increase in salaries | 2.8 | 6.5 | 6.8 | 2.7 | 7.1 | 15.9 |
| Rate of increase of pensions in payment | 2.6 | — | 2.0 | 2.7 | — | — |
| Expected average increase of medical costs | — | 7.0 | — | — | 8.7 | — |

Note:

1 The change in actuarial assumptions in other regions is mainly due to the pension plan related to the Hinton Pulp mill acquired in February 2024.

The assumption for the discount rate for plan liabilities is based on AA corporate bonds which are of a suitable duration and currency.

In South Africa, the discount rate assumption has been based on the zero coupon government bond yield curve.

#### Mortality assumptions

The assumed remaining life expectancies on retirement at age 65 are:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 2024 | | | 2023 | | |
| years | Europe | South  Africa | Other  regions | Europe | South  Africa | Other  regions |
| Retiring today |  |  |  |  |  |  |
| Males | 13.6-25.0 | 16.3 | 15.3-22.0 | 13.6-23.3 | 16.3 | 15.3-20.7 |
| Females | 17.5-28.7 | 20.4 | 17.7-25.0 | 17.5-25.8 | 20.4 | 17.7-25.3 |
| Retiring in 20 years |  |  |  |  |  |  |
| Males | 13.6-27.5 | 16.3 | 15.3-24.0 | 13.6-26.6 | 18.7 | 15.3-20.0 |
| Females | 17.5-31.1 | 20.4 | 17.7-26.0 | 17.5-28.8 | 23.0 | 17.7-25.3 |

The mortality assumptions have been based on published mortality tables in the relevant jurisdictions.

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#### Notes to the consolidated financial statements

for the

#### year ended 31 December 2024



#### continued

#### 25 Retirement benefits



#### continued

The amounts recognised in the consolidated statement of financial position are determined as follows:

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | 2024 | | | | 2023 | | | |
| € million | Europe | South  Africa | Other  regions | Total | Europe | South  Africa | Other  regions | Total |
| Present value of unfunded liabilities | (97) | (29) | (14) | (140) | (97) | (29) | (14) | (140) |
| Present value of funded liabilities | (78) | — | (43) | (121) | (84) | — | — | (84) |
| Present value of plan liabilities | (175) | (29) | (57) | (261) | (181) | (29) | (14) | (224) |
| Fair value of plan assets | 63 | — | 40 | 103 | 70 | — | — | 70 |
| Plan liabilities net of plan assets | (112) | (29) | (17) | (158) | (111) | (29) | (14) | (154) |
|  |  |  |  |  |  |  |  |  |
| Amounts reported in consolidated  statement of financial position |  |  |  |  |  |  |  |  |
| Defined benefit pension plans | 3 | — | — | 3 | 5 | — | — | 5 |
| Net retirement benefits asset | 3 | — | — | 3 | 5 | — | — | 5 |
| Defined benefit pension plans | (115) | — | (17) | (132) | (116) | — | (14) | (130) |
| Post-retirement medical plans | — | (29) | — | (29) | — | (29) | — | (29) |
| Net retirement benefits liability | (115) | (29) | (17) | (161) | (116) | (29) | (14) | (159) |

The changes in the present value of defined benefit liabilities and fair value of plan assets are as follows:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | Defined benefit liabilities | | Fair value of plan assets | | Net liability | |
| € million | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 |
| At 1 January | (224) | (220) | 70 | 73 | (154) | (147) |
| Included in consolidated income statement |  |  |  |  |  |  |
| Current service cost | (7) | (4) | — | — | (7) | (4) |
| Past service cost | (1) | — | — | — | (1) | — |
| Loss from settlement | — | (1) | (1) | — | (1) | (1) |
| Interest | (14) | (11) | 5 | 3 | (9) | (8) |
| Included in consolidated statement of comprehensive income |  |  |  |  |  |  |
| Remeasurement gains/(losses) | 3 | (20) | — | — | 3 | (20) |
| Return on plan assets | — | — | (5) | (3) | (5) | (3) |
| Acquired through business combinations (see note 26) | (38) | (3) | 38 | — | — | (3) |
| Contributions paid by employer | — | — | 2 | 2 | 2 | 2 |
| Benefits paid | 22 | 28 | (7) | (6) | 15 | 22 |
| Currency movements | (2) | 7 | 1 | 1 | (1) | 8 |
| At 31 December | (261) | (224) | 103 | 70 | (158) | (154) |

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The expected maturity analysis of undiscounted retirement benefits is as follows:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 2024 | | | 2023 | | |
| € million | Defined benefit  pension plans | Post-retirement  medical plans | Total | Defined benefit  pension plans | Post-retirement  medical plans | Total |
| Less than a year | 12 | 3 | 15 | 10 | 3 | 13 |
| Between one and two years | 9 | 4 | 13 | 10 | 3 | 13 |
| Between two to five years | 27 | 11 | 38 | 29 | 11 | 40 |
| After five years | 225 | 138 | 363 | 148 | 135 | 283 |

The weighted average duration of the defined retirement benefits liability for South Africa is 7 years (2023:  7 years), Europe 10 years

(2023: 10 years) and other regions 18 years (2023 :  15 years).

It is expected that the Group’s share of contributions will increase as the schemes’ members age. The expected contributions to be paid

to defined benefit pension plans and post-retirement medical plans during 2025 are €14 million .

The market values of the plan assets in these plans are detailed below:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 2024 | | | 2023 | | |
| € million | Quoted | Unquoted | Total | Quoted | Unquoted | Total |
| External equity | — | 15 | 15 | — | — | — |
| Bonds | — | 23 | 23 | — | 3 | 3 |
| Insurance contracts | — | 58 | 58 | — | 64 | 64 |
| Cash | 1 | — | 1 | 3 | — | 3 |
| Other | — | 6 | 6 | — | — | — |
| Fair value of plan assets | 1 | 102 | 103 | 3 | 67 | 70 |

The majority of the Group's plan assets are located in UK and Canada pension schemes.

The UK pension schemes are closed, have no active members and have undertaken ‘buy-ins’ in 2022 and 2023 by purchasing insured

annuity contracts to fund their future liabilities. The next stage for the two UK pension schemes is to complete buy-outs by transferring

their liabilities to third parties, followed by the closure of these schemes. The purchased insured annuity contracts exactly fund the future

payment benefits of the scheme, eliminating the risks for future scheme deficits.

As part of the acquisition of Hinton Pulp mill in Alberta (Canada) from West Fraser Timber Co. Ltd the Group was required to establish a

registered pension plan to replace the prior plan sponsored by West Fraser Mills Ltd. The plan has been established for all transferred

employees who participated in the prior plan sponsored by West Fraser Mills Ltd for service from and after the closing date.

The fair values of plan assets are determined in accordance with IAS 19.

The actual return on plan assets in respect of defined benefit plans was €nil (2023: €nil).

The market value of assets is used to determine the funding level of the plans and is sufficient to cover 85% (2023: 83%) of the benefits which

have accrued to members, after allowing for expected increases in future earnings and pensions. Companies within the Group are paying

contributions at rates agreed with the plans’ trustees and in accordance with local independent actuarial advice and statutory provisions.

In certain jurisdictions, Group plans are subject to minimum funding requirements. At  31 December 2024, these minimum funding

requirements did not give rise to the recognition of any additional liabilities.

#### Sensitivity analyses

The sensitivity analyses below have been determined based on reasonably possible changes to the respective assumptions occurring

at the end of the financial year, while holding all other assumptions constant.

The sensitivity analyses may not be representative of the actual changes in the net retirement benefits asset/(liability), as it is unlikely that

the changes in assumptions would occur in isolation of one another and some of the assumptions may be inter-related. The projected

unit credit method was used to calculate the sensitivity analyses below.

The sensitivity table is based on a 1% change by reference to the movement in actuarial assumptions in the tables above; however,

the estimates may vary by greater amounts. Therefore, the Board considers the retirement benefit obligations a significant

accounting estimate.

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| --- | --- | --- |
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|  |  |  |
| 184 |
|  |  |  |

#### Notes to the consolidated financial statements

for the

#### year ended 31 December 2024



#### continued

#### 25 Retirement benefits



#### continued

|  |  |  |
| --- | --- | --- |
|  |  |  |
| € million | 1% increase | 1% decrease |
| Discount rate |  |  |
| (Decrease)/increase in current service cost | (1) | 2 |
| (Decrease)/increase in net retirement benefits liability | (26) | 32 |
| Rate of inflation |  |  |
| Increase in current service cost | 1 | — |
| Increase/(decrease) in net retirement benefits liability | 16 | (12) |
| Rate of increase in salaries |  |  |
| Increase in current service cost | 1 | — |
| Increase/(decrease) in net retirement benefits liability | 9 | (6) |
| Rate of increase of pensions in payment |  |  |
| Decrease in current service cost | 2 | — |
| Increase/(decrease) in net retirement benefits liability | 8 | (6) |
| Medical cost trend rate |  |  |
| Decrease in aggregate of the current service cost and interest cost | — | — |
| Increase/(decrease) in net retirement benefits liability | 1 | (1) |
| Mortality rates | 1-year increase |  |
| Decrease in current service cost | (1) |  |
| Increase in net retirement benefits liability | (8) |  |

#### 26 Business combinations

To

#### 31 December 2024

On 5 February 2024, the Group announced the completion of the acquisition of Hinton Pulp mill in Alberta (Canada) from West Fraser

Timber Co. Ltd (West Fraser) for an agreed consideration of USD 5 million, before working capital adjustments. The mill has the capacity

to produce around 250,000 tonnes of pulp per annum and will provide the Group with access to local, high-quality fibre from a well-

established wood basket as part of a long-term partnership with West Fraser. The Group intends to invest in the mill to improve

productivity and sustainability performance and, subject to pre-engineering and permitting, expand the facility primarily with a new kraft

paper machine which will integrate its paper bag operations in the Americas and support future growth.

Hinton's revenue for the year ended 31 December 2024 was €115 million with a loss after tax of €21 million. Since the date of acquisition,

Hinton's revenue of €102 million and a loss after tax of €17 million have been included in the consolidated income statement.

Details of the net assets acquired, as adjusted from book to fair value, are as follows:

|  |  |
| --- | --- |
|  |  |
| € million | Fair value |
| Net assets acquired |  |
| Property, plant and equipment | 4 |
| Inventories | 15 |
| Trade and other receivables | 17 |
| Total assets | 36 |
| Trade and other payables | (11) |
| Deferred tax liabilities | (4) |
| Other provisions | (2) |
| Total liabilities | (17) |
|  |  |
| Net assets acquired | 19 |
| Gain on purchase before transaction-related costs | (13) |
| Net cash paid per consolidated statement of cash flows | 6 |

Transaction costs of €4 million were charged to other net operating expenses in the consolidated income statement.

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|  |  |  |

The acquisition is a purchase of assets that constitutes a business accounted for under IFRS 3, 'Business Combinations'. The purchase

price allocation resulted in a net gain on purchase of €9 million, net of transaction-related costs, as the fair value of net assets acquired

was in excess of the consideration paid. The gain on purchase is attributable to the mill’s loss-making operations at the time of the

transaction and the need for investment to improve productivity and sustainability performance. The gain was recognised in other net

operating expenses in the consolidated income statement.

The fair values of assets acquired and liabilities assumed in business combinations are level 3 measures in terms of the fair value

measurement hierarchy. Property, plant and equipment has been measured at fair value using relevant valuation methods accepted under

IFRS 13, 'Fair Value Measurement', with related deferred tax adjustments. Management has considered the impact of environmental and

climate risks on the estimated fair values of Hinton's property, plant and equipment. These considerations did not have a material impact.

To

#### 31 December 2023

On 12 January 2023, the Group completed the acquisition of the Duino mill near Trieste (Italy) from the Burgo Group. Details of this

business combination were disclosed in note 25 of the Group’s Integrated report and financial statements 2023.

#### 27 Consolidated cash flow analysis

#### (a) Reconciliation of profit before tax to cash generated from operations

|  |  |  |
| --- | --- | --- |
|  |  |  |
| € million | 2024 | 2023 |
| Profit before tax from continuing operations | 378 | 682 |
| Depreciation and amortisation | 443 | 408 |
| Impairment of property, plant and equipment (not included in special items) | — | 3 |
| Share-based payments | 9 | 9 |
| Net cash flow effect of current and prior year special items | 116 | 17 |
| Net finance costs | 70 | 73 |
| Net monetary loss/(gain) arising from hyperinflationary economies | 5 | (2) |
| Net loss from joint ventures | 3 | 5 |
| Impairment of investments in joint ventures | — | 5 |
| Increase/(decrease) in provisions | 13 | (17) |
| Decrease in net retirement benefits | (8) | (19) |
| Net movement in working capital | (108) | 229 |
| (Increase)/decrease in inventories | (70) | 389 |
| (Increase)/decrease in operating receivables | (140) | 56 |
| Increase/(decrease) in operating payables | 102 | (216) |
| Fair value gains on forestry assets | (7) | (128) |
| Felling costs | 92 | 87 |
| Net gain on disposal of property, plant and equipment | (12) | (13) |
| Insurance reimbursements for property damages | (13) | (17) |
| Other adjustments | (11) | (10) |
| Cash generated from continuing operations | 970 | 1,312 |

#### (b) Cash and cash equivalents

|  |  |  |
| --- | --- | --- |
|  |  |  |
| € million | 2024 | 2023 |
| Cash and cash equivalents per consolidated statement of financial position | 278 | 1,592 |
| Bank overdrafts included in short-term borrowings | (9) | — |
| Cash and cash equivalents per consolidated statement of cash flows | 269 | 1,592 |

The cash and cash equivalents of  €278 million  (2023 :  €1,592 million ) include money market funds of € 50 million  ( 2023 :  € 840 million)

valued at fair value through profit and loss, with the remaining balance carried at amortised cost with fair values approximate to the

carrying values presented.

The  Group operates in certain countries where the existence of exchange controls or access to hard currency may restrict the use

of certain cash balances outside of those countries. These restrictions are not expected to have any material effect on the  Group’s ability

to meet its ongoing obligations.

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#### Notes to the consolidated financial statements

for the

#### year ended 31 December 2024



#### continued

#### 27 Consolidated cash flow analysis



#### continued

#### (c) Movement in net debt

The Group’s net debt position is as follows:

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| € million | Cash and  cash  equivalents | Current  financial  asset  investments 1 | Subtotal | Debt due  within 1 year 2 | Debt due  after 1 year | Debt-related  derivative  financial  instruments1 | Subtotal | Total net  debt |
| At 1 January 2023 | 1,061 | 1 | 1,062 | (96) | (1,970) | (7) | (2,073) | (1,011) |
| Cash flow | 336 | — | 336 | 40 | — | 77 | 117 | 453 |
| Cash movement from continuing  operations | (248) | — | (248) | — | — | — | — | (248) |
| Proceeds from borrowings | — | — | — | (16) | — | — | (16) | (16) |
| Repayment of borrowings | — | — | — | 33 | — | — | 33 | 33 |
| Repayment of lease liabilities | — | — | — | 22 | — | — | 22 | 22 |
| Net cash outflow from debt-related  derivative financial instruments | — | — | — | — | — | 77 | 77 | 77 |
| Discontinued operations | 584 | — | 584 | 1 | — | — | 1 | 585 |
| Additions to lease liabilities | — | — | — | (14) | (18) | — | (32) | (32) |
| Disposal of lease liabilities | — | — | — | 2 | 6 | — | 8 | 8 |
| Movement in unamortised loan costs | — | — | — | (1) | (2) | — | (3) | (3) |
| Net movement in fair value of  derivative financial instruments | — | — | — | — | — | (63) | (63) | (63) |
| Reclassification | — | — | — | (519) | 519 | — | — | — |
| Elimination of assets and liabilities  previously classified as held for sale | 320 | — | 320 | (1) | (23) | — | (24) | 296 |
| Currency movements | (125) | — | (125) | 30 | 28 | — | 58 | (67) |
| At 31 December 2023 | 1,592 | 1 | 1,593 | (559) | (1,460) | 7 | (2,012) | (419) |
| Cash flow | (1,311) | — | (1,311) | 535 | (496) | 47 | 86 | (1,225) |
| Cash movement from continuing  operations | (1,311) | — | (1,311) | — | — | — | — | (1,311) |
| Proceeds from Eurobonds | — | — | — | — | (496) | — | (496) | (496) |
| Repayment of Eurobonds | — | — | — | 500 | — | — | 500 | 500 |
| Proceeds from borrowings | — | — | — | (9) | (215) | — | (224) | (224) |
| Repayment of borrowings | — | — | — | 18 | 215 | — | 233 | 233 |
| Repayment of lease liabilities | — | — | — | 26 | — | — | 26 | 26 |
| Net cash outflow from debt-related  derivative financial instruments | — | — | — | — | — | 47 | 47 | 47 |
| Additions to lease liabilities | — | — | — | (11) | (19) | — | (30) | (30) |
| Disposal of lease liabilities | — | — | — | — | 2 | — | 2 | 2 |
| Movement in unamortised loan costs | — | — | — | — | (2) | — | (2) | (2) |
| Net movement in fair value of  derivative financial instruments | — | — | — | — | — | (49) | (49) | (49) |
| Reclassification | — | — | — | (25) | 25 | — | — | — |
| Currency movements | (12) | (1) | (13) | 6 | (2) | — | 4 | (9) |
| At 31 December 2024 | 269 | — | 269 | (54) | (1,952) | 5 | (2,001) | (1,732) |

Notes:

1 Included in financial instruments in the consolidated  statement of financial position.

2 Excludes bank overdrafts of €9 million  ( 2023 :  €nil), which are included in cash and cash equivalents (see note  27b ).

The Group  incurred interest expense of  €107 million  (2023: € 122 million) in relation to bank overdrafts, loans and lease liabilities.

Included in this expense is € 35 million  (2023: €53 million) relating to forward exchange rates on derivative contracts and interest paid

on borrowings of €44 million  (2023: €50 million ).

|  |  |  |  |  |
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#### 28 Russian operations (discontinued operations)

The Group has concluded its exit from Russia with the completion of the disposal of the packaging converting operations and the

Syktyvkar mill on 30 June 2023 and 4 October 2023 respectively. The net proceeds from the sale of the  Russian assets were distributed

to shareholders on 13 February 2024 by way of a special dividend (see notes 9, 10 , and 23 for further details).

#### Syktyvkar

#### mill

On 17 September 2023, the Group announced that it had entered into an agreement to sell its Syktyvkar mill to Sezar Invest LLC (Sezar

Invest) for a total cash consideration of RUB 80 billion. The disposal was completed and ownership of the Syktyvkar mill was transferred

to Sezar Invest on 4 October 2023 after the Group had received RUB 57 billion (€547 million) into its London bank account and a letter

of credit for the remaining RUB 23 billion. The final two instalments of the consideration for RUB 23 billion (€229 million) were received

in November and December 2023 respectively, resulting in total proceeds received in cash of €776 million.

|  |  |
| --- | --- |
|  |  |
| € million | 2023 |
| Proceeds from the disposal of business, net of cash and cash equivalents | 389 |
| Cash and cash equivalents disposed | 387 |
| Consideration in cash | 776 |
| Carrying amount of net assets disposed | (875) |
| Loss on reclassification of foreign currency translation reserve | (599) |
| Related transaction costs | (12) |
| Loss on disposal of business, net of related transaction costs and tax | (710) |

#### Packaging converting operations

On 30 June 2023, the Group completed the sale of its three Russian packaging converting operations to the Gotek Group for a

consideration of RUB 1.6 billion resulting in proceeds of €30 million. The three packaging converting operations comprise a corrugated

solutions plant, LLC Mondi Lebedyan, and two consumer flexibles plants, LLC Mondi Aramil and LLC Mondi Pereslavl.

|  |  |
| --- | --- |
|  |  |
| € million | 2023 |
| Proceeds from the disposal of business, net of cash and cash equivalents | 12 |
| Cash and cash equivalents disposed | 18 |
| Consideration in cash | 30 |
| Carrying amount of net assets disposed | (40) |
| Loss on reclassification of foreign currency translation reserve | (34) |
| Related transaction costs | (2) |
| Loss on disposal of business, net of related transaction costs and tax | (46) |

#### Financial performance

The financial performance and cash flow information of the discontinued operations are set out in the tables below and cover the period

until the respective dates of disposal in 2023:

|  |  |
| --- | --- |
|  |  |
| € million | 2023 |
| External revenue | 709 |
| Expenses | (561) |
| Profit before tax | 148 |
| Related tax charge | (47) |
| Profit for the year of discontinued operations | 101 |
| Loss on sale of business, net of related transaction costs and tax | (756) |
| Loss from discontinued operations attributable to shareholders | (655) |
| Exchange differences on translation of discontinued non-euro operations | (227) |
| Reclassification of foreign currency translation reserve to consolidated income statement on disposal of businesses of  discontinued operations | 633 |
| Other comprehensive income from discontinued operations attributable  to shareholders | 406 |
| Total comprehensive expense from discontinued operations attributable  to shareholders | (249) |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
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| 188 |
|  |  |  |

#### Notes to the consolidated financial statements

for the

#### year ended 31 December 2024



#### continued

#### 28 Russian operations (discontinued operations)



#### continued

Ea

#### rnings per share (EPS) from discontinued operations attributable to shareholders

|  |  |
| --- | --- |
|  |  |
| euro cents | 2023 |
| Basic EPS | (135.0) |
| Diluted EPS | (135.0) |

#### Cash flow statement

|  |  |
| --- | --- |
|  |  |
| € million | 2023 |
| Net cash generated from operating activities | 223 |
| Net cash generated from investing activities 1 | 368 |
| Net cash used in financing activities | (7) |
| Net increase in cash and cash equivalents of discontinued operations | 584 |

Note:

1 Includes proceeds from the sale of the Russian operations of €806 million less cash disposed of €405 million.

#### 29 Capital commitments

Capital expenditure contracted for at the end of the financial year but not recognised as liabilities is as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| € million | 2024 | 2023 |
| Property, plant and equipment | 371 | 632 |
| Intangible assets | 1 | 2 |
| Total capital commitments | 372 | 634 |

#### 30 Contingent liabilities

The Group’s contingent liabilities as at  31 December 2024 were  €nil ( 2023 : € 3 million ). No acquired contingent liabilities have been

recorded in the  Group’s  consolidated  statement of financial position for either year presented.

#### 31 Financial instruments

The Group’s trading and financing activities expose it to various financial risks that, if left unmanaged, could adversely impact current or

future earnings. Although not necessarily mutually exclusive, these financial risks are categorised separately according to their different

generic risk characteristics and include market risk (foreign exchange risk and interest rate risk), credit risk and liquidity risk. The  Group

manages all of these financial risks in order to minimise their potential adverse impact on the Group’s financial performance.

The principles, practices and procedures governing the  Group-wide financial risk management process have been approved by the

Board and are overseen by the Executive Committee. In turn, the Executive Committee delegates authority to a central Treasury function

(Group Treasury) for the practical implementation of the financial risk management process across the Group and for ensuring that

the Group’s entities adhere to specified financial risk management policies. Group Treasury continually reassesses and reports on the

financial risk environment, identifying, evaluating and hedging financial risks by entering into derivative contracts with counterparties

where appropriate. The Group does not take speculative positions on derivative contracts.

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#### (a) Financial instruments by category

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| 2024/€ million | Fair value  hierarchy 1 | At amortised  cost | At fair value  through profit or  loss | Total |
| Financial assets |  |  |  |  |
| Trade and other receivables 2 |  | 1,069 | — | 1,069 |
| Financial asset investments | Level 2 | 16 | 13 | 29 |
| Derivative financial instruments | Level 2 | — | 10 | 10 |
| Cash and cash equivalents | Level 1 | 228 | 50 | 278 |
| Total |  | 1,313 | 73 | 1,386 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| 2023/€ million | Fair value  hierarchy 1 | At amortised  cost | At fair value  through profit or  loss | Total |
| Financial assets |  |  |  |  |
| Trade and other receivables 2 |  | 1,015 | — | 1,015 |
| Financial asset investments | Level 2 | 16 | 13 | 29 |
| Derivative financial instruments | Level 2 | — | 13 | 13 |
| Cash and cash equivalents | Level 1 | 752 | 840 | 1,592 |
| Total |  | 1,783 | 866 | 2,649 |

Notes:

1 Fair value hierarchy level is disclosed for financial assets measured at fair value through profit or loss.

2 Excludes tax, social security and prepayments.

The fair values of financial assets investments represent the published prices of the securities concerned.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| 2024/€ million | Fair value  hierarchy 1 | At amortised  cost | At fair value  through profit or  loss | At fair value  through OCI | Total |
| Financial liabilities |  |  |  |  |  |
| Borrowings – bonds |  | (1,842) | — | — | (1,842) |
| Borrowings – loans and overdrafts |  | (45) | — | — | (45) |
| Borrowings – lease liabilities 2 |  | (128) | — | — | (128) |
| Trade and other payables 3 |  | (1,204) | — | — | (1,204) |
| Derivative financial instruments | Level 2 | — | (8) | (1) | (9) |
| Total |  | (3,219) | (8) | (1) | (3,228) |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| 2023/€ million | Fair value  hierarchy 1 | At amortised  cost | At fair value  through profit or  loss | At fair value  through OCI | Total |
| Financial liabilities |  |  |  |  |  |
| Borrowings – bonds |  | (1,845) | — | — | (1,845) |
| Borrowings – loans and overdrafts |  | (49) | — | — | (49) |
| Borrowings – lease liabilities 2 |  | (125) | — | — | (125) |
| Trade and other payables 3 |  | (1,146) | — | — | (1,146) |
| Derivative financial instruments | Level 2 | — | (4) | — | (4) |
| Total |  | (3,165) | (4) | — | (3,169) |

Notes:

1 Fair value hierarchy level is disclosed for financial liabilities measured at fair value through profit or loss.

2 Lease liabilities are financial instruments outside of scope of IFRS 9, 'Financial Instruments', and are accounted for under IFRS 16, 'Leases' (see note 35 ).

3 Excludes tax, social security and deferred income.

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#### Notes to the consolidated financial statements

for the

#### year ended 31 December 2024



#### continued

#### 31 Financial instruments



#### continued

#### (b) Fair value measurement

There have been no transfers of assets or liabilities between levels of the fair value hierarchy during the year.

Except as detailed below, the carrying values of financial instruments at amortised cost as presented in the consolidated financial

statements approximate their fair values.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Carrying amount | | Fair value | |
| € million | 2024 | 2023 | 2024 | 2023 |
| Financial liabilities |  |  |  |  |
| Borrowings | 2,015 | 2,019 | 2,010 | 1,983 |

The fair values of the Eurobonds represent level 1 fair values and are estimated with reference to the last price quoted in the secondary

market. The fair values of all other borrowings represent level 3 fair values and are estimated by discounting the future contractual cash

flows at the current market interest rate that is available to the Group  for similar financial instruments.

#### (c) Financial risk management

Market risk

The Group’s  activities expose it primarily to foreign exchange and interest rate risk. Both risks are actively monitored on a regular basis

and managed through the use of foreign exchange contracts and interest rate swaps as appropriate. Although the Group’s cash flows

are exposed to movements in key input and output prices, such movements represent the commercial rather than financial risks inherent

to the  Group.

#### Foreign exchange risk

The Group operates globally and is exposed to foreign exchange risk in the normal course of its business. Multiple currency exposures

arise from commercial transactions denominated in foreign currencies, recognised financial assets and liabilities (monetary items)

denominated in foreign currencies and translational exposure on net investments in non-euro operations.

Foreign exchange contracts

The Group’s Treasury policy requires subsidiaries to actively manage foreign currency transactional exposures against their functional

currencies by entering into foreign exchange contracts. For segmental reporting purposes, each subsidiary enters into, and accounts

for, foreign exchange contracts with Group treasury or with counterparties that are external to the Group, whichever is more

commercially appropriate.

Only material balance sheet exposures and highly probable forecast capital expenditure transactions are hedged.

Foreign currency sensitivity analysis

Foreign exchange risk sensitivity analysis has been performed on the foreign currency exposures inherent in the Group’s financial assets

and financial liabilities at the reporting dates presented, net of related foreign exchange contracts. The sensitivity analysis provides an

indication of the impact on the Group’s reported earnings of reasonably possible changes in the currency exposures embedded within

the functional currency environments that the Group operates in. In addition, an indication is provided of how reasonably possible

changes in foreign exchange rates might impact on the Group’s  equity, as a result of fair value adjustments to foreign exchange

contracts designated as cash flow hedges. Reasonably possible changes are based on an analysis of historical currency volatility,

together with any relevant assumptions regarding near-term future volatility.

Net monetary foreign currency exposures by functional currency zone for continuing operations

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Net monetary foreign currency exposures – assets/(liabilities) 1 | | | |
|  | 2024 | | 2023 | |
| € million | EUR | Other | EUR | Other |
| Functional currency zones 2 |  |  |  |  |
| Euro | — | (34) | — | (17) |
| South African rand | — | (3) | 1 | (7) |
| Egyptian pound | (31) | 1 | (79) | 1 |
| Czech koruna | 4 | (1) | (3) | — |
| Polish zloty | (9) | 7 | (5) | 2 |
| Swedish krona | — | — | (11) | 2 |
| Turkish lira | 2 | 1 | 6 | 1 |
| Other | (5) | 18 | (42) | (2) |

Notes:

1 Presented in euro, the presentation currency of the Group.

2 Net monetary exposures represent financial assets less financial liabilities denominated in currencies other than the applicable functional currency, adjusted for the effects

of foreign exchange risk hedging, excluding cash flow hedging of non-monetary assets and liabilities.

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Functional to foreign currency net monetary exposure sensitivity

Functional to foreign currency net monetary exposure sensitivity is  €1 million or less for each major currency assuming a 5% appreciation

and/or depreciation of functional currency, with the exception of euro which has an exposure sensitivity of €2 million (2023: €1 million)

and Egyptian pound of € 2 million (2023: €4 million).

#### Interest rate risk

The Group holds cash and cash equivalents, which earn interest at a variable rate, and has variable and fixed rate debt in issue.

Consequently, the Group is exposed to interest rate risk. Although the Group has fixed rate debt in issue, the Group’s  accounting policy

stipulates that all borrowings are held at amortised cost. As a result, the carrying value of fixed rate debt is not sensitive to changes in

credit conditions in the relevant debt markets, and there is, therefore, no exposure to fair value interest rate risk.

Management of cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, together with short-term highly liquid investments which have

a maturity of three months or less from the date of acquisition. Centralised cash pooling arrangements are in place, which ensure that

cash is utilised most efficiently for the ongoing working capital needs of the Group’s operating units and, in addition, to ensure that the

Group earns the most advantageous rates of interest available.

Management of variable rate debt

The Group has multiple variable rate debt facilities, of which the most significant is the Syndicated Revolving Credit Facility (see note 21).

The Group’s cash and cash equivalents act as a natural hedge to movements in the relevant interbank lending rates on its variable rate

debt, subject to any interest rate differentials that exist between the Group’s corporate saving and lending rates.

Net variable rate debt sensitivity analysis

The net variable rate exposure represents variable rate debt less the future cash outflows swapped from variable to fixed via interest

rate swap instruments and cash and cash equivalents. Reasonably possible changes in interest rates have been applied to the net

variable rate exposure, denominated by currency, in order to provide an indication of the possible impact on the Group’s consolidated

income statement.

Interest rate risk sensitivities on variable rate debt

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | Interest rate risk exposures | | | | | |
|  | 2024 | | | 2023 | | |
| € million | EUR | Other | Total | EUR | Other | Total |
| Total borrowings | 1,923 | 92 | 2,015 | 1,931 | 88 | 2,019 |
| Less: |  |  |  |  |  |  |
| Fixed rate borrowings | (1,841) | (17) | (1,858) | (1,844) | (25) | (1,869) |
| Lease liabilities | (67) | (61) | (128) | (67) | (58) | (125) |
| Cash and cash equivalents | (148) | (130) | (278) | (985) | (607) | (1,592) |
| Net variable rate debt and exposure | (133) | (116) | (249) | (965) | (602) | (1,567) |

Included in other is net variable exposure to various currencies, the most significant of which is Turkish lira (2023: Turkish lira).

The potential impact on the Group’s consolidated equity resulting from the application of a 50 basis point increase to the variable interest

rate exposure would be a profit of €1 million and vice versa for a 50 basis point reduction.

In addition to the above, the Group swaps euro debt into other currencies through the foreign exchange market using foreign exchange

contracts, which has the effect of exposing the Group to the interest rates of these currencies. The currencies swapped into/(out of)

and the amounts as at 31 December were as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| € million | 2024 | 2023 |
| Short-dated contracts with tenures of less than 12 months |  |  |
| Czech koruna | 681 | 514 |
| Pound sterling | 7 | 107 |
| Polish zloty | 515 | 552 |
| South African rand | 203 | 212 |
| Swedish krona | 179 | 61 |
| Thai baht | 74 | 70 |
| US dollar | 206 | 413 |
| Other | 171 | 160 |
| Total swapped against the euro | 2,036 | 2,089 |

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#### Notes to the consolidated financial statements

for the

#### year ended 31 December 2024



#### continued

#### 31 Financial instruments



#### continued

#### Credit risk

The Group’s principal credit risk is the risk of customers defaulting on sales invoices raised. The Group’s exposure to the credit risk

inherent in its trade receivables and the associated risk management techniques that the Group deploys in order to mitigate this risk

are discussed in note 18. Additionally, the Group has credit risk on the investment of cash and derivative transactions with certain financial

institutions. The Group Treasury manages the risk on these investments within approved credit limits.

Several Group entities have also issued certain financial guarantees to external counterparties in order to achieve competitive funding

rates for specific debt agreements entered into by other Group entities. None of these financial guarantees contractually obligates the

Group to pay more than the recognised financial liabilities in the entities concerned. As a result, these financial guarantee contracts have

no bearing on the credit risk profile of the Group as a whole.

#### Liquidity risk

Liquidity risk is the risk that the Group could experience difficulties in meeting its commitments to creditors as financial liabilities fall due

for payment. The Group manages its liquidity risk by using reasonable and retrospectively assessed assumptions to forecast the future

cash-generative capabilities and working capital requirements of the businesses it operates and by maintaining sufficient reserves,

committed borrowing facilities and other credit lines as appropriate.

The following table shows the amounts available to draw down on the Group’s committed loan facilities:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| € million | 2024 | 2023 |
| Expiry date |  |  |
| Two to five years | 750 | 750 |
| Above five years | — | 4 |
| Total committed facilities available (see note 21) | 750 | 754 |

Forecast liquidity represents the Group’s expected cash inflows, generated principally from sales made to customers, less the Group’s

expected cash outflows, related principally to the payment of employees, supplier payments and the repayment of borrowings plus the

payment of any interest accruing thereon. The matching of these cash inflows and outflows rests on the expected ageing profiles of the

underlying assets and liabilities.

Short-term financial assets and financial liabilities are represented primarily by the Group’s trade receivables and trade payables.

The matching of the cash flows that result from trade receivables and trade payables typically takes place over a period of three

to four months from recognition in the consolidated statement of financial position and is managed to ensure the ongoing operating

liquidity of the Group.

Financing cash outflows may be longer term in nature. The Group does not hold long-term financial assets to match against these

commitments, but is significantly invested in long-term non-financial assets which generate the sustainable future cash inflows, net

of future capital expenditure requirements, needed to service and repay the Group’s borrowings.

#### (d) Derivative financial instruments

At 31 December 2024 , the Group recognised total derivative assets of  €10 million  ( 2023: €13 million) and derivative liabilities of

€9 million ( 2023 :  €4 million ). The  net asset  of €1 million  ( 2023 :  € 9 million) will mature within one year.

The notional amount of € 2,719 million  (2023 : € 2,678 million) is the aggregate face value of all derivatives outstanding at the reporting

date. They do not indicate the contractual future cash flows of the derivative instruments held or their current fair value and, therefore,

do not indicate the  Group’s exposure to credit or market risks. Of the €2,719 million ( 2023: € 2,678 million) aggregate notional amount,

€2,690 million  ( 2023: €2,643 million) relates primarily to the economic hedging of foreign exchange exposures on short-term

intercompany funding balances, which are fully eliminated on consolidation.

Derivative financial instruments are not offset in the consolidated statement of financial position; however, they are subject to

International Swaps and Derivatives Association (ISDA) master netting agreements. The reduction in credit risk as a result of these

enforceable master netting arrangement or similar agreements is €4 million (2023: €4 million).

Hedging

The Group designates certain derivative financial instruments as cash flow hedges. The fair value gains/(losses) are reclassified from

the cash flow hedge reserve to the consolidated income statement in the period when the hedged transaction affects profit and loss.

For non-current non-financial assets, these gains/(losses) are included in the carrying value of the asset and depreciated over the same

useful life as the cost of the asset.

The Group  designates both the spot and forward elements of forward foreign exchange contracts to hedge its currency risk and applies

a hedge ratio of 1:1. The Group determines the existence of an economic relationship between the hedging instrument and hedged item

based on the currency, amount and timing of their respective cash flows. The Group’s  policy is for critical terms of the forward exchange

contracts to align with the hedged items and uses the same method to determine hedge ineffectiveness.

Fair value gains of €1 million (2023: losses of €1 million) were reclassified from the cash flow hedge reserve to property, plant

and equipment during the current year.

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#### 32 Related party transactions

The  Group and its subsidiaries, in the ordinary course of business, enter into various sale, purchase and service transactions with

associated undertakings in which the Group  has a material interest. These related party transactions have been contracted on an arm's

length basis.

Transactions between Mondi plc  and its subsidiaries, which are related parties, and transactions between its subsidiaries have been

eliminated on consolidation and are not disclosed in this note.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Joint ventures | |
| € million | 2024 | 2023 |
| Sales to related parties | 10 | 7 |
| Purchases from related parties | 587 | 663 |
| Trade and other receivables from related parties | 2 | 1 |
| Trade and other payables due to related parties | 72 | 86 |
| Loans receivable from related parties | 11 | 11 |

Compensation for the

#### Board

#### and key management

In accordance with IAS 24, ‘Related Party Disclosures’, key management personnel are those persons having authority and responsibility

for planning, directing and controlling the activities of the Group, directly or indirectly, and includes directors (both executive and

non‑executive) of Mondi plc. The Board and those members of the Group Executive Committee who are not directors comprise

the key management personnel of the Group. The remuneration of the directors is disclosed in the Remuneration report.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| € million | 2024 | 2023 |
| Salaries and short-term employee benefits | 6.8 | 6.1 |
| Non-executive director fees | 1.5 | 1.4 |
| Defined contribution plan payments | 0.5 | 0.5 |
| Social security costs | 1.1 | 1.1 |
| Share-based payments | 3.5 | 3.6 |
| Total | 13.4 | 12.7 |

Details of the transactions between the Group and its pension and post-retirement medical plans are disclosed in note 25.

#### 33 Group companies

Composition of the

#### Group

The subsidiaries of the  Group as at  31 December 2024 are set out in note  11  of the  Mondi plc  parent company financial statements.

All of these interests are consolidated within the Group’s  financial statements.

Refer to Mondi’s  global footprint on page [5](#i5ea205a98724483f90a2a76cf5ac789a_37)  of the overview to the Integrated report for more information on the places of operation.

A list of subsidiaries taking advantage of an exemption from audit under Section 479A of the Companies Act 2006 is disclosed in note  9

of the Mondi plc parent company financial statements.

#### Details of non-wholly owned subsidiaries

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | Proportion of ownership interests  and voting rights held by  non-controlling interests (%) | | Profit attributable to  non-controlling interests | | Equity attributable to  non-controlling interests | |
| € million, unless otherwise stated | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 |
| Mondi SCP, a.s. and its subsidiaries | 49 | 49 | 39 | 3 | 366 | 328 |
| Individually immaterial subsidiaries with  non-controlling interests |  |  | 5 | 16 | 127 | 113 |
| Total |  |  | 44 | 19 | 493 | 441 |

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#### Notes to the consolidated financial statements

for the

#### year ended 31 December 2024



#### continued

#### 33 Group companies



#### continued

Summarised financial information on the Group’s material non-wholly owned subsidiaries is as follows:

Mondi SCP, a.s. and its subsidiaries

The summarised financial information represents amounts before elimination of intra-group transactions conducted in the ordinary course

of business. The results of the subsidiary on the stand-alone basis may differ from those included in the Group. The subsidiary's

registered office as disclosed in note 11 of the  Mondi plc  parent company financial statements is also its principal place of business.

Statement of financial position

|  |  |  |
| --- | --- | --- |
|  |  |  |
| € million | 2024 | 2023 |
| Non-current assets | 643 | 676 |
| Current assets | 355 | 230 |
| Current liabilities | (153) | (150) |
| Non-current liabilities | (88) | (79) |
| Net assets | 757 | 677 |
| Equity attributable to non-controlling interests | 366 | 328 |

Income statement and statement of comprehensive income

|  |  |  |
| --- | --- | --- |
|  |  |  |
| € million | 2024 | 2023 |
| Revenue | 753 | 735 |
| Operating costs (including taxation) | (673) | (733) |
| Profit for the year | 80 | 2 |
| Attributable to non-controlling interests | 39 | 3 |
| Total comprehensive income for the year | 80 | 2 |
| Attributable to non-controlling interests | 39 | 3 |

Statement of cash flows

|  |  |  |
| --- | --- | --- |
|  |  |  |
| € million | 2024 | 2023 |
| Net cash inflow from operating activities | 134 | 29 |
| Net cash outflow from investing activities | (22) | (34) |
| Net cash outflow from financing activities | (11) | (31) |
| Net cash inflow/(outflow) | 101 | (36) |

In prior year, Mondi AG acquired 100% of the shares in Mondi Neusiedler GmbH and Ybbstaler Zellstoff GmbH for a purchase price

of €10 each from Mondi SCP, a.s. and Obaly SOLO, s.r.o. respectively on 27 February 2023, thereby increasing the Group's effective

ownership from 51% to 100% with no changes in the Group's ownership of Mondi SCP, a.s. and Obaly SOLO, s.r.o.

#### 34 Events occurring after 31 December 2024

Aside from the final ordinary dividend proposed for 2024 (see note  10 ), there have been no material reportable events since

31 December 2024 .

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#### 35 Accounting policies

#### Basis of consolidation

The  consolidated financial statements incorporate the revenues, expenses, assets, liabilities, equity and cash flows of  Mondi plc  and its

subsidiaries (the Group), and the  Group’s share of associates and joint ventures drawn up to 31 December each year. All intra-group

balances and transactions are eliminated.

A subsidiary is an entity over which the Group  has control. Control is evident where the Group is exposed to, or has rights to, variable

returns from its involvement with that entity and has the ability to affect those returns through its power over that entity.

The results of subsidiaries acquired or disposed of during the years presented are included in the  consolidated income statement

from the effective date of acquiring control or up to the effective date of disposal.

Non-controlling interests are measured, at initial recognition, as the non-controlling proportion of the fair values of the assets and

liabilities recognised at acquisition.

After initial recognition, non-controlling interests are measured as the aggregate of the value at initial recognition and their subsequent

proportionate share of profits and losses less any distributions made.

Changes in the Group’s interests in subsidiaries that do not result in a change in control are accounted for as equity transactions.

Any resulting difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration

payable or receivable is recognised directly in equity and attributed to the shareholders.

#### Foreign currency transactions and translation

Foreign currency transactions

Foreign currency transactions are translated into the functional currency of the entity that has undertaken the transaction, using the

exchange rates ruling on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in

foreign currencies are translated at the rates prevailing on the reporting date. Gains and losses arising on translation are included in the

consolidated income statement and are classified as either operating or financing consistent with the nature of the monetary item giving

rise to them.

Translation of non-euro operations

The Group’s results are presented in euro , the currency in which most of its business is conducted. On consolidation, the assets and

liabilities of the Group’s non-euro operations are translated into the presentation currency of the Group at exchange rates prevailing on

the reporting date. Income and expense items, except those which arise in countries with hyperinflationary economies (see note 7), are

translated at the average exchange rates for the month in which they occur, where these approximate the rates on the dates of the

underlying transactions. Exchange differences, if any, are recognised directly in other comprehensive income, and accumulated in the

Group’s currency translation adjustment reserve in equity. Such translation differences are reclassified to profit or loss only on disposal

or partial disposal of the non-euro operation.

#### Hyperinflation accounting (note

7)

The Group has applied IAS 29, 'Financial Reporting in Hyperinflationary Economies', to its subsidiaries in Türkiye and Lebanon, whose

functional currencies have experienced a cumulative inflation rate of more than 100% over the past three years. Assets, liabilities,

the financial position and results of non-euro operations in hyperinflationary economies are translated to euro at the exchange rates

prevailing on the reporting date. The exchange differences are recognised directly in other comprehensive income or expense, and

accumulated in the Group’s cumulative translation adjustment reserve in equity. Such translation differences are reclassified to profit

or loss only on disposal or partial disposal of the non-euro operation.

Prior to translating the financial statements of the Turkish and Lebanese operations, the non-monetary assets and liabilities stated at

historical cost are restated to account for changes in the general purchasing power of the local currencies based on the consumer price

index (Turkish operations: TÜFE, 2003=100; Lebanese operations: CPI 2013=100) published by the Turkish Statistical Institute (TURKSTAT)

and Central Administration of Statistics of the Lebanese Republic, respectively. Gains or losses resulting from the restatement of

non‑monetary assets and liabilities are recorded in the consolidated income statement as a net monetary gain or loss arising from

hyperinflationary economies. Comparative amounts presented in euro are not restated for subsequent changes in the price level

or exchange rates. The results of the Turkish and Lebanese operations are restated to the index level at the end of the period, with

hyperinflationary gains and losses being reported in net monetary gain or loss arising from hyperinflationary economies.

#### Fair value measurement

Assets and liabilities that are measured at fair value, or where the fair value of financial instruments has been disclosed in notes

to the consolidated financial statements, are based on the following fair value measurement hierarchy:

– Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities

– Level 2 – inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is,

as prices) or indirectly (that is, derived from prices)

– Level 3 – inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs)

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#### Notes to the consolidated financial statements

for the

#### year ended 31 December 2024



#### continued

#### 35 Accounting policies



#### continued

The assets measured at fair value on level 3 of the fair value measurement hierarchy are the Group’s forestry assets, as set out in note 15,

and certain assets acquired and liabilities assumed in a business combination (see note 26 ).

The fair values of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) require a

degree of estimation and judgement and are determined using generally accepted valuation techniques. These valuation techniques

maximise the use of observable market data and rely as little as possible on Group-specific estimates.

Specific valuation methodologies used to value financial instruments include the following:

– The fair values of foreign exchange contracts are calculated as the present value of expected future cash flows based on observable

yield curves and exchange rates.

– The fair values of the Group’s commodity price derivatives are calculated as the present value of expected future cash flows based

on observable market data.

– Other techniques, including discounted cash flow analysis, are used to determine the fair values of other financial instruments.

#### Segmental reporting (note

2)

The Group’s operating segments are reported in a manner consistent with the internal reporting provided to the Executive Committee,

the chief operating decision-making body. The operating segments are managed based on the nature of the underlying products

produced by those businesses and comprise three distinct segments. The number of reportable segments is the same as the number

of identified operating segments.

Measurement of operating segment revenues, profit or loss, assets and non-current non-financial assets

Each of the operating segments derives its income from the sale of manufactured products.

The operating segment measures adhere to the recognition and measurement criteria presented in the Group’s accounting policies

and are presented on an underlying basis, excluding special items. The Group has presented certain non-IFRS measures (Alternative

Performance Measures), as defined on pages [216](#i6a9112525a204fa284b113ff4d55c3ae_1467)-[218](#iae70ff6754a94d0b806b3f87f5daf61b_95-0-1-1-577759), by segment to supplement the user’s understanding. All intra-group transactions

are conducted on an arm’s length basis.

#### Revenue from contracts with customers (note

2)

Sale of goods

Revenue is recognised from the sale of goods and is measured at the amount of the transaction price received or receivable in exchange

for transferring goods. The transaction price is the expected consideration to be received, to the extent that it is highly probable that

there will not be a significant reversal of revenue in future, after deducting discounts, volume rebates, value added tax and other sales

taxes. When the period of time between delivery of goods and subsequent payment by the customer is less than one year, no

adjustment for a financing component is made.

Control of goods is passed when title and insurance risk have passed to the customer, which is typically when the goods have been

delivered to a contractually agreed location.

The incremental costs of obtaining a contract are recognised as an expense when the period of amortisation over which the costs would

have been recognised is one year or less. Otherwise, these costs are capitalised and amortised on a basis consistent with the transfer

of goods to the customer to which the asset relates.

Transport revenue

Transport revenue is recognised as a distinct performance obligation when the Group provides transport services after the point in time

after control of goods has passed to the customer. In these cases, the transport revenue is recognised over time.

#### Other income

Sale of green energy credits and emission allowances (note 17)

In certain countries the Group is subject to the European Union Trading Scheme and receives emission allowances (CO2 certificates).

Allowances are received annually and the Group is required to surrender rights equal to its actual emissions. The CO2 certificates

received from a government are recorded at a nominal amount that is usually nil. A liability is recognised when the actual emissions

exceed the emission rights granted and still held. Where excess CO2 certificates are sold to the third parties, the income is recognised

within other net operating expenses in the consolidated income statement when ownership rights pass to the buyer.

Green energy credits (GECs) are earned through investments in green projects. GECs are accounted for as government grants and are

measured at their fair value at initial recognition. GECs are recorded in inventory and are subject to an assessment of net realisable value

at the end of each reporting period. When GECs are sold above or below their carrying value the gain or loss is recorded within other

net operating expenses in the consolidated income statement when ownership rights pass to the buyer.

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Insurance reimbursements (note 11 )

Compensation for insurance reimbursements, including compensation for business interruptions and for the loss or impairment of property, plant

and equipment, is recognised within other net operating expenses in the consolidated income statement when receipt is virtually certain.

Gain on purchase of a business (note 26)

Any gain on purchase of a business is recognised within other net operating expenses in the consolidated income statement.

Fair value gains/(losses) from forestry assets (note 15)

Changes in the fair value of forestry assets are recognised within other net operating expenses in the consolidated income statement.

Investment income (note 6)

Interest income, which is derived from cash and cash equivalents and other interest-bearing financial assets, is accrued on a time

proportion basis, by reference to the principal outstanding and at the applicable effective interest rate.

#### Taxation (note

8)

The tax expense represents the sum of the current tax charge and the deferred tax charge.

Current tax

The current tax charge is based on taxable profit for the year. The Group’s asset/liability for current tax is calculated using tax rates that

have been enacted or substantively enacted by the reporting date. The Group is regularly subject to routine tax audits. Provision is made

based on the tax laws in the relevant country and the expected outcomes of any negotiations or settlements. Current tax is presented

as a special item if the corresponding taxable income/expense is accounted for as a special item.

The Group is subject to corporate taxes in a number of jurisdictions and a degree of estimation and judgement is required in determining

the appropriate tax provision for transactions where the tax treatment is uncertain. In these circumstances, the Group recognises

provisions for taxes based on information available where the anticipated liability is both probable and estimable.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on temporary differences between the carrying amount of assets and

liabilities in the Group’s consolidated financial statements and the corresponding tax bases used in the computation of taxable profits

and is accounted for using the balance sheet liability method. Deferred tax is presented as a special item if the corresponding temporary

difference arises from a special item.

Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent

that it is probable that future taxable profits will be available against which deductible temporary differences can be utilised. Such assets

and liabilities are not recognised if the temporary differences arise from the initial recognition of goodwill or from the initial recognition,

other than in a business combination, of other assets and liabilities in a transaction that affects neither the tax profit nor accounting profit

and does not give rise to equal taxable and deductible temporary differences.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, except

where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not

reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each reporting date. In considering their recoverability, the Group assesses

the likelihood of the assets being recoverable within a reasonably foreseeable timeframe. The carrying amount is reduced to the extent

that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered. Similarly, it is

increased to the extent that it becomes probable that sufficient taxable profit will be available in the future for all or part of the deferred

tax asset to be recovered.

Deferred tax is calculated at the tax rates that have been enacted or substantively enacted and which are expected to apply in the year

when the liability is settled or the asset is realised. Deferred tax is charged or credited to the consolidated income statement, except to

the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised

in other comprehensive income or directly in equity, respectively.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same tax authority and the Group intends

to settle its current tax assets and liabilities on a net basis.

The Group applies the initial recognition exemption model to account for any investment tax credits. Deferred tax is not recognised

for temporary differences relating to investment tax credits due to the availability of the initial recognition exemption.

Legislation in respect of the UK’s adoption of OECD Pillar Two Multinational Top-up Tax was substantively enacted in 2023 and applies

to the Group from 1 January 2024. Other countries in which the Group operates have brought in, or may bring in, their own domestic

Pillar Two rules. The Group continues to monitor the potential impact of these rules. Currently the impact is expected to be immaterial

on the Group’s tax charge.

The Group applies the temporary exception to recognising and disclosing information about deferred tax assets and liabilities related to

Pillar Two income taxes, as provided in the amendments to IAS 12, 'Income Taxes' – International Tax Reform – Pillar Two Model Rules

issued in May 2023.

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#### Notes to the consolidated financial statements

for the

#### year ended 31 December 2024



#### continued

#### 35 Accounting policies



#### continued

#### Earnings per share (EPS) (note

9)

Basic EPS

The basic EPS is calculated by dividing net profit attributable to ordinary shareholders by the weighted average number of Mondi plc

shares in issue during the year, net of own shares.

Diluted EPS

For diluted EPS, the weighted average number of Mondi plc ordinary shares in issue, net of own shares, is adjusted to assume conversion

of all dilutive potential ordinary shares. At present these only include share awards granted to employees. Potential or contingent share

issues are treated as dilutive when their conversion to shares would decrease EPS.

The weighted average number of ordinary shares in issue is the weighted number of shares in issue throughout the year and excludes

own shares held by employee benefit trusts. A share consolidation combined with a special dividend reduces the weighted average

number of ordinary shares in issue in the period when the transaction occurs from the date the special dividend is recognised.

EPS, if relevant, is presented separately for continuing operations and in total from continuing and discontinued operations on the face

of the consolidated income statement.

#### Non-current non-financial assets excluding goodwill, deferred tax and net retirement benefit assets

Property, plant and equipment (note 11)

Property, plant and equipment principally comprise land and buildings, plant and equipment, assets under construction and other.

Property, plant and equipment is stated at cost less accumulated depreciation and impairment. Land and assets under construction are

carried at cost less impairment. Cost includes site preparation, the purchase price of the equipment and directly attributable labour and

installation costs. Cost may also include transfers from equity of any gains or losses on qualifying cash flow hedges of foreign currency

purchases of property, plant and equipment. Borrowing costs are capitalised on qualifying assets. The capitalisation of costs ceases when

the asset is in the location and condition necessary for it to be capable of operating in the manner intended by management. Start-up

and ongoing maintenance costs are recognised immediately as an expense.

Depreciation is charged to the consolidated income statement so as to write off the cost of assets, other than freehold land and assets

under construction, over their estimated useful lives on a straight-line basis to their estimated residual values of nil or scrap value.

Depreciation commences when the assets are ready for their intended use.

Residual values and useful lives are reviewed and adjusted, if appropriate, at least annually. An adjustment is made to the estimated useful

lives of assets where climate change is anticipated to have a material impact. Estimated useful lives range from 3 years to 25 years for

items of plant and equipment and other categories and up to a maximum of 40 years for buildings.

Insurance reimbursements for the loss or impairment of property, plant and equipment are recognised within other net operating

expenses in the consolidated income statement when receipt is virtually certain.

Leases (note 12)

To the extent that a right of control exists over an identified asset subject to a lease, a right-of-use asset, representing the Group’s right

to use the underlying leased asset, is recognised within property, plant and equipment in the consolidated statement of financial position.

A corresponding lease liability, representing the Group’s obligation to make lease payments, is recognised, depending on the maturity

of the underlying lease payments, within short-term borrowings or medium- and long-term borrowings in the consolidated statement of

financial position at the commencement of the lease.

The right-of-use asset is measured initially at cost and includes the amount of initial measurement of the lease liability, any initial direct

costs incurred, including advance lease payments, and an estimate of the dismantling, removal and restoration costs required in terms

of the lease. Depreciation is charged to the consolidated income statement so as to depreciate the right-of-use asset from the

commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The lease term

shall include the period of an extension option where it is reasonably certain that the option will be exercised. Where the lease contains

a purchase option, the asset is written off over the useful life of the asset when it is reasonably certain that the purchase option will

be exercised.

The lease liability is measured at the present value of the future lease payments, including variable lease payments that depend on an index and

the exercise price of purchase options where it is reasonably certain that the option will be exercised, discounted using the interest rate implicit in

the lease, if readily determinable. If the implicit interest rate cannot be readily determined, the lessee’s incremental borrowing rate is used. Finance

charges are recognised within finance costs in the consolidated income statement over the period of the lease.

Lease expenses for leases with a duration of one year or less and low-value assets are not recognised in the consolidated statement of

financial position, and are charged to the consolidated income statement when incurred. Low-value assets are determined based on

quantitative criteria.

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Intangible assets and R&D expenditure (note 14)

Intangible assets are measured initially at purchase consideration and are amortised on a straight-line basis over their estimated useful

lives. Estimated useful lives vary between 3 years and 10 years and are reviewed at least annually.

Research expenditure is expensed in the year in which it is incurred. Development costs are capitalised when the completion of the asset

is both commercially and technically feasible and are amortised on a systematic basis over the economic life of the related development.

Development costs are recognised immediately as an expense if they do not qualify for capitalisation.

Impairment of property, plant and equipment and intangible assets

At each reporting date, the Group reviews the carrying amounts of its property, plant and equipment and intangible assets to determine

whether there is any indication that those assets are impaired. If any such indication exists, the recoverable amount of the asset is

estimated. If the recoverable amount of an asset, or cash-generating unit (CGU) to which the asset relates, is less than its carrying

amount, the carrying amount of the asset, or CGU, is reduced to its recoverable amount and an impairment recognised as an expense.

The recoverable amount of the asset, or CGU, is the higher of its fair value less costs to dispose and its value in use. In assessing value

in use, the estimated future cash flows generated by the asset are discounted to their present value using a pre-tax discount rate that

reflects current market assessments of the time value of money and the risks specific to the asset for which estimates of future cash

flows have not been adjusted. Where the asset does not generate cash flows that are independent from other assets, the Group

estimates the recoverable amount of the smallest CGU to which the asset belongs.

Where the underlying circumstances change such that a previously recognised impairment subsequently reverses, the carrying amount

of the asset, or CGU, is increased to the revised estimate of its recoverable amount. Such a reversal is limited to the carrying amount

that would have been determined (taking into account depreciation or amortisation in the intervening period) had no impairment been

recognised for the asset, or CGU, in prior years. A reversal of an impairment is recognised in the consolidated income statement.

Agriculture – owned forestry assets (note 15)

Owned forestry assets are biological assets measured at fair value less costs to sell, calculated by applying the expected selling price,

less costs to harvest and deliver, to the estimated volume of timber on hand at each reporting date. The fair value less costs to sell is

determined using a market-based approach. The estimated volume of timber on hand is determined based on the maturity profile of

the area under afforestation, the species, the geographic location, the climate and other environmental considerations and excludes

future growth. The product of these is then adjusted for risks associated with forestry assets.

Changes in fair value are recognised in the consolidated income statement within other net operating expenses. At point of harvest,

the carrying value of forestry assets is transferred to inventory and recorded as a felling cost reduction to the fair value of forestry assets.

Directly attributable costs incurred during the year of biological growth and investments in standing timber are capitalised and presented

within cash flows from investing activities.

Investments in joint ventures (note 16)

A joint venture is an entity in which the Group holds a long-term interest with contractually agreed sharing of control over the strategic,

financial and operating decisions with one or more other venturers. Typically, the Group owns between 20% and 50% of the voting equity

of its joint ventures. Investments in joint ventures are accounted for using the equity method, after initially being recognised at cost in the

consolidated statement of financial position.

The Group’s share of the profit or loss of joint ventures is recognised in net profit/(loss) from joint ventures. Any impairment is presented

adjacent to the share of the joint venture’s results in impairment of investments in joint ventures in the consolidated income statement.

Non-current assets held for sale and discontinued operations (note 28)

Non-current assets, and disposal groups, are classified as held for sale if their carrying amount will be recovered through a sale

transaction rather than through continuing use. For this to be the case, the asset (or disposal group) must be available for immediate sale

in its present condition subject only to terms that are usual and customary for sales of such assets (or disposal groups), and its sale must

be highly probable. Non-current assets, and disposal groups, classified as held for sale are measured at the lower of carrying amount

and fair value less costs to sell from the date on which these conditions are met. The deferred tax assets, assets arising from employee

benefits and financial assets are specifically exempt from this requirement.

Any resulting impairment is reported through the consolidated income statement. From the time of classification as held for sale, the

assets are no longer depreciated or amortised. Interest and other expenses attributable to the liabilities of a disposal group classified

as held for sale continue to be recognised. Comparative amounts in the consolidated statement of financial position are not adjusted.

Discontinued operations are either a separate major line of business or geographical area of operations that have been disposed of or

are part of a single coordinated plan for disposal which satisfy the held for sale criteria. The discontinued operations' net profit or loss,

other comprehensive income or expense and cash flows for current and comparative periods are presented separately in the

consolidated income statement, the consolidated statement of comprehensive income and the consolidated statement of cash flows,

including related notes to these statements. Non-current assets classified as held for sale and the assets of a disposal group classified as

held for sale are presented separately from the other assets in the consolidated statement of financial position. The liabilities of a disposal

group classified as held for sale are presented separately from other liabilities in the consolidated statement of financial position.

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#### Notes to the consolidated financial statements

for the

#### year ended 31 December 2024



#### continued

#### 35 Accounting policies



#### continued

#### Business combinations (note

26)

Identifiable net assets

The identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions,

measured initially at their fair values on the acquisition date. If the initial accounting for assets and liabilities is incomplete by the end of

the reporting period in which the combination occurs, the Group reports provisional fair values. The measurement period ends no later

than 12 months from the acquisition date.

Cost of a business combination

The cost of a business combination includes the fair value of assets provided, liabilities incurred or assumed and any equity instruments

issued by a Group entity, in exchange for control of an acquiree. The directly attributable costs associated with a business combination

are expensed as incurred and recognised within other net operating expenses into the consolidated income statement.

Goodwill (note 13)

Any excess of the consideration of the acquisition over the fair values of the identifiable net assets acquired is attributed to goodwill.

Goodwill is subsequently measured at cost less any impairment. Any gain on purchase is recognised within other net operating expenses

in the consolidated income statement (see note 26).

Impairment of goodwill

Goodwill acquired through business combinations is allocated to the group of CGUs that is expected to benefit from the synergies of the

combination and represents the lowest level at which goodwill is monitored for internal management purposes. The recoverable amount

of the group of CGUs to which goodwill has been allocated is tested for impairment annually in the fourth quarter of each financial year

and when events or changes in circumstances indicate that it may be impaired.

The recoverable amount of a group of CGUs is determined based on the higher of value in use or its fair value less costs of disposal.

Value-in-use calculations use cash flow projections based on financial budgets covering a three-year period that are based on the latest

forecasts for revenue and costs as approved by the Board. Projected revenues and costs are determined taking into consideration

relevant industry forecasts for individual product lines, climate change, internal management projections, historical performance and

announced industry capacity changes.

Cash flow projections beyond three years are based on internal management projections. Growth rates in the countries in which the

Group operates are determined with reference to published gross domestic product information, and for specific product lines are

determined with reference to published industry studies.

The discount rate is derived from the Group’s weighted average cost of capital using published market data and published borrowing

rates and adjusted for country risk and tax.

Any impairment is recognised in the consolidated income statement. Impairments of goodwill are not subsequently reversed.

#### Current non-financial assets

Inventories (note 17)

Inventories are valued at the lower of cost and net realisable value. The cost of inventories is determined primarily on weighted average

cost basis. Costs comprise direct materials and, where applicable, direct labour costs and those overheads that have been incurred in

bringing the inventories to their present location and condition. Net realisable value is defined as the selling price less any estimated costs

to sell.

#### Equity instruments

Own shares (note 23)

The purchase by any Group entity of Mondi plc’s equity instruments results in the recognition of own shares. The consideration paid or

payable is deducted from equity. Where own shares are subsequently sold, reissued or otherwise disposed of, any consideration received

or receivable is included in equity attributable to the shareholders of Mondi plc, net of any directly attributable incremental transaction

costs and the related tax effects.

Dividend payments (note 10)

The dividend distributions to Mondi plc’s ordinary shareholders are recognised as a liability when the dividends are declared and

approved. Final dividends are accrued when approved by Mondi plc’s ordinary shareholders at its Annual General Meeting and interim

dividends are recognised when paid.

Share-based payments (note 24)

The Group operates a number of equity-settled, share-based compensation schemes. The fair value of the employee services received

in exchange for the grant of share awards is recognised concurrently as an expense and an adjustment to equity. The total amount to

be expensed over the vesting period is determined by reference to the fair value of the share awards granted, as adjusted for market

performance conditions and non-market vesting conditions. Vesting conditions are included in assumptions about the number of awards

that are expected to vest. At each reporting date, the Group revises its estimates of the number of share awards that are expected

to vest as a result of changes in non-market vesting conditions. It recognises the impact of the revision to original estimates, if any,

in the consolidated income statement, with a corresponding adjustment to equity.

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#### Financial instruments (note

31)

Financial assets and financial liabilities are recognised in the Group’s consolidated statement of financial position when the Group

becomes party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition

or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss)

are added to or deducted from the fair value of the financial assets or financial liabilities on initial recognition. Transaction costs directly

attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately

in the consolidated income statement.

Cash and cash equivalents (note 27b)

Cash and cash equivalents comprise cash on hand, money market funds, demand deposits and short-term, highly liquid investments of a

maturity of three months or less from the date of acquisition that are readily convertible to a known amount of cash and that are subject

to an insignificant risk of changes in value. The money market funds are held at fair value through profit and loss, with the remaining

balance of cash and cash equivalents carried at amortised cost. Bank overdrafts are shown within short-term borrowings in current

liabilities in the consolidated statement of financial position. Cash and cash equivalents presented in the consolidated statement of cash

flows are net of overdrafts.

Trade receivables (note 18)

Trade receivables are initially recognised at fair value and are subsequently measured at amortised cost using the effective interest rate

method, less an allowance for impairment.

Impairment of trade receivables (note 18)

A simplified lifetime expected credit loss (ECL) model is used to assess trade receivables for impairment. ECL is the present value of

all cash shortfalls over the expected life of a trade receivable. Expected credit losses are based on historical loss experience on trade

receivables, adjusted to reflect information about current economic conditions and reasonable and supportable forecasts of future

economic conditions. At the date of initial recognition, the credit losses expected to arise over the lifetime of a trade receivable are

recognised as an impairment.

Trade payables (note 19)

Trade payables are initially recognised at fair value and are subsequently carried at amortised cost using the effective interest rate

method.

Borrowings (note 22)

Interest-bearing loans and overdrafts are initially recognised at fair value, net of direct transaction costs. Borrowings are subsequently

measured at amortised cost. Any difference between the proceeds, net of transaction costs, and the redemption value is recognised

in the consolidated income statement over the term of the borrowings using the effective interest rate method.

Borrowing costs (note 6)

Interest on borrowings directly relating to the acquisition, construction or production of qualifying assets is capitalised until such time as

the assets are substantially ready for their intended use. Where funds have been borrowed specifically to finance a project, the amount

capitalised represents the actual borrowing costs incurred. Where the funds used to finance a project form part of general borrowings,

the amount capitalised is calculated using a weighted average of rates applicable to relevant general borrowings of the Group during

the construction period.

All other borrowing costs are recognised in the consolidated income statement in the period in which they are incurred.

#### Derivative financial instruments and hedge accounting (note

31d)

The Group enters into forward and swap contracts in order to hedge its exposure to foreign exchange, interest rate and commodity

price risks.

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and subsequently measured at fair value

in the consolidated statement of financial position within financial instruments, and are classified as current or non-current depending

on the maturity of the derivative.

Changes in the fair value of derivative financial instruments that are not formally designated in hedge relationships are recognised

immediately in the consolidated income statement and are classified within operating profit or net finance costs, depending on the

type of risk to which the derivative relates.

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#### Notes to the consolidated financial statements

for the

#### year ended 31 December 2024



#### continued

#### 35 Accounting policies



#### continued

Cash flow hedges

The effective portion of changes in the fair value of derivative financial instruments that are designated as hedges of future cash flows is

recognised directly in other comprehensive income and accumulated in equity. The gain or loss relating to the ineffective portion is

recognised immediately in the consolidated income statement. If the cash flow hedge of a forecast transaction results in the recognition

of a non-financial asset, then, at the time the asset is recognised, the associated gains or losses on the derivative that had previously

been recognised in the Group’s cash flow hedge reserve in equity are included in the initial measurement of the asset. For hedges

that do not result in the recognition of a non-financial asset, amounts deferred in the Group’s cash flow hedge reserve in equity are

recognised in the consolidated income statement in the same period in which the hedged item affects profit or loss on a proportionate

basis.

Hedge accounting is discontinued when the hedge relationship is revoked or the hedging instrument expires, is sold, terminated or

exercised or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss deferred in equity remains in equity

until, for a hedge of a transaction resulting in the recognition of a non-financial asset, it is included in the initial measurement of the

non-financial asset or, for other cash flow hedges, it is classified to the consolidated income statement in the same period or periods

as the forecast transaction is ultimately recognised. If a hedge transaction is no longer expected to occur, the net cumulative gain or loss

deferred in equity is included immediately in the consolidated income statement.

#### Retirement benefits (note

25)

The Group operates post-retirement defined contribution plans, post-retirement defined benefit pension plans and post-retirement

medical plans for many of its employees.

Defined contribution plans

For defined contribution plans, the amount charged to the consolidated income statement is the contributions paid or payable during

the financial year.

Defined benefit pension plans and post-retirement medical plans

For defined benefit pension and post-retirement medical plans, actuarial valuations are performed at each financial year end using the

projected unit credit method. The average discount rate for the plans’ liabilities is based on investment-grade-rated corporate bonds or

similar government bonds of a suitable duration and currency. Plans’ assets are measured using market values at the end of the financial year.

The net retirement benefits liability recognised in the consolidated statement of financial position represents the present value of the

defined benefit liability as deducted by the fair value of any plan assets.

Any increase in the present value of plan liabilities expected to arise from employee service during the year is charged to personnel costs

as service costs. Past service costs resulting from plan amendments or curtailments and gains or losses on settlements are charged to

personnel costs. A net interest expense or net interest income is calculated by applying the discount rate, on a per plan basis, to the net

defined benefit liability or asset and recognised in the consolidated income statement within finance costs.

Remeasurements comprising actuarial gains and losses and the return on plan assets (after recognising the net finance charge)

are charged or credited to equity in other comprehensive income, net of deferred tax, in the financial year in which they occur.

Remeasurements recorded in other comprehensive income are not recycled to the consolidated income statement, but those

amounts recognised in other comprehensive income may be transferred within equity.

#### Provisions (note

20)

Provisions are recognised when the Group has a present obligation as a result of a past event, arising from a past event, and it is

probable that the obligation will need to be settled. Provisions are measured at management’s best estimate of the expenditure

required to settle the obligation at the reporting date. When the effect of discounting is material, provisions are discounted to present

value using country-specific discount rates for periods matching the duration of the underlying liability.

#### New accounting policies, early adoption and future requirements

Amendments to published standards effective during 2024

The following new amendments to standards have been adopted for the financial year beginning on 1 January 2024, and have had no

material impact on the Group’s results:

– Amendments to IAS 1 – Presentation of Financial Statements – Non-current Liabilities with Covenants

– Amendments to IAS 1 – Presentation of Financial Statements – Classification of Liabilities as Current or Non-current

– Amendments to IFRS 16 – Leases – Lease Liability in a Sale and Leaseback

– Amendments to IAS 7 and IFRS 7 – Statement of Cash Flows and Financial Instruments: Disclosures – Supplier Finance Arrangements

Amendments to published standards effective for the financial year beginning on 1 January 2025

The following amendment was adopted and will be effective for the financial year beginning on 1 January 2025. The amendment is not

expected to have a material impact on the Group’s results:

– Amendments to IAS 21 – The Effects of Changes in Foreign Exchange Rates – Lack of Exchangeability

The Group is in the process of assessing the impact of IFRS 18, 'Presentation and Disclosure in Financial Statements', issued in April 2024,

which will become effective and be adopted for the financial year beginning on 1 January 2027.

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#### Mondi plc parent company balance sheet

as at

#### 31 December 2024

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| € million | Notes | 2024 | 2023 |
| Fixed assets |  |  |  |
| Tangible assets | 5 | 3 | 3 |
| Shares in Group undertakings | 6 | 3,604 | 3,604 |
| Current assets |  |  |  |
| Debtors: due within one year | 7 | 1,214 | 1,138 |
| Current liabilities |  |  |  |
| Creditors: amounts falling due within one year |  | (13) | (10) |
| Provisions for liabilities |  | (1) | — |
| Net current assets |  | 1,200 | 1,128 |
| Total assets less current liabilities |  | 4,807 | 4,735 |
| Creditors: amounts falling due after more than one year |  | (3) | (3) |
| Provisions for liabilities |  | (1) | (2) |
| Net assets |  | 4,803 | 4,730 |
|  |  |  |  |
| Capital and reserves |  |  |  |
| Called-up share capital | 8 | 97 | 97 |
| Profit and loss account |  | 4,024 | 3,951 |
| Merger reserve | 8 | 637 | 637 |
| Capital redemption reserve | 8 | 29 | 29 |
| Share-based payments reserve | 8 | 16 | 16 |
| Total shareholders’ funds |  | 4,803 | 4,730 |

Mondi plc  reported a profit  of  € 1,157 million  ( 2023 : €876 million ) for the year ended 31 December 2024.

The financial statements of Mondi plc  on pages  [203](#i5ea205a98724483f90a2a76cf5ac789a_484) - [212](#i989b0e1f0db64508b95026576747bd19_22-0-1-5-782393)  were authorised for issue by the Board on 19 February 2025  and were signed on

its behalf by:

#### Andrew King

#### Mike Powell

DirectorDirector

Mondi plc  company registered number: 6209386

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#### Mondi plc parent company statement of changes in equity

#### for the year ended

#### 31 December 2024

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| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| € million | Called-up  share capital | Profit and loss  account | Merger  reserve | Capital  redemption  reserve | Share-based  payments reserve | Total  equity |
| At 1 January 2023 | 97 | 3,421 | 637 | 29 | 14 | 4,198 |
| Total comprehensive income for the year | — | 876 | — | — | — | 876 |
| Dividends | — | (345) | — | — | — | (345) |
| Mondi share schemes’ charge | — | — | — | — | 9 | 9 |
| Issue of shares under employee share  schemes | — | 7 | — | — | (7) | — |
| Purchases of own shares | — | (8) | — | — | — | (8) |
| At 31 December 2023 | 97 | 3,951 | 637 | 29 | 16 | 4,730 |
| Total comprehensive income for the year | — | 1,157 | — | — | — | 1,157 |
| Dividends (see note 10 of the Group's  consolidated financial statements) | — | (1,081) | — | — | — | (1,081) |
| Mondi share schemes’ charge (see note 3) | — | — | — | — | 9 | 9 |
| Issue of shares under employee share  schemes | — | 9 | — | — | (9) | — |
| Purchases of own shares | — | (12) | — | — | — | (12) |
| At 31 December 2024 | 97 | 4,024 | 637 | 29 | 16 | 4,803 |

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#### Notes to the Mondi plc parent company financial statements

#### for the year ended

#### 31 December 2024

#### 1 Accounting policies

#### Basis of preparation

Mondi plc  meets the definition of a qualifying entity under Financial Reporting Standard 100 (FRS 100) issued by the Financial Reporting

Council. Accordingly, the financial statements have been prepared in accordance with Financial Reporting Standard 101, ‘Reduced

Disclosure Framework’ ( FRS 101), as issued by the Financial Reporting Council and the  Companies Act 2006.

As permitted by FRS 101,  Mondi plc  has taken advantage of the disclosure exemptions available under that standard in relation to

share‑based payments, financial instruments, capital management, presentation of comparative information in respect of certain items,

presentation of a cash flow statement, standards not yet effective, impairment of assets and related party transactions.

Where required, equivalent disclosures are given in the consolidated Group financial statements of Mondi plc, which are publicly available.

The results, assets and liabilities of Mondi plc are included in the publicly available consolidated  Group financial statements.

Mondi plc has made use of the exemption from presenting a profit and loss account, in accordance with Section 408 of the Companies

Act 2006.

The financial statements have been prepared on a going concern basis. The assessment of going concern is disclosed in the Strategic

report as part of the viability statement under the heading Going concern on page [71](#i3069b69a47d24f6a8f38f358e445da71_11668), which is incorporated by reference into these

financial statements.

The financial statements are prepared on the historical cost basis. Historical cost is generally based on the fair value of the consideration

given in exchange for the assets. The principal accounting policies adopted are described below. They have all been applied consistently

throughout the year and the preceding year.

#### Material accounting policies

The material accounting policies applied by Mondi plc are the same as those presented in notes 1 and 35 to the Group’s  consolidated

financial statements, to the extent that the Group’s transactions and balances are applicable to the company financial statements.

Principally, the accounting policies which are not directly relevant to the Mondi plc parent company financial statements are those relating

to consolidation accounting, the recognition and subsequent measurement of goodwill and accounting in hyperinflationary economies.

The accounting policy, which is additional to those applied by the Group, is stated as follows:

Shares in Group undertakings

Shares in Group undertakings are stated at cost, less, where appropriate, provisions for impairment.

Impairment reviews are performed when there is an indicator that the carrying value of the shares in Group undertakings could exceed

their recoverable amounts based on their value in use or fair value less costs to dispose. Value in use is calculated by discounting future

expected cash flows. These calculations use cash flow projections based on Board-approved budgets and forecasts which reflect

management’s current experience and future expectations of the markets in which the Group undertaking operates.

Costs incremental and directly attributable to the acquisition of investments are capitalised.

Critical accounting judgements and significant accounting estimates

The preparation of the financial statements of Mondi plc includes the use of estimates and assumptions. Although the estimates used are

based on management’s best information about current circumstances and future events and actions, actual results may differ from those

estimates. No critical accounting judgements or significant accounting estimates were identified.

#### 2 Auditors' remuneration and employee information

Disclosure of the audit fees payable to the auditors for the audit of Mondi plc’s  financial statements is set out in note  4 of the  Group’s

consolidated financial statements.

Mondi plc had 29 employees during the year ( 2023: 28).

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#### Notes to the Mondi plc parent company financial statements

#### for the year ended

#### 31 December 2024



#### continued

#### 3 Share-based payments

The share schemes and the underlying assumptions used to estimate the associated fair value charge are set out in note 24

of the  Group’s   consolidated  financial statements.

#### 4 Taxation

No deferred tax asset is recognised on gross temporary differences of € 19 million  (2023 :  € 21 million ) relating to share-based payment

arrangements.  Mondi plc  has tax losses of  € 196 million (2023 :  € 197 million) in respect of which no deferred tax asset has been

recognised due to the low probability of future taxable profit streams or gains against which these could be utilised. Although Mondi plc

receives dividend income from its subsidiaries, this dividend income is generally exempt from corporation tax.

Mondi plc is within the scope of the OECD Pillar 2 model rules as of 1 January 2024. Additional Pillar 2 top-up tax of €3 million has been

included within the current tax charge for the year ended 31 December 2024, mostly arising in a small number of jurisdictions benefitting

from tax incentives on capital investments and tax holidays.

#### 5 Tangible assets

Mondi plc entered into an office building lease agreement for a total term of 10 years from 2 August 2021 and recognised a right-of-use

asset of  € 3 million  (2023:  € 3 million) accordingly. Corresponding lease liabilities are included in creditors and further split by maturity as

presented in the balance sheet. The lease may only be terminated by Mondi plc after 5 years. Mondi plc does not intend to exercise the

termination option, and thus it was not considered in the calculation of the right-of-use asset.

#### 6 Shares in Group undertakings

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|  |  |  |
| € million | 2024 | 2023 |
| Unlisted |  |  |
| Shares at cost | 3,721 | 3,721 |
| Accumulated impairment | (117) | (117) |
| Total shares in Group undertakings | 3,604 | 3,604 |

The shares in Group undertakings are in Mondi Investments Limited (incorporated in the UK), a wholly owned subsidiary which acts as

an investment holding company, and Mondi South Africa (Pty) Limited (incorporated in South Africa), a wholly owned subsidiary which

manages forestry operations and manufactures pulp, uncoated fine paper and containerboard.

#### 7 Debtors: due within one year

Amounts held in a cash pool facility and on demand deposit with a subsidiary of € 1,205 million ( 2023 :  € 1,131 million) are included in

debtors: due within one year. No provision on expected credit losses is recognised at 31 December 2024  (2023 : €nil).  The carrying

amount of such deposits held at amortised cost approximated their fair value  at 31 December 2024  and  at 31 December 2023.

#### 8 Capital and reserves

Full disclosure of the called-up share capital of Mondi plc  is set out in note 23  of the Group’s   consolidated  financial statements.

The merger reserve was recognised in respect of the simplification of the dual-listed company structure in 2019.

The capital redemption reserve is a statutory, non-distributable reserve into which amounts are transferred following the redemption

or purchase of own shares out of distributable profits or, in certain circumstances, from the proceeds of a fresh issue of shares.

The share-based payment reserve is used to recognise the grant date fair value of options issued to employees but not exercised

and the grant date fair value of shares awarded to employees but not yet vested.

On 13 February 2024, the Group returned the net proceeds from the sale of the Group’s Russian assets to its shareholders by way

of a special dividend. In addition, in order to maintain the comparability, so far as possible, of Mondi plc’s share price before and after

the special dividend, the special dividend was accompanied by a share consolidation, which took effect on 29 January 2024, resulting

in shareholders receiving 10 new ordinary shares for every 11 existing ordinary shares. Further details are provided in notes 9, 10 and 23

of the Group’s consolidated financial statements.

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#### 9 Financial guarantees

Mondi plc has issued financial guarantees in respect of the UK pension schemes of its subsidiaries, obligations incurred in the ordinary

course of business and the borrowings of other  Group undertakings. The likelihood of these financial guarantees being called is

considered to be remote, and therefore the estimated financial effect of issuance is €nil  (2023 : €nil ). The fair value of these issued

financial guarantees is deemed to be immaterial.

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| € million | 2024 | 2023 |
| Pension scheme guarantees | 72 | 69 |
| Guarantees of obligations of subsidiaries of Mondi plc |  |  |
| Incurred in the ordinary course of business | 7 | 4 |
| In favour of banks and bondholders | 3,095 | 3,061 |
| Total exposure from financial guarantees | 3,174 | 3,134 |

Mondi plc has issued unlimited guarantees in respect of obligations of various subsidiaries under a commercial card programme and

in respect of Mondi Finance plc under ISDA Master Agreements. These guarantees are for obligations incurred in the ordinary course

of business and the likelihood of these guarantees being called is considered to be remote, and therefore the estimated financial effect

of issuance is €nil (2023: €nil). The fair value of these guarantees is deemed to be immaterial.

The following subsidiaries have taken advantage of an exemption from audit under Section 479A of the Companies Act 2006.

As the ultimate parent, Mondi plc  has provided a statutory guarantee for any outstanding liabilities of those subsidiaries. All subsidiary

undertakings have been included in the consolidation of the  Group.

– Mondi Consumer Goods Packaging UK Limited (registered number: 05188170)

– Mondi Packaging UK Holdings Limited (registered number: 03714255)

– Mondi Scunthorpe Limited (registered number: 01446927)

#### 10 Events occurring after 31 December 2024

Aside from the final ordinary dividend proposed for 2024, included in note  10 of the Group’s   consolidated  financial statements, there have

been no material reportable events since 31 December 2024.

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#### Notes to the Mondi plc parent company financial statements

#### for the year ended

#### 31 December 2024



#### continued

#### 11 List of subsidiaries, associated undertakings and other significant holdings

The subsidiaries, associated undertakings and other significant holdings of Mondi plc   at 31 December 2024  are set out below.

Except where noted, all shares are held indirectly through a subsidiary or associated undertaking and the shares held are ordinary shares.

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| Company | Registered office | Principal activities | % of  shares  held by  Group |
| Austria | | | |
| inno4wood GmbH1 | Grazer Straße 11, 8600  Bruck an der Mur | Service, Flexible  Packaging | 22.79 |
| Mondi AG | Marxergasse 4A, 1030  Vienna | Holding, Corporate | 100.00 |
| Mondi Coating  Zeltweg GmbH | Bahnhofstrasse 3,  8740 Zeltweg | Production, Flexible  Packaging | 100.00 |
| Mondi Consumer  Packaging GmbH | Marxergasse 4A, 1030  Vienna | Holding, Flexible  Packaging | 100.00 |
| Mondi Corrugated  Services GmbH | Marxergasse 4A, 1030  Vienna | Service, Corrugated  Packaging | 100.00 |
| Mondi Engineered  Materials GmbH | Marxergasse 4A, 1030  Vienna | Holding, Flexible  Packaging | 100.00 |
| Mondi Finance  Europe GmbH | Marxergasse 4A, 1030  Vienna | Service, Corporate | 100.00 |
| Mondi FlexPack  Trading GmbH | Marxergasse 4A, 1030  Vienna | Distribution, Flexible  Packaging | 100.00 |
| Mondi Frantschach  GmbH | Frantschach 5,  9413 St. Gertraud | Production, Flexible  Packaging | 100.00 |
| Mondi Grünburg  GmbH | Steyrtalstrasse 5,  4594 Grünburg | Production, Corrugated  Packaging | 100.00 |
| Mondi Holdings  Austria GmbH | Marxergasse 4A, 1030  Vienna | Holding, Corporate | 100.00 |
| Mondi Industrial  Bags GmbH | Marxergasse 4A, 1030  Vienna | Holding, Flexible  Packaging | 100.00 |
| Mondi Korneuburg  GmbH | Erwin Schrödinger  Strasse 2, 2100  Korneuburg | Production, Flexible  Packaging | 100.00 |
| Mondi Neusiedler  GmbH & Co KG | Theresienthalstrasse 50,  3363 Ulmerfeld-  Hausmening | Production, Uncoated  Fine Paper | 100.00 |
| Mondi Neusiedler  Verwaltungs GmbH | Theresienthalstrasse 50,  3363 Ulmerfeld-  Hausmening | Service, Uncoated Fine  Paper | 100.00 |
| Mondi Oman  Holding GmbH | Marxergasse 4A,  1030 Vienna | Holding, Flexible  Packaging | 70.00 |
| Mondi Paper Sack  Zeltweg GmbH | Bahnhofstrasse 3,  8740 Zeltweg | Distribution, Flexible  Packaging | 100.00 |
| Mondi Paper Sales  GmbH | Marxergasse 4A, 1030  Vienna | Distribution, Corrugated  Packaging, Flexible  Packaging, Uncoated  Fine Paper | 100.00 |
| Mondi Release Liner  Austria GmbH | Waidhofnerstrasse 11,  3331 Hilm | Production, Flexible  Packaging | 100.00 |
| Mondi Styria GmbH | Bahnhofstrasse 3,  8740 Zeltweg | Production, Flexible  Packaging | 100.00 |
| Mondi Uncoated  Fine & Kraft Paper  GmbH | Marxergasse 4A, 1030  Vienna | Holding, Corrugated  Packaging, Flexible  Packaging, Uncoated  Fine Paper | 100.00 |
| Papierholz Austria  GmbH | Frantschach 5,  9413 St. Gertraud | Service, Flexible  Packaging | 25.00 |
| Belgium | | | |
| Mondi Poperinge  N.V. | Nijverheidslaan 11,  8970 Poperinge | Production, Flexible  Packaging | 100.00 |
| Bulgaria | | | |
| Mondi Stambolijski  E.A.D | 1 Zavodska Street,  Stambolijski 4210,  Plovdiv Region | Production, Flexible  Packaging | 100.00 |

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| Company | Registered office | Principal activities | % of  shares  held by  Group |
| Canada | | | |
| Mondi Hinton Inc. | 760 Switzer Drive, Hinton  AB T7V 1V7 | Production, Flexible  Packaging | 100.00 |
| Colombia | | | |
| Mondi Cartagena  SAS | CR 56 KM 9 14 BRR  Mamonal, Cartagena,  Bolivar | Production, Flexible  Packaging | 100.00 |
| Côte d'Ivoire | | | |
| Mondi Abidjan S.A. | Zone Industrielle de  Yopougon 01, Abidjan,  BP 5676 | Production, Flexible  Packaging | 50.00 |
| Czech Republic | | | |
| EURO WASTE a.s. | Litoměřická 836, 41108  Štětí | Service, Flexible  Packaging | 100.00 |
| Labe Wood s.r.o.2 | Litoměřická 272, 41108  Štětí | Production, Flexible  Packaging | 24.99 |
| Mondi Bags Štětí  a.s. | Litoměřická 272, 41108  Štětí | Production, Flexible  Packaging | 100.00 |
| Mondi Bupak s.r.o. | Papírenská 41, 37052  České Budějovice | Production, Corrugated  Packaging | 100.00 |
| Mondi Coating Štětí  a.s. | Litoměřická 272, 41108  Štětí | Production, Flexible  Packaging | 100.00 |
| Mondi Štětí a.s. | Litoměřická 272, 41108  Štětí | Production, Flexible  Packaging | 100.00 |
| Mondi Štětí White  Paper s.r.o | Litoměřická 272, 41108  Štětí | Production, Flexible  Packaging | 100.00 |
| Wood & Paper a.s.2 | c.p. 138, 66491 Hlína | Service, Flexible  Packaging | 46.50 |
| WBio a.s.2 | c.p. 138, 66491 Hlína | Service, Flexible  Packaging | 46.50 |
| Inno4wood Central  and Eastern Europe  s.r.o.1, 3 | Vídeňská 186/118,  Přízřenice, Brno, 619 00 | Service, Flexible  Packaging | 22.79 |
| Inno4wood Holding  a.s.1, 3 | Vídeňská 186/118,  Přízřenice, Brno, 619 00 | Service, Flexible  Packaging | 22.79 |
| Egypt | | | |
| Mondi Cairo for  Packaging Material  S.A.E. | El-motawer El-turky  (Polaris) Plots No. 7, 6th  of October, Giza | Production, Flexible  Packaging | 100.00 |
| Suez Bags  Company (S.A.E.) | K30 Maadi, Ein Soukhna  Road, 1002 Cairo | Production, Flexible  Packaging | 98.30 |
| Finland | | | |
| Harvestia Oy | Selluntie 142, 70420  Kuopio | Service, Corrugated  Packaging | 100.00 |
| Mondi Finland  Services Oy | Selluntie 142, 70420  Kuopio | Holding, Corrugated  Packaging | 100.00 |
| Mondi Powerflute  Oy | P.O. Box 57, Kuopio,  70101, Finland | Production, Corrugated  Packaging | 100.00 |
| France | | | |
| Mondi Gournay Sarl | 22 Avenue Pierre 1er de  Serbie, 75016 Paris | Service, Flexible  Packaging | 100.00 |
| Mondi Lembacel  SAS | 11 rue de Reims,  51490 Bétheniville | Production, Flexible  Packaging | 100.00 |
| Mondi Paper Sales  France Sarl | 22 Avenue Pierre 1er de  Serbie, 75016 Paris | Distribution, Corrugated  Packaging | 100.00 |

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| Company | Registered office | Principal activities | % of  shares  held by  Group |
| Germany | | | |
| Mondi Bad  Rappenau GmbH | Wilhelm-Hauff-Strasse  41, 74906 Bad Rappenau | Production, Corrugated  Packaging | 100.00 |
| Mondi Consumer  Packaging  International GmbH | Wielandstrasse 2,  33790 Halle | Holding, Flexible  Packaging | 100.00 |
| Mondi Eschenbach  GmbH | Am Stadtwald 14,  92676 Eschenbach | Production, Corrugated  Packaging | 100.00 |
| Mondi Wellpappe  Deutschland GmbH | Wielandstrasse 2,  33790 Halle | Dormant, Corrugated  Packaging | 100.00 |
| Mondi Halle GmbH | Wielandstrasse 2,  33790 Halle | Production, Flexible  Packaging | 100.00 |
| Mondi Hammelburg  GmbH | Thüringenstrasse 1-3,  97762 Hammelburg | Production, Flexible  Packaging | 100.00 |
| Mondi Holding  Deutschland GmbH | Wielandstrasse 2,  33790 Halle | Holding, Corporate | 100.00 |
| Mondi Inncoat  GmbH | Angererstrasse 25,  83064 Raubling | Production, Flexible  Packaging | 100.00 |
| Mondi Jülich GmbH | Rathausstrasse 29,  52428 Jülich | Production, Flexible  Packaging | 100.00 |
| Mondi Karton  Deutschland GmbH3 | Wielandstrasse 2,  33790 Halle | Dormant, Corrugated  Packaging | 100.00 |
| Mondi Paper Sales  Deutschland GmbH | Schauenburgerstraße 49,  20095 Hamburg | Flexible Packaging,  Uncoated Fine Paper | 100.00 |
| Mondi Sendenhorst  GmbH | Thüringenstrasse 1-3,  97762 Hammelburg | Distribution, Flexible  Packaging | 100.00 |
| Mondi Trebsen  GmbH | Erich-Hausmann-Strasse  1, 04687 Trebsen | Production, Flexible  Packaging | 100.00 |
| Mondi Wellpappe  Ansbach GmbH | Robert-Bosch-Strasse 3,  91522 Ansbach | Production, Corrugated  Packaging | 100.00 |
| wood2M GmbH2 | Hauptstrasse 16, 07366  Rosenthal am Rennsteig | Service, Corporate | 50.00 |
| Greece | | | |
| Mondi Thessaloniki  A.E. | Sindos Industrial Zone –  Block 18, 57022  Thessaloniki | Distribution, Flexible  Packaging | 100.00 |
| Hungary | | | |
| Mondi Bags  Hungária Kft. | Tünde u. 2, 4400  Nyíregyháza | Production, Flexible  Packaging | 100.00 |
| Mondi Békéscsaba  Kft. | Tevan Andor u. 2, 5600  Békéscsaba | Production, Flexible  Packaging | 100.00 |
| Mondi Szada Kft. | Vasút u. 13, 2111 Szada | Production, Flexible  Packaging | 100.00 |
| Iraq | | | |
| Al Inmaa Industrial  Bags Ltd | Takya, Bazian,  Sulaimaniyah | Production, Flexible  Packaging | 34.55 |
| Italy | | | |
| Mondi Duino S.r.l. | S.Giovanni di Duino, 24/  D, 34011, Duino Aurisina  (TS) | Dormant, Corrugated  Packaging | 100.00 |
| Mondi Gradisac S.r.l. | Via dell´Industria 11, 34072  Gradisca d´Isonzo, Gorizia | Production, Flexible  Packaging | 100.00 |
| Mondi Italia S.r.l. | Via Balilla 32, 24058  Romano di Lombardia,  Bergamo | Production, Flexible  Packaging | 100.00 |
| Mondi Padova S.r.l. | Via Mazzini 21, 35010 San  Pietro in Gu, Padua | Production, Flexible  Packaging | 100.00 |
| Mondi Paper Sales  Italia S.r.l. | Via A. Locatelli 2,  20124 Milano | Distribution, Corrugated  Packaging, Flexible  Packaging, Uncoated  Fine Paper | 100.00 |
| Mondi Silicart S.r.l. | Via Mazzini 21, 35010 San  Pietro in Gu, Padua | Service, Flexible  Packaging | 100.00 |
| Mondi Tolentino  S.r.l. | Via Giovanni Falcone 1,  62029 Tolentino,  Macerata | Production, Flexible  Packaging | 100.00 |
| NATRO TECH S.r.l. | Via Copernico snc, 24053  Brignano Gera d'Adda | Service, Flexible  Packaging | 100.00 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Company | Registered office | Principal activities | % of  shares  held by  Group |
| Japan | | | |
| Mondi Tokyo KK | 7th floor 14-5, Akasaka  2-chrome, Minato-ku,  Tokyo | Service, Flexible  Packaging | 100.00 |
| Jordan | | | |
| Jordan Paper Sacks  Co. Ltd. | Al Salt, Industrial Area,  P.O. Box 119, 19374, Ain  Al Basha | Production, Flexible  Packaging | 67.74 |
| Republic of Korea | | | |
| Krauzen Co., Ltd. | 29 floor, 521, Teheran-ro,  Gangnam-gu, Seoul | Dormant, Flexible  Packaging | 100.00 |
| Mondi KSP Co., Ltd. | #1903, 511 Yeongdong-  daero, Gangnam-gu,  Seoul | Distribution, Flexible  Packaging | 95.00 |
| Lebanon | | | |
| Mondi Lebanon SAL | 7th Floor, Bloc C, Kassis  Building, Antelias  Highway, Antelias | Production, Flexible  Packaging | 66.00 |
| Luxembourg | | | |
| Mondi Packaging  S.à r.l. | 1, rue Hildegard von  Bingen, 1282 | Service, Corporate | 100.00 |
| Mondi S.à r.l. | 1, rue Hildegard von  Bingen, 1282 | Holding, Corporate | 100.00 |
| Mondi Services S.à r.l. | 1, rue Hildegard von  Bingen, 1282 | Holding, Corporate | 100.00 |
| Malaysia | | | |
| Mondi Kuala Lumpur  Sdn. Bhd. | Lot Nos. PT 5034 &  5036, Jalan Teluk Datuk  28/40, 40000 Shah Alam,  Selangor | Production, Flexible  Packaging | 100.00 |
| Mexico | | | |
| Caja de Ahorro de  Personal de Mondi  Mexico Servicios  A.C. | Av. San Nicolás No. 249,  Colonia Cuauhtémoc,  San Nicolás de los Garza,  Nuevo Léon, 66450 | Service, Flexible  Packaging | 100.00 |
| Mondi Mexico S. de  R.L. de C.V. | Av. San Nicolás No. 249,  Colonia Cuauhtémoc,  San Nicolás de los Garza,  Nuevo Léon, 66450 | Production, Flexible  Packaging | 100.00 |
| Morocco | | | |
| Ensachage Moderne  Sarl | Km 16, Route d´El Jadida,  Casablanca | Dormant, Flexible  Packaging | 80.64 |
| Mondi Tanger S.A. | Lot N 28 Zone  D'exploitation de la Zone  Franche, D.Exploitation  de Tanger Automobile  Cite Dite Tac 2, Tanger,  Jouamaa Province  Fahsanjra | Production, Flexible  Packaging | 100.00 |
| Pap Sac Maghreb  SA | Km 16, Route d´El Jadida,  Casablanca | Production, Flexible  Packaging | 80.64 |

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#### Notes to the Mondi plc parent company financial statements

#### for the year ended

#### 31 December 2024



#### continued

#### 11 List of subsidiaries, associated undertakings and other significant holdings



#### continued

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Company | Registered office | Principal activities | % of  shares  held by  Group |
| Netherlands | | | |
| Mondi Coating B.V. | Fort Willemweg 1, 6219  PA Maastricht | Holding, Flexible  Packaging | 100.00 |
| Mondi Consumer  Bags & Films B.V. | Fort Willemweg 1, 6219  PA Maastricht | Holding, Flexible  Packaging | 100.00 |
| Mondi Consumer  Bags & Films  Benelux B.V. | Fort Willemweg 1, 6219  PA Maastricht | Distribution, Flexible  Packaging | 100.00 |
| Mondi Corrugated  B.V. | Fort Willemweg 1, 6219  PA Maastricht | Holding, Corrugated  Packaging | 100.00 |
| Mondi Corrugated  Poland B.V. | Fort Willemweg 1, 6219  PA Maastricht | Holding, Corrugated  Packaging | 100.00 |
| Mondi Heerlen B.V. | Imstenraderweg 15, 6422  PM Heerlen | Production, Flexible  Packaging | 100.00 |
| Mondi Industrial  Bags B.V. | Fort Willemweg 1, 6219  PA Maastricht | Holding, Flexible  Packaging | 100.00 |
| Mondi International  Holdings B.V. | Fort Willemweg 1, 6219  PA Maastricht | Holding, Corrugated  Packaging | 100.00 |
| Mondi Maastricht  N.V. | Fort Willemweg 1, 6219  PA Maastricht | Distribution, Flexible  Packaging | 100.00 |
| Mondi MENA B.V. | Fort Willemweg 1, 6219  PA Maastricht | Holding, Flexible  Packaging | 70.00 |
| Mondi Packaging  Paper B.V. | Fort Willemweg 1, 6219  PA Maastricht | Holding, Flexible  Packaging | 100.00 |
| Mondi Paper Sales  Netherlands B.V. | Bruynvisweg 14, 1531 AZ  Wormer | Distribution, Corrugated  Packaging, Flexible  Packaging, Uncoated  Fine Paper | 100.00 |
| Mondi SCP  Holdings B.V. | Fort Willemweg 1, 6219  PA Maastricht | Holding, Uncoated  Fine Paper | 100.00 |
| Norway | | | |
| Mondi Moss AS | Rådmann Sirasvei 1,  1712 Grålum | Distribution, Flexible  Packaging | 100.00 |
| Oman | | | |
| Mondi Oman LLC | Rusayl Industrial Estate,  Road 20, P.O. Box 20,  124, Muscat Governorate,  Rusayl | Production, Flexible  Packaging | 49.00 |
| Poland | | | |
| Agromasa Sp. z o.o. | ul. Bydgoska 1, 86-100  Świecie | Service, Corrugated  Packaging | 100.00 |
| Fredonia  Investments Sp.  z o.o. | ul. Bydgoska 1, 86-100  Świecie | Service, Corrugated  Packaging | 100.00 |
| Mondi Bags Mielec  Sp. z o.o. | ul. Wojska Polskiego 12,  39-300 Mielec | Production, Flexible  Packaging | 100.00 |
| Mondi Bags Świecie  Sp. z o.o. | ul. Bydgoska 12, 86-100  Świecie | Production, Flexible  Packaging | 100.00 |
| Mondi BZWP Sp.  z o.o. | ul. Zamenhofa 36, 57-500  Bystrzyca Kłodzka | Production, Corrugated  Packaging | 100.00 |
| Mondi Corrugated  Świecie Sp. z o.o. | ul. Tucholska 9, 86-100  Świecie | Production, Corrugated  Packaging | 100.00 |
| Mondi Dorohusk Sp.  z o.o. | ul. Swierkowa 8, 22-174  Brzezno | Production, Corrugated  Packaging | 100.00 |
| Mondi Krapkowice  Sp. z o.o. | ul. Opolska 103, 47-300,  Krapkowice | Production, Flexible  Packaging | 100.00 |
| Mondi Poznań Sp.  z o.o. | ul. Wyzwolenia 34/36,  62-070 Dopiewo | Production, Flexible  Packaging | 100.00 |
| Mondi Recykling  Polska Sp. z o.o. | ul. Bydgoska 1, 86-100  Świecie | Service, Corrugated  Packaging | 100.00 |
| Mondi Simet Sp.  z o.o. | Grabonóg 77, 63-820  Piaski | Production, Corrugated  Packaging | 100.00 |
| Mondi Solec Sp.  z o.o. | Solec 143, 05-532  Baniocha | Production, Flexible  Packaging | 100.00 |
| Mondi Świecie  Sp. z o.o. | ul. Bydgoska 1, 86-100  Świecie | Production, Corrugated  Packaging | 100.00 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Company | Registered office | Principal activities | % of  shares  held by  Group |
| Mondi Szczecin Sp.  z o.o. | ul. Sloneczna 20, 72-123  Kliniska Wielkie | Production, Corrugated  Packaging | 100.00 |
| Mondi Warszawa  Sp. z o.o. | ul. Tarczyńska 98, 96-320  Mszczonów | Production, Corrugated  Packaging | 100.00 |
| Mondi Wierzbica  Sp. z o.o. | Kolonia Rzecków 76,  26-680 Wierzbica | Production, Flexible  Packaging | 100.00 |
| PLWD Sp. z o.o.2 | ul. Bydgoska 1, 86-100  Świecie | Service, Corrugated  Packaging | 50.67 |
| Świecie Rail Sp.  z o.o. | ul. Bydgoska 1, 86-100  Świecie | Service, Corrugated  Packaging | 100.00 |
| Romania | | | |
| Mondi Bucharest  S.R.L. | Olympia Tower, 25-29,  Decebal Blvd, 3rd Floor  (Level 4), 030971  Bucharest | Distribution, Flexible  Packaging | 100.00 |
| Senegal | | | |
| Mondi Senegal S.A. | Zone Economique  speciale integree.  Commune de Diass.  Thies – Senegal | Production, Flexible  Packaging | 70.00 |
| Serbia | | | |
| Mondi Šabac d.o.o.  Šabac | Severna 4 No.2, 15000  Šabac | Production, Flexible  Packaging | 100.00 |
| Singapore | | | |
| Mondi Packaging  Paper Sales Asia  Pte. Ltd. | 77 Robinson Road,  #13-00, Robinson 77,  Singapore, 068896 | Distribution, Flexible  Packaging | 100.00 |
| Slovakia | | | |
| East Paper, spol.  s.r.o.2 | Rastislavova 98,  04346 Kosice | Service, Corrugated  Packaging | 26.01 |
| Mondi SCP, a.s. | Tatranská cesta 3,  03417 Ružomberok | Production, Corrugated  Packaging, Flexible  Packaging, Uncoated  Fine Paper | 51.00 |
| Obaly SOLO, s.r.o | Tatranská cesta 3,  03417 Ružomberok | Holding, Uncoated Fine  Paper | 51.00 |
| RECOPAP, s.r.o.2 | Bratislavska 18, 90051  Zohor | Service, Corrugated  Packaging | 25.50 |
| Slovpaper  Collection s.r.o. | Tatranská cesta 3,  03417 Ružomberok | Service, Corrugated  Packaging | 51.00 |
| Slovpaper Recycling  s.r.o. | Tatranská cesta 3,  03417 Ružomberok | Service, Corrugated  Packaging | 51.00 |
| SLOVWOOD  Ružomberok a.s. | Tatranská cesta 3,  03417 Ružomberok | Service, Uncoated Fine  Paper | 33.66 |
| STRÁŽNA SLUŽBA  VLA-STA s.r.o. | Tatranská cesta 3,  03417 Ružomberok | Service, Uncoated  Fine Paper | 51.00 |

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|  |  |  |  |
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|  |  |  |  |
| Company | Registered office | Principal activities | % of  shares  held by  Group |
| South Africa | | | |
| Arctic Sun Trading  17 Proprietary  Limited | 380 Old Howick Road,  Mondi House, Hilton,  3245 | Distribution, Uncoated  Fine Paper | 66.67 |
| Bongani  Development Close  Corporation | Devonshire House, 2  Devonshire Place, Durban | Dormant, Uncoated  Fine Paper | 100.00 |
| Mondi Forests  Partners Programme  Proprietary Limited | 380 Old Howick Road,  Mondi House, Hilton,  3245 | Service, Uncoated  Fine Paper | 100.00 |
| Mondi Sacherie  Moderne Holdings  Proprietary Limited | Merebank Mill,  Travencore Drive,  Merebank, 4052 | Holding, Uncoated  Fine Paper | 100.00 |
| Mondi Sahel  Holdings (Pty) Ltd | Merebank Mill,  Travencore Drive,  Merebank, 4052 | Holding, Corporate | 100.00 |
| Mondi South Africa  (Pty) Limited 4 | Merebank Mill,  Travencore Drive,  Merebank, 4052 | Production, Corrugated  Packaging, Uncoated  Fine Paper | 100.00 |
| Mondi Timber  (Wood Products)  Proprietary Limited | Merebank Mill,  Travencore Drive,  Merebank, 4052 | Holding, Uncoated  Fine Paper | 100.00 |
| Mondi Zimele Job  Funds Proprietary  Limited | 380 Old Howick Road,  Mondi House, Hilton,  3245 | Service, Uncoated  Fine Paper | 100.00 |
| Mondi Zimele  Proprietary Limited | 380 Old Howick Road,  Mondi House, Hilton,  3245 | Service, Uncoated  Fine Paper | 100.00 |
| Siyaqhubeka  Forests Proprietary  Limited | Merebank Mill,  Travencore Drive,  Merebank, 4052 | Service, Uncoated  Fine Paper | 51.00 |
| Spain | | | |
| Mondi Bags Ibérica  S.L.U. | Autovía A-2, Km 582,  08630 Abrera | Production, Flexible  Packaging | 100.00 |
| Mondi Ibersac S.L.U. | Calle La Perenal 4,  48840 Güeñes, Bizcaia | Production, Flexible  Packaging | 100.00 |
| Mondi Sales Ibérica  S.L. | Calle Blasco Garay nº94  5D, 28003 Madrid | Corrugated Packaging,  Uncoated Fine Paper | 100.00 |
| Sweden | | | |
| Mondi Dynäs AB | 87381 Väja | Production, Flexible  Packaging | 100.00 |
| Mondi Örebro AB | Papersbruksallen 3A,  Box 926, 70130 Örebro | Production, Flexible  Packaging | 100.00 |

|  |  |  |  |
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|  |  |  |  |
| Company | Registered office | Principal activities | % of  shares  held by  Group |
| Switzerland | | | |
| Dipeco AG | Bruehlstrasse 5,  4800 Zofingen | Distribution, Flexible  Packaging | 100.00 |
| Thailand | | | |
| Mondi Bangkok  Company, Limited | 789/10 Moo 9 Bang Pla  Sub-District, Bang Phli  District, Bangkok, Samut  Prakan Province | Production, Flexible  Packaging | 100.00 |
| Mondi Coating  (Thailand) Co. Ltd. | Nr 888/100-101 Soi  Yingcharoen Moo 19,  Bangplee-Tamru Road,  Bangpleeyai, Bangplee,  Samutprakam 10540 | Production, Flexible  Packaging | 100.00 |
| Mondi TSP  Company Limited | 110, Moo 3, Nong  Chumphon Nuea, Khao  Yoi District, Petchaburi  Province, 76140 | Production, Flexible  Packaging | 97.55 |
| Türkiye | | | |
| Doğal Kağıt  Hammaddeleri  Sanayi ve Ticaret  Limited Şirketi | Zeytinli Mahallesi 94008,  Sodak No:4, Seyhan/  Adana, 01355 | Service, Corrugated  Packaging | 84.65 |
| Mondi Istanbul  Ambalaj Limited Şti. | No. 12A Türkgücü OSB  Mah. Yilmaz Alpaslan  Caddesi Corlu, Tekirdag,  59870 | Production, Flexible  Packaging | 100.00 |
| Mondi Kale Nobel  Ambalaj Sanayi Ve  Ticaret A.Ş. | Sevketiye Cobancesme  Kavsagi, A2 Blok, No.  229/230 Yeşilköy,  Bakirköy/Istanbul | Production, Flexible  Packaging | 100.00 |
| Mondi Turkey Oluklu  Mukavva Kağıt ve  Ambalaj Sanayi  Anonim Şirketi | Toki Mahallesi, Hasan  Tahsin Caddesi, No. 28,  Tire, Izmir 35900 | Production, Corrugated  Packaging | 84.65 |
| Ukraine | | | |
| Mondi Packaging  Bags Ukraine LLC | Fabrychna Street 20,  Zhydachiv, Lviv Region,  81700 | Production, Flexible  Packaging | 100.00 |

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#### Notes to the Mondi plc parent company financial statements

#### for the year ended

#### 31 December 2024



#### continued

#### 11 List of subsidiaries, associated undertakings and other significant holdings



#### continued

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Company | Registered office | Principal activities | % of  shares  held by  Group |
| UK | | | |
| Frantschach  Holdings UK Limited | Ground Floor, Building 5,  The Heights, Brooklands,  Weybridge, Surrey KT13  0NY | Dormant, Flexible  Packaging | 100.00 |
| Medway Packaging  Pension Trustee  Limited | Ground Floor, Building 5,  The Heights, Brooklands,  Weybridge, Surrey KT13  0NY | Service, Flexible  Packaging | 100.00 |
| Mondi Aberdeen  Limited | Ground Floor, Building 5,  The Heights, Brooklands,  Weybridge, Surrey KT13  0NY | Distribution, Flexible  Packaging | 100.00 |
| Mondi Consumer  Goods Packaging  UK Ltd | Ground Floor, Building 5,  The Heights, Brooklands,  Weybridge, Surrey KT13  0NY | Dormant, Flexible  Packaging | 100.00 |
| Mondi Finance plc | Ground Floor, Building 5,  The Heights, Brooklands,  Weybridge, Surrey KT13  0NY | Service, Corporate | 100.00 |
| Mondi Holcombe  Limited | Ground Floor, Building 5,  The Heights, Brooklands,  Weybridge, Surrey KT13  0NY | Dormant, Corrugated  Packaging | 100.00 |
| Mondi Investments  Limited 4 | Ground Floor, Building 5,  The Heights, Brooklands,  Weybridge, Surrey KT13  0NY | Holding, Corporate | 100.00 |
| Mondi Packaging  (Delta) Limited | Ground Floor, Building 5,  The Heights, Brooklands,  Weybridge, Surrey KT13  0NY | Dormant, Corrugated  Packaging | 100.00 |
| Mondi Packaging  UK Holdings Limited | Ground Floor, Building 5,  The Heights, Brooklands,  Weybridge, Surrey KT13  0NY | Dormant, Corrugated  Packaging | 100.00 |
| Mondi Pension  Trustee Limited 4 | Ground Floor, Building 5,  The Heights, Brooklands,  Weybridge, Surrey KT13  0NY | Service, Corporate | 100.00 |
| Mondi Scunthorpe  Limited 5 | Ground Floor, Building 5,  The Heights, Brooklands,  Weybridge, Surrey KT13  0NY | Dormant, Flexible  Packaging | 100.00 |
| Mondi Services (UK)  Limited | Ground Floor, Building 5,  The Heights, Brooklands,  Weybridge, Surrey KT13  0NY | Service, Corporate | 100.00 |

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| --- | --- | --- | --- |
|  |  |  |  |
| Company | Registered office | Principal activities | % of  shares  held by  Group |
| USA | | | |
| Mondi Bags USA,  LLC | 251 Little Falls Drive,  Wilmington DE 19808 | Production, Flexible  Packaging | 100.00 |
| Mondi Jackson LLC | 251 Little Falls Drive,  Wilmington DE 19808 | Production, Flexible  Packaging | 100.00 |
| Mondi Minneapolis,  Inc. | 220 South Sixth Street,  Suite 2200, Minneapolis  55402 | Service, Flexible  Packaging | 100.00 |
| Mondi Romeoville  LLC | 251 Little Falls Drive,  Wilmington DE 19808 | Production, Flexible  Packaging | 100.00 |
| Mondi Tekkote LLC | 251 Little Falls Drive,  Wilmington DE 19808 | Production, Flexible  Packaging | 100.00 |
| Mondi U.S. Holdings  LLC | 251 Little Falls Drive,  Wilmington DE 19808 | Holding, Corporate | 100.00 |
|  |  |  |  |
| Notes:  1 Associate accounted for using the equity method.  2 Joint venture accounted for using the equity method.  3 % of shares held by the Group in 2023: nil.  4 These companies are held directly.  5 These companies have ordinary and preference shares. | | | |

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#### Other information

### Production statistics and exchange rates

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  | 221128_RICHBAY_2_MILL_0479_crop.jpg |
|  | Other information | |  |  |
|  |  |  |  |  |
|  | Production statistics and  exchange rates | | [213](#i5ea205a98724483f90a2a76cf5ac789a_529) |  |
|  | Group financial record | | [214](#i5ea205a98724483f90a2a76cf5ac789a_535) |  |
|  | Alternative Performance  Measures | | [216](#i5ea205a98724483f90a2a76cf5ac789a_538) |  |
|  | Additional information for  shareholders | | [219](#i5ea205a98724483f90a2a76cf5ac789a_541) |  |
|  | Shareholder information | | [221](#i5ea205a98724483f90a2a76cf5ac789a_544) |  |
|  | About this report | | [225](#i5ea205a98724483f90a2a76cf5ac789a_547) |  |
|  |  |  |  |  |

#### Production statistics

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  | 2024 | 2023 |
| Continuing operations |  |  |  |
| Containerboard | 000 tonnes | 2,345 | 2,312 |
| Kraft paper | 000 tonnes | 1,233 | 1,085 |
| Uncoated fine paper | 000 tonnes | 938 | 855 |
| Pulp | 000 tonnes | 3,725 | 3,218 |
| Internal consumption | 000 tonnes | 3,044 | 2,741 |
| Market pulp | 000 tonnes | 681 | 477 |
| Corrugated solutions | million m 2 | 1,899 | 1,880 |
| Paper bags | million units | 5,583 | 5,414 |
| Consumer flexibles | million m 2 | 1,912 | 1,818 |
| Functional paper and films | million m 2 | 3,067 | 2,667 |

#### Exchange rates

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Average | | Closing | |
| versus euro | 2024 | 2023 | 2024 | 2023 |
| South African rand (ZAR) | 19.83 | 19.96 | 19.62 | 20.35 |
| Czech koruna (CZK) | 25.12 | 24.00 | 25.19 | 24.72 |
| Polish zloty (PLN) | 4.31 | 4.54 | 4.28 | 4.34 |
| Pound sterling (GBP) | 0.85 | 0.87 | 0.83 | 0.87 |
| Turkish lira (TRY)1 | 35.57 | 25.76 | 36.74 | 32.65 |
| US dollar (USD) | 1.08 | 1.08 | 1.04 | 1.11 |

Note:

1 The  Group has applied hyperinflation accounting for its subsidiaries in  Türkiye   (see notes  7 and 35).

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#### Other information



#### continued

### Group financial record

#### Financial performance

2015 – 2024

Income, expenses and cash flows for the years ended 2021 and thereafter are presented on a continuing basis and exclude the results

from the divested Russian discontinued operations (see note  28). Profit and cash flow measures for the years ended 2015 to 2020 include

the results from Russian discontinued operations.

#### Consolidated



#### income statement

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| € million, unless otherwise stated | 2024 | 2023 | 2022 | 2021 | 2020 | 2019 | 2018 | 2017 | 2016 | 2015 |
| Group revenue | 7,416 | 7,330 | 8,902 | 6,974 | 6,663 | 7,268 | 7,481 | 7,096 | 6,662 | 6,819 |
| Underlying EBITDA | 1,049 | 1,201 | 1,848 | 1,157 | 1,353 | 1,658 | 1,764 | 1,482 | 1,366 | 1,325 |
| Corrugated Packaging | 328 | 310 | 662 | 543 | 518 | 583 | 707 | 477 | 408 | 427 |
| Flexible Packaging | 558 | 637 | 797 | 567 | 557 | 589 | 495 | 480 | 419 | 400 |
| Uncoated Fine Paper | 198 | 289 | 427 | 55 | 266 | 444 | 516 | 464 | 481 | 448 |
| Corporate | (35) | (35) | (39) | (34) | (30) | (34) | (32) | (37) | (34) | (34) |
| Personal Care Components  (divested) | — | — | 1 | 26 | 42 | 76 | 78 | 98 | 92 | 84 |
| Underlying operating profit | 606 | 790 | 1,443 | 782 | 925 | 1,223 | 1,318 | 1,029 | 981 | 957 |
| Special items before tax | (150) | (27) | 242 | 7 | (57) | (16) | (126) | (61) | (38) | (57) |
| Net finance costs (excluding financing  special item) | (70) | (73) | (143) | (83) | (95) | (104) | (88) | (85) | (101) | (105) |
| Underlying earnings | 367 | 523 | 949 | 534 | 627 | 829 | 916 | 721 | 667 | 647 |
| Basic earnings | 218 | 502 | 1,186 | 543 | 582 | 812 | 824 | 668 | 638 | 600 |
| Basic underlying EPS (euro cents) | 82.7 | 107.8 | 195.6 | 110.1 | 129.3 | 171.1 | 189.1 | 148.9 | 137.8 | 133.7 |
| Basic EPS (euro cents) | 49.1 | 103.5 | 244.5 | 112.0 | 120.0 | 167.6 | 170.1 | 137.9 | 131.8 | 124.0 |
| Total ordinary dividend per share  paid and proposed (euro cents)1 | 70.00 | 70.00 | 70.00 | 65.00 | 60.00 | 57.03 | 76.00 | 62.00 | 57.00 | 52.00 |

Note:

1 A special dividend of €1.60 per existing ordinary share was paid on 13 February 2024 to return the net proceeds from the sale of the Russian assets to the  Group’s

shareholders (see notes 9, 10 and 23 for further details).

#### Significant ratios

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  | 2024 | 2023 | 2022 | 2021 | 2020 | 2019 | 2018 | 2017 | 2016 | 2015 |
| Underlying EBITDA margin (%) | 14.1 | 16.4 | 20.8 | 16.6 | 20.3 | 22.8 | 23.6 | 20.9 | 20.5 | 19.4 |
| ROCE (%) | 9.6 | 12.8 | 23.7 | 13.9 | 15.2 | 19.8 | 23.6 | 19.3 | 20.3 | 20.5 |
| Net debt to underlying EBITDA (times) | 1.7 | 0.3 | 0.5 | 1.5 | 1.3 | 1.3 | 1.3 | 1.0 | 1.0 | 1.1 |
| Dividend cover (times) | 1.2 | 1.5 | 2.8 | 2.4 | 2.2 | 3.0 | 2.5 | 2.4 | 2.4 | 2.6 |
| PE ratio | 17.4 | 16.4 | 8.1 | 14.1 | 14.8 | 12.2 | 9.6 | 14.6 | 14.2 | 13.5 |
| LSE – share price at end of year  (GBP pence per share) | 1,192 | 1,538 | 1,410 | 1,826 | 1,720 | 1,773 | 1,634 | 1,931 | 1,666 | 1,334 |
| JSE – share price at end of year  (ZAR per share) | 278 | 363 | 291 | 395 | 343 | 326 | 304 | 319 | 279 | 309 |
| Market capitalisation (€ million) | 6,339 | 8,590 | 7,738 | 10,555 | 9,342 | 10,165 | 8,901 | 10,523 | 9,457 | 8,803 |

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#### Significant cash flows

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| € million | 2024 | 2023 | 2022 | 2021 | 2020 | 2019 | 2018 | 2017 | 2016 | 2015 |
| Cash generated from continuing  operations | 970 | 1,312 | 1,292 | 1,001 | 1,485 | 1,635 | 1,654 | 1,363 | 1,401 | 1,279 |
| Working capital cash flows | (108) | 229 | (419) | (195) | 125 | 35 | (117) | (122) | 68 | 9 |
| Income tax paid | (120) | (178) | (196) | (138) | (168) | (248) | (248) | (151) | (173) | (160) |
| Capital expenditure cash payments | (933) | (830) | (508) | (481) | (630) | (757) | (709) | (611) | (465) | (595) |
| Interest paid | (44) | (50) | (60) | (67) | (82) | (96) | (73) | (97) | (82) | (93) |
| Ordinary dividends paid to  shareholders 1 | (312) | (345) | (321) | (298) | (237) | (396) | (309) | (273) | (274) | (209) |

Note:

1 A special dividend of €1.60 per existing ordinary share was paid on 13 February 2024 to return the net proceeds from the sale of the Russian assets to the Group’s

shareholders (see notes 9, 10 and 23 for further details).

#### Consolidated



#### statement of financial position

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| € million | 2024 | 2023 | 2022 | 2021 | 2020 | 2019 | 2018 | 2017 | 2016 | 2015 |
| Property, plant and equipment | 5,160 | 4,619 | 4,167 | 4,870 | 4,641 | 4,800 | 4,340 | 4,128 | 3,788 | 3,554 |
| Goodwill | 767 | 765 | 769 | 926 | 923 | 948 | 942 | 698 | 681 | 590 |
| Working capital | 1,188 | 1,084 | 1,282 | 988 | 739 | 952 | 972 | 899 | 799 | 794 |
| Other assets | 657 | 673 | 2,034 | 558 | 557 | 620 | 540 | 530 | 532 | 422 |
| Other liabilities | (690) | (626) | (987) | (690) | (687) | (728) | (749) | (716) | (721) | (675) |
| Net assets excluding net debt | 7,082 | 6,515 | 7,265 | 6,652 | 6,173 | 6,592 | 6,045 | 5,539 | 5,079 | 4,685 |
| Equity | 4,857 | 5,655 | 5,794 | 4,498 | 4,002 | 4,015 | 3,485 | 3,683 | 3,392 | 2,905 |
| Non-controlling interests in equity | 493 | 441 | 460 | 391 | 380 | 370 | 340 | 324 | 304 | 282 |
| Net debt | 1,732 | 419 | 1,011 | 1,763 | 1,791 | 2,207 | 2,220 | 1,532 | 1,383 | 1,498 |
| Capital employed | 7,082 | 6,515 | 7,265 | 6,652 | 6,173 | 6,592 | 6,045 | 5,539 | 5,079 | 4,685 |

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#### Other information



#### continued

### Alternative Performance Measures

The  Group presents certain measures of financial performance, position or cash flows in the  consolidated  financial statements that are

not defined or specified according to  IFRS Accounting Standards in order to provide additional performance-related measures to its

stakeholders. These measures, referred to as  Alternative Performance Measures (APMs), are prepared on a consistent basis for all

periods presented in this report.

By their nature, the APMs used by the Group are not necessarily uniformly applied by peer companies and therefore may not be

comparable with similarly defined measures and disclosures applied by other companies. Such measures should not be viewed in

isolation or as a substitute to the equivalent IFRS Accounting Standards measure.

Internally, the  Group and its operating segments apply the same APMs in a consistent manner in planning and reporting on performance

to management, the Executive Committee and the  Board. Two  of the Group’s APMs, underlying EBITDA and ROCE, link to the Group’s

strategy, as described on pages [22](#i5ea205a98724483f90a2a76cf5ac789a_73)-[23](#i21e199fde6be47e5b0bf2a509c7aac23_7-4-1-1-577759), and form part of the executive directors' and senior management's remuneration targets.

The most significant APMs used by the Group are described below, together with a reconciliation to the equivalent IFRS Accounting

Standards  measure. The reconciliations are based on Group figures and represent the continuing operations of the Group, unless

otherwise stated. The reporting segment equivalent APMs are measured in a consistent manner.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| APM description and purpose | Financial  statement  reference | Closest IFRS  equivalent  measure |
| Special items | | |
| Special items are generally material, non-recurring items from continuing operations that exceed  €10 million. The Audit Committee regularly assesses the monetary threshold of €10 million on a net  basis and considers the threshold in the context of both the Group as a whole and individual operating  segment performance.  The Group separately discloses special items on the face of the consolidated income statement to  assist its stakeholders in understanding the underlying financial performance achieved by the Group  on a basis that is comparable from year to year. Examples of special item charges or credits include, but  are not limited to, significant restructuring programmes, impairment of assets or cash-generating units,  costs associated with potential and achieved acquisitions, profits or losses from the disposal of  businesses, and the settlement of significant litigation or claims.  Subsequent adjustments to items previously recognised as special items, including any related credits  received subsequently, continue to be reflected as special items in future periods even if they do not  exceed the quantitative reporting threshold. Subsequent adjustments to items, or charges and credits  on items that are closely related, which previously did not qualify for reporting as special items, continue  to be reported in the underlying result even if the cumulative net charge/credit over the years exceeds  the €10 million quantitative reporting threshold. | Note 3 | None |
|  |  |  |
| Underlying EBITDA | | |
| Operating profit before special items, depreciation, amortisation and impairments not recorded as  special items provides a measure of the cash-generating ability of the Group's continuing operations  that is comparable from year to year. | Consolidated  income  statement | Operating  profit |
|  |  |  |
| Underlying EBITDA margin | | |
| Underlying EBITDA expressed as a percentage of Group revenue (segment revenue for operating  segments) provides a measure of the cash-generating ability of the Group's continuing operations  relative to revenue. |  | None |
|  |  |  |
| APM calculation: |  |  |
| € million, unless otherwise stated | 2024 | 2023 |
| Underlying EBITDA (see consolidated income statement) | 1,049 | 1,201 |
| Group revenue (see consolidated income statement) | 7,416 | 7,330 |
| Underlying EBITDA margin (%) | 14.1 | 16.4 |
|  |  |  |
| Underlying operating profit | | |
| Operating profit before special items provides a measure of operating performance of the Group's  continuing operations that is comparable from year to year. | Consolidated  income  statement | Operating  profit |
|  |  |  |
| Underlying profit before tax | | |
| Profit before tax and special items. Underlying profit before tax provides a measure of the Group’s  continuing operations' profitability before tax that is comparable from year to year. | Consolidated  income  statement | Profit before  tax |
|  |  |  |

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|  |  |  |
| --- | --- | --- |
|  |  |  |
| APM description and purpose | Financial  statement  reference | Closest IFRS  equivalent  measure |
| Effective tax rate | | |
| Underlying tax charge expressed as a percentage of underlying profit before tax.  A measure of the tax charge of the Group's continuing operations relative to its profit before tax  expressed on an underlying basis. |  | None |
|  |  |  |
| APM calculation: |  |  |
| € million, unless otherwise stated | 2024 | 2023 |
| Tax charge before special items (see note 8a) | 117 | 167 |
| Underlying profit before tax (see consolidated income statement) | 528 | 709 |
| Effective tax rate (%) | 22.2 | 23.6 |
|  |  |  |
| Underlying earnings (and per share measure) | | |
| Net profit after tax before special items arising from the Group's continuing operations that is  attributable to shareholders.  Underlying earnings (and the related per share measure based on the basic, weighted average number  of ordinary shares outstanding) provides a measure of the Group's continuing operations’ earnings. | Note 9 | Profit for the  period  attributable to  shareholders  (and per  share  measure) |
|  |  |  |
| Total earnings (prior to special items) | | |
| Net profit after tax before special items arising from the Group's continuing and discontinued operations  that is attributable to shareholders.  Total earnings provides a measure of the Group’s earnings. | Note 9 | Profit for the  period  attributable to  shareholders |
|  |  |  |
| Headline earnings (and per share measure) | | |
| The presentation of headline earnings (and the related per share measure based on the basic, weighted  average number of ordinary shares outstanding) is mandated under the Listings Requirements of the  JSE Limited and is calculated in accordance with Circular 1/2023, ‘Headline Earnings’, as issued by the  South African Institute of Chartered Accountants. | Note 9 | Profit for the  period  attributable to  shareholders  (and per share  measure) |
|  |  |  |
| Dividend cover | | |
| Basic underlying EPS from continuing operations divided by total ordinary dividend per share paid  and proposed provides a measure of the Group’s earnings relative to ordinary dividend payments. |  | None |
|  |  |  |
| APM calculation: |  |  |
| euro cents, unless otherwise stated | 2024 | 2023 |
| Basic underlying EPS (see note 9) | 82.7 | 107.8 |
| Total ordinary dividend per share (see note 10) | 70.0 | 70.0 |
| Dividend cover (times) | 1.2 | 1.5 |
|  |  |  |
| Capital employed (and related trailing 12-month average capital employed) | | |
| Capital employed comprises total equity and net debt. Trailing 12-month average capital employed  is the average monthly capital employed over the last 12 months adjusted for spend on major capital  expenditure projects which are not yet in production.  These measures provide the level of invested capital in the business. Trailing 12-month average capital  employed is used in the calculation of return on capital employed. | Note 21 | Total equity |
|  |  |  |

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#### Other information



#### continued

### Alternative Performance Measures



### continued

|  |  |  |
| --- | --- | --- |
|  |  |  |
| APM description and purpose | Financial  statement  reference | Closest IFRS  equivalent  measure |
| Return on capital employed (ROCE) | | |
| Trailing 12-month underlying operating profit, including share of associates' and joint ventures' net  profit/(loss), divided by trailing 12-month average capital employed. ROCE provides a measure of the  efficient and effective use of capital in the business and is presented on the basis of the Group's  continuing operations for comparability. |  | None |
|  |  |  |
| APM calculation: |  |  |
| € million, unless otherwise stated | 2024 | 2023 |
| Underlying operating profit (see consolidated income statement) | 606 | 790 |
| Underlying net loss from joint ventures (see consolidated income statement) | (3) | (5) |
| Underlying profit from operations and joint ventures | 603 | 785 |
| Trailing 12-month average capital employed of continuing operations (see note 2) | 6,283 | 6,135 |
| ROCE (%) | 9.6 | 12.8 |
|  |  |  |
| Net debt (and related trailing 12-month average net debt) | | |
| A measure comprising short-, medium- and long-term interest-bearing borrowings and the fair value  of debt-related derivatives less cash and cash equivalents, net of overdrafts, and current financial  asset investments.  Net debt provides a measure of the Group’s net indebtedness or overall leverage. Trailing 12-month  average net debt is the average monthly net debt over the last 12 months. | Note 27c | None |
|  |  |  |
| Net debt to underlying EBITDA | | |
| Net debt divided by trailing 12-month underlying EBITDA. A measure of the Group’s net indebtedness  relative to its cash-generating ability. |  | None |
|  |  |  |
| APM calculation: |  |  |
| € million, unless otherwise stated | 2024 | 2023 |
| Net debt (see note 27c) | 1,732 | 419 |
| Underlying EBITDA (see consolidated income statement) | 1,049 | 1,201 |
| Net debt to underlying EBITDA (times) | 1.7 | 0.3 |

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### Additional information for shareholders

The disclosures below form part of the Directors’ report on pages  [136](#i5ea205a98724483f90a2a76cf5ac789a_280)-[137](#if6a5c714c80a489cadcd9047462d956b_5680) of this report.

#### Introduction

Set out below is a summary of certain provisions of Mondi’s articles of association (the Articles) and applicable English law concerning

companies (the Companies Act 2006). This is a summary only, and the relevant provisions of the Articles and/or the Companies Act 2006

should be consulted (as applicable) if further information is required.

#### Share capital

Mondi’s issued share capital as at 31 December 2024 comprised  441,412,530 ordinary shares of 22 euro cents each (the Ordinary Shares)

representing 100% of the total share capital.

#### Purchase of own shares

Subject to the provisions of the Articles and the Companies Act 2006, Mondi may purchase, or may enter into a contract under which it will or may

purchase, any of its own shares of any class, including any redeemable shares. At the Annual General Meeting held on 3 May 2024, authority was

given for Mondi to purchase, in the market, up to 22,070,626 Ordinary Shares. This authority will expire at the conclusion of the Annual General

Meeting to be held in 2025 and, in accordance with usual practice, a resolution to renew such authority for the next year will be proposed.

#### Ordinary Shares

#### Dividends and distributions

Subject to the provisions of the Companies Act 2006, Mondi may, by ordinary resolution, from time to time declare dividends not

exceeding the amount recommended by the Board. The Board may pay interim dividends whenever the financial position of Mondi,

in the opinion of the Board, justifies such payment.

The Board may withhold payment of all, or any part of any dividends or other monies payable in respect of Mondi’s shares, from a person

with a 0.25% interest or more in nominal value of the issued shares, if such a person has been served with a notice after failure to provide

Mondi with information concerning interest in those shares required to be provided under the Companies Act 2006.

#### Voting rights and restrictions

Subject to the Articles generally and to any special rights or restrictions as to voting attached by or in accordance with the Articles to any

class of shares, at a general meeting, every member present in person has, upon a show of hands, one vote. Every duly appointed proxy

has, upon a show of hands, one vote unless the proxy is appointed by more than one member, in which case the proxy has one vote for

and one vote against if (i) the proxy has been instructed by one or more members to vote for the resolution and by one or more

members to vote against the resolution or (ii) the proxy has been instructed by one or more members to vote either for or against the

resolution and by one or more members to use their discretion as to how to vote. On a poll, every member who is present in person or

by proxy has one vote for every fully paid share of which they are the holder.

In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the

exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand

in the register of members in respect of the shares.

Under the Companies Act 2006, members are entitled to appoint a proxy, who need not be a member of Mondi, to exercise all or any

of their rights to attend and to speak and vote on their behalf at a general meeting or class meeting.

A member may appoint more than one proxy in relation to a general meeting or class meeting provided that each proxy is appointed to

exercise the rights attached to a different share or shares held by that member. A proxy is not entitled to delegate the proxy’s authority

to act on behalf of a member to another person. A member that is a corporation may appoint one or more individuals to act on its

behalf at a general meeting or class meeting as a corporate representative. Where a shareholder appoints more than one corporate

representative in respect of its shareholding, but in respect of different shares, those corporate representatives can act independently

of each other, and validly vote in different ways.

No member shall be entitled to vote either in person or by proxy at any general meeting or class meeting, or to exercise any other right

conferred by membership in relation to such meetings, in respect of any shares held by them, if any call or other sum then payable by them to

Mondi in respect of that share remains unpaid. In addition, no member shall be entitled to vote if they have been served with a notice

after failing to provide Mondi with information concerning interests in those shares required to be provided under the Companies Act 2006.

The Articles provide a deadline for submission of proxy forms of not less than 48 hours before the time appointed for the holding of

the meeting or adjourned meeting.

#### Variation of rights

Subject to the Companies Act 2006, the Articles specify that rights attached to any class of shares may be varied with the written

consent of the holders of not less than three-quarters in nominal value of the issued shares of that class, or with the sanction of a special

resolution passed at a separate general meeting of the holders of those shares. At every such separate general meeting, the quorum shall

be two persons holding, or representing by proxy, at least one-third in nominal value of the issued shares of the class (calculated

excluding any shares held as treasury shares).

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#### Other information



#### continued

### Additional information for shareholders

### continued

#### Ordinary Shares

#### continued

#### Variation of rights

continued

The rights conferred upon the holders of any shares shall not, unless otherwise expressly provided in the rights attaching to those shares,

be deemed to be varied by the creation or issue of further shares ranking pari passu with them. Notwithstanding this, the relevant plan

rules provide that any shares held by the trustee of the Mondi Share Incentive Plan from time to time will not be voted.

#### Transfer of shares

All transfers of shares which are in certificated form may be effected by transfer in writing in any usual or common form or in any other

form acceptable to the directors. The instrument of transfer shall be signed by, or on behalf of, the transferor and (except in the case

of fully paid shares) by, or on behalf of, the transferee and shall specify the name of the transferor, the name of the transferee and the

number of shares being transferred. The transferor shall remain the holder of the shares concerned until the name of the transferee is

entered into the register of members in respect of those shares. Transfers of shares which are in uncertificated form are effected by

means of the CREST system.

The directors may refuse to register an allotment or transfer of shares (whether fully paid or not) in favour of more than four persons

jointly. If the directors refuse to register an allotment or transfer they shall, within two months after the date on which the letter of

allotment or transfer was lodged with Mondi, send to the allottee or transferee a notice of the refusal.

The directors may decline to register any instrument of transfer unless the instrument of the transfer: (i) is in respect of only one class

of share; (ii) is lodged at the transfer office (duly stamped if required), accompanied by the relevant share certificate(s) and such other

evidence as the directors may reasonably require to show the right of the transferor to make the transfer (and, if the instrument

of transfer is executed by some other person on their behalf, the authority of that person to do so); and (iii) is fully paid.

Subject to the Companies Act 2006 and regulations and applicable CREST rules, the directors may determine that any class of shares

may be held in uncertificated form and that title to such shares may be transferred by means of the CREST system, or that shares of

any class should cease to be so held and transferred.

A shareholder does not need to obtain the approval of Mondi, or of other shareholders of Mondi, for a transfer of shares to take place.

Notwithstanding the above, some of the Mondi employee share plans include restrictions on transfer of shares while the shares are

subject to such plan.

#### Directors

Directors shall be no less than four and no more than 20 in number. A director is not required to hold any shares of Mondi by way of

qualification. Mondi may by special resolution increase or reduce the maximum or minimum number of directors. Each director shall retire

at the Annual General Meeting held in the third calendar year following the year in which the director was elected or last re-elected by

Mondi, or at such earlier Annual General Meeting as the directors resolve. A retiring director shall be eligible for re-election.

The Board may appoint any person to be a director (so long as the total number of directors does not exceed the limit prescribed in

the Articles). Any such director shall hold office only until the next Annual General Meeting (or if the notice of the next Annual General

Meeting has already been sent at the time of such person’s appointment, the Annual General Meeting following that one) and shall then

be eligible for re-election.

Subject to the Articles, the Companies Act 2006 and any directions given by special resolution, the business of Mondi will be managed

by the Board which may exercise all the powers of Mondi.

The Board may exercise all the powers of Mondi to borrow money and to mortgage or charge any of its undertaking, property and

uncalled capital and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation

of Mondi or of any third party.

#### Indemnities

As at the date of this report, indemnities are in force under which Mondi has agreed to indemnify its directors, to the extent permitted by

law and the Articles in respect of all losses arising out of, or in connection with, the execution of their powers, duties and responsibilities,

as directors of Mondi or any of its subsidiaries.

#### Significant agreements: change of control

All of Mondi’s employee share plans contain provisions relating to a change of control. Outstanding awards and options would normally

vest and become exercisable on a change of control, subject to the satisfaction of any performance conditions at that time and under

certain plans, time pro-rating. The Group also has in place certain borrowing facilities and banking arrangements, some of which could

be cancelled, become immediately payable or subject to acceleration upon a change of control of Mondi. Of these arrangements, only

one facility agreement is considered to be significant to the Group. In addition, subsidiaries of the Company are parties to significant

agreements (being supply agreements) entitling the counterparty to terminate such agreements in certain circumstances if there is a

change of control of the Company following a takeover. There are no other significant agreements that would take effect, alter or

terminate upon a change of control following a takeover bid.

#### Amendment of the Articles

Any amendments to the Articles may be made in accordance with the provisions of the Companies Act 2006 by way of special resolution.

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### Shareholder information

Mondi plc is a company registered in the UK. It is listed on the London Stock Exchange in the ESCC category, where the Group

is a FTSE 100 constituent. It also has a secondary listing on the JSE Limited. Any shareholders still in possession of an old Mondi Limited

share certificate should contact JSE Investor Services using the details below.

#### Financial calendar

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| --- | --- |
|  |  |
| May 2025 | 2025 Annual General Meeting |
| May 2025 | Trading update |
| May 2025 | Payment date for 2024 final dividend |
| July 2025 | 2025 half-year results announcement |
| September/October 2025 | 2025 interim dividend payment1 |
| October 2025 | Trading update |

1If one is declared.

Please go to [www.mondigroup.com](https://www.mondigroup.com/) for the most up-to-date calendar.

#### Analysis of shareholders

As at 31 December 2024 , Mondi plc had 441,412,530 ordinary shares in issue, of which 189,716,926 were held on the South African branch register.

#### By size of holding

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Number of shareholders | % of shareholders | Size of shareholding | Number of shares | % of shares |
| 1,638 | 53.16 | 1–500 | 312,711 | 0.07 |
| 310 | 10.06 | 501–1,000 | 221,015 | 0.05 |
| 426 | 13.83 | 1,001–5,000 | 1,004,631 | 0.23 |
| 400 | 12.98 | 5,001–50,000 | 7,280,583 | 1.65 |
| 260 | 8.44 | 50,001–1,000,000 | 60,748,179 | 13.76 |
| 47 | 1.53 | 1,000,001–highest | 371,845,411 | 84.24 |
| 3,081 | 100.00 |  | 441,412,530 | 100.00 |

#### Managing your shares

#### Registrars

To manage your shares or if you have any queries, please contact the relevant Registrar:

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Shares held on the UK register | Shares held on the South African branch register |
| Registrar | Equiniti Limited | JSE Investor Services (Pty) Limited (JSE Investor  Services) |
| Postal address | Equiniti  Aspect House  Spencer Road  Lancing  West Sussex  BN99 6DA | PO Box 4844  Johannesburg, 2000  South Africa |
| Helpline number | +44 (0)371 384 2576 (lines are open  08.30 to 17.30 (UK time), Monday to Friday  (excluding public holidays in England  and Wales)) | 011 713 0800  (if calling from South Africa)  +27 11 713 0800  (if calling from outside South Africa) |
| Email | customer@equiniti.com | info@jseinvestorservices.co.za |
| Online | <www.shareview.co.uk> | Not available |

#### Sign up to email communications

Receiving shareholder information electronically is a faster way to stay informed and more environmentally friendly.

Shareholders on the UK register can sign up to email communications by contacting Equiniti or via its online portal, ShareView.

Shareholders on the South African branch register holding their shares in certificated form can sign up to email communications by

contacting JSE Investor Services or by emailing ecomms@jseinvestorservices.co.za. Shareholders on the South African branch register

with dematerialised shares should contact their Central Securities Depository Participant (CSDP) or broker.

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#### Other information



#### continued

### Shareholder information

### continued

#### Managing your shares

#### continued

You will be notified by email each time new financial reports, notices of shareholder meetings and other shareholder communications

are published on our website at: [www.mondigroup.com](https://www.mondigroup.com/).

#### Manage your shares online

Shareholders on the UK register can sign up to ShareView, a free secure online site provided by Equiniti, where you can manage your

shareholding quickly and easily. You can do the following:

– view your holding and get an indicative valuation;

– change your address;

– arrange to have dividends paid into your bank account;

– request to receive shareholder communications by email rather than post;

– view your dividend payment history;

– make dividend payment choices;

– buy and sell shares and access stock market news and information;

– register your proxy voting instruction; and

– download a Stock Transfer form.

To register for ShareView just visit <www.shareview.co.uk>. All you need is your shareholder reference number, which can be found on your

latest dividend statement. Please note the shareholder reference number found on your share certificate may have been issued by the

previous Registrar.

Shareholders on the South African branch register can sign up to ShareHub, the JSE’s platform designed to enhance the shareholder

experience. ShareHub allows you to access your dividend payment confirmations in real time and enables you to view, download or print

the document from the ShareHub box at your convenience. You will have the option to opt out if you wish to continue receiving dividend

payment confirmations via normal post. As electronic post boxes will be opened for all certificated shareholders on the ShareHub

platform, we would encourage you to use these existing post boxes to receive all future shareholder communications, including financial

statements and meeting notices. For more information and to sign up, contact JSE Investor Services at

sharehubqueries@jseinvestorservices.co.za.

#### Dividends

A proposed final dividend for the year ended 31 December 2024 of 46.67 euro cents per ordinary share will be paid to shareholders

in accordance with the below timetable.

Payment of the final dividend is subject to the approval of shareholders at the Annual General Meeting scheduled for 8 May 2025.

|  |  |
| --- | --- |
|  |  |
| Last date to trade shares cum-dividend |  |
| JSE Limited | Tuesday 1 April |
| London Stock Exchange | Wednesday 2 April |
| Shares commence trading ex-dividend |  |
| JSE Limited | Wednesday 2 April |
| London Stock Exchange | Thursday 3 April |
| Record date | Friday 4 April |
| Last date for receipt of Dividend Reinvestment Plan (DRIP) elections by Central Securities Depository  Participants | Thursday 10 April |
| Last date for DRIP elections to South African Transfer Secretaries by shareholders | Friday 11 April |
| Last date for DRIP elections to UK Registrar by shareholders | Tuesday 22 April |
| Annual General Meeting | Thursday 8 May |
| Payment date | Friday 16 May |
| DRIP purchase settlement dates (subject to the purchase of shares in the open market) |  |
| UK Register | Tuesday 20 May |
| South African Register | Thursday 22 May |
| DRIP results announcement | Friday 30 May |
| Currency conversion dates |  |
| ZAR/euro | Thursday 20 February |
| Euro/sterling | Thursday 24 April |

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Share certificates on Mondi plc’s South African register may not be dematerialised or rematerialised between Wednesday 2 April 2025

and Friday 4 April 2025, both dates inclusive, nor may transfers between the UK and South African registers of Mondi plc take place

between Wednesday 26 March 2025 and Friday 4 April 2025, both dates inclusive.

Dividend tax will be withheld from the amount of the gross final dividend paid to shareholders on the South African branch register

at the rate of 20%, unless a shareholder qualifies for an exemption.

#### Your dividend currency

All dividends are declared in euro. Dividends are paid in euro with the following exceptions:

|  |  |
| --- | --- |
|  |  |
| UK residents | pound sterling |
| South African residents | South African rand |

Shareholders on the UK register resident in the UK may, however, elect to receive their dividends in euro, and shareholders on the

UK register resident outside the UK may elect to receive their dividends in pound sterling.

Shareholders on the UK register wishing to elect to receive their dividends in an alternative currency should contact Equiniti using

the details provided.

#### Payment of your dividends

Mondi encourages shareholders to have dividends paid directly into their bank accounts, meaning the payment will reach you more

securely and on the payment date, without the inconvenience of depositing a cheque.

Shareholders on the UK register:

– Shareholders wishing to receive dividends in euro or sterling can elect to receive dividends directly into their bank account via

ShareView or by contacting Equiniti.

– Shareholders wishing to receive another local currency may be able to take advantage of the Overseas Payment Service offered

by Equiniti. Find out more via ShareView or by contacting Equiniti.

Shareholders on the South African branch register:

– The 2019 interim dividend was the last dividend to be paid by cheque. Shareholders who previously received cheques should

contact JSE Investor Services, if they have not already done so, to provide their bank details and ensure they continue to receive

their dividends.

– Shareholders without a South African bank account are encouraged to dematerialise their shares with a CSDP in South Africa, as

a CSDP is often able to pay dividends into foreign bank accounts. Find out more by contacting JSE Investor Services or any CSDP.

#### Reinvest your dividends

The dividend reinvestment plans (DRIPs) provide an opportunity for shareholders to have their cash dividends reinvested in Mondi plc

ordinary shares.

The plans are available to all ordinary shareholders (excluding those in certain restricted jurisdictions). Fees may apply.

If you wish to participate in the DRIPs, you can sign up via ShareView or by contacting either Equiniti in the UK or JSE Investor Services

in South Africa as appropriate.

#### South African dematerialisation

Mondi encourages shareholders on the South African branch register to consider dematerialising their shares. By surrendering your

share certificate, you will hold your shares electronically with a CSDP in South Africa, helping to prevent share fraud, theft and loss

of share certificates.

Find out more by contacting JSE Investor Services or any CSDP.

#### Taxation

Mondi is unable to advise shareholders on taxation. Your tax obligations will vary depending on your jurisdiction and financial

circumstances. With regard to your Mondi shareholding, we recommend all shareholders maintain records of dividend payments,

share purchases and sales. A dividend confirmation will be sent with all dividend payments. For further assistance, please speak

to an independent professional tax or financial adviser.

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#### Other information



#### continued

### Shareholder information

### continued

#### Donating shares to charity

For shareholders on the UK register, if you have a small number of shares which would cost you more to sell than they are worth, there

is the option to donate these unwanted shares to charity free of charge. These shares are then aggregated and sold and the proceeds

distributed to various charities. To do so, please contact ShareGift by phone on +44 (0)207 9303737, by email at help@sharegift.org or

visit its website, www.sharegift.org.

#### Fraud

Shareholders should be aware that they may be targeted by certain organisations offering unsolicited investment advice or the

opportunity to buy or sell worthless or non-existent shares. Should you receive any unsolicited calls or documents to this effect, you are

advised not to give out any personal details or to hand over any money without ensuring that the organisation is authorised by the UK

Financial Conduct Authority (FCA) and doing further research.

If you are unsure or think you may have been targeted you should report the organisation to the FCA. For further information, please visit

the FCA’s website at [www.fca.org.uk](https://www.fca.org.uk/) or call the FCA consumer helpline on 0800 111 6768 if calling from the UK or +44 20 7066 1000 if

calling from outside the UK.

Shareholders can also contact Equiniti in the UK or JSE Investor Services in South Africa using the contact details found above,

or Mondi’s company secretarial department on +44 (0) 1932 826300.

#### Account amalgamations

If you receive more than one copy of any documents sent out by Mondi or for any other reason you believe you may have more than

one Mondi plc account, please contact the relevant Registrar who will be able to confirm and, if necessary, arrange for the accounts

to be amalgamated into one.

#### Alternative formats

If you would like to receive this report in an alternative format, such as in large print, Braille or audio format, please contact Mondi’s

company secretarial department on +44 (0) 1932 826300.

#### Mondi plc

Registered office

Ground Floor, Building 5

The Heights, Brooklands

Weybridge

Surrey

KT13 0NY

UK

Tel. +44 (0) 1932 826300

Registered in England and Wales

Registered No. 6209386

Website: [www.mondigroup.com](https://www.mondigroup.com/)

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### About this

### report

The report is prepared in accordance

with the requirements of the Disclosure

Guidance and Transparency and Listing

Rules of the United Kingdom Listing

Authority and the Listings Requirements

of the JSE Limited where applicable.

The report aims to provide a fair, balanced

and understandable assessment of our

business model, strategy, performance and

prospects in relation to material financial,

economic, social, environmental and

governance issues.

#### Forward-looking statements

This document includes forward-looking

statements. All statements other than

statements of historical facts included

herein, including, without limitation, those

regarding Mondi’s financial position,

business strategy, market growth and

developments, expectations of growth

and profitability and plans and objectives

of management for future operations, are

forward-looking statements. Forward‑looking

statements are sometimes identified by the

use of forward-looking terminology such

as ‘believe’, ‘expects’, ‘may’, ‘will’, ‘could’,

‘should’, ‘shall’, ‘risk’, ‘intends’, ‘estimates’,

‘aims’, ‘plans’, ‘predicts’, ‘continues’,

‘assumes’, ‘positioned’ or ‘anticipates’

or the negative thereof, other variations

thereon or comparable terminology. Such

forward‑looking statements involve known

and unknown risks, uncertainties and other

factors which may cause the actual results,

performance or achievements of Mondi, or

industry results, to be materially different

from any future results, performance or

achievements expressed or implied by

such forward-looking statements. Such

forward‑looking statements and other

statements contained in this document

regarding matters that are not historical

facts involve predictions and are based on

numerous assumptions regarding Mondi’s

present and future business strategies

and the environment in which Mondi will

operate in the future. These forward‑looking

statements speak only as of the date on

which they are made.

![]()

Th is document includes market position estimates prepared by the Group based on industry publications and management estimates. Main industry publication sources are:

Fastmarkets (RISI), Eurosac, Freedonia, Alexander Watson Associates, PCI Wood Mackenzie, EMGE and EURO-GRAPH .

No assurance can be given that such future

results will be achieved; various factors

could cause actual future results,

performance or events to differ materially

from those described in these statements.

Such factors include in particular but

without any limitation: (1) operating factors,

such as continued success of manufacturing

activities and the achievement of efficiencies

therein, continued success of product

development plans and targets, changes

in the degree of protection created by

Mondi’s patents and other intellectual

property rights and the availability of

capital on acceptable terms; (2) industry

conditions, such as strength of product

demand, intensity of competition, prevailing

and future global market prices for Mondi’s

products and raw materials and the pricing

pressures thereto, financial condition of the

customers, suppliers and the competitors

of Mondi and potential introduction of

competing products and technologies

by competitors; and (3) general economic

conditions, such as rates of economic

growth in Mondi’s principal geographical

markets or fluctuations of exchange rates

and interest rates.

Mondi expressly disclaims a) any warranty

or liability as to accuracy or completeness

of the information provided herein; and b)

any obligation or undertaking to review or

confirm analysts’ expectations or estimates

or to update any forward-looking statements

to reflect any change in Mondi’s expectations

or any events that occur or circumstances

that arise after the date of making any

forward-looking statements, unless

required to do so by applicable law or

any regulatory body applicable to Mondi,

including the JSE Limited and the LSE.

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| Mondi Group  Ground Floor, Building 5,  The Heights, Brooklands,  Weybridge, Surrey KT13 0NY,  United Kingdom  +44 1932 826 300  [www.mondigroup.com](https://www.mondigroup.com/) | |
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| Mondi_Pergraphica-Logo_Black.svg | |
| Printed on certified Mondi PERGRAPHICA ® Classic Rough in 300gsm,  120gsm and 90gsm  Design and production: Design Portfolio |  <www.design-portfolio.co.uk>  Printing: Park Communications |  <www.parkcom.co.uk> | |