Smurfit Kappa : Letter and Notice 2021

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt about the contents of this document and what action you should take, you are recommended to consult your independent professional adviser, who, if you are taking advice in Ireland, is authorised or exempted under the European Union (Markets in Financial Instruments) Regulations 2017 (as amended) or the Investment Intermediaries Act 1995 and, if you are taking advice in the United Kingdom, is authorised under the Financial Services and Markets Act 2000 (as amended) of the United Kingdom or, if you are in a territory outside Ireland or the United Kingdom, from another appropriately authorised independent financial adviser.

Your attention is drawn to the special arrangements for the Annual General Meeting ("AGM") in response to the COVID-19 pandemic, which are set out in the Notice of AGM. Smurfit Kappa Group plc (the "Company") plans to conduct the AGM in accordance with the Irish Government's COVID-19 related public health measures and public health advice. Shareholders should expect the AGM to take place under constrained circumstances.

If you sell or otherwise transfer or have sold or otherwise transferred all of your Smurfit Kappa Group plc shares, please forward this document and the accompanying Form of Proxy to the purchaser or transferee or the stockbroker, or other agent through whom the sale or transfer is/was effected for onward transmission to the purchaser or transferee. The release, publication or distribution of this document in or into jurisdictions other than Ireland and the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. If you sell or have sold or otherwise transferred or disposed of only part of your holding of Smurfit Kappa Group plc shares, you should retain these documents and consult the person through whom the sale, transfer or disposal was effected.

NOTICE OF ANNUAL GENERAL MEETING

Friday, 30 April 2021

A letter from the Chair of Smurfit Kappa Group plc is set out on pages 4 to 7 of this document.

Your attention is drawn to the Notice of the AGM to be held at 10:00 a.m. on 30 April 2021 at the offices of Smurfit Kappa Group plc, Beech Hill, Clonskeagh, Dublin 4, D04 N2R2, Ireland which is set out on pages 10 to 12 of this document.

The Company is acutely aware of the very challenging and continuously evolving situation currently faced by society in dealing with the COVID-19 pandemic and we are closely monitoring the situation and the measures advised by the Irish Government and the Irish Health Service Executive. In light of the Irish Government's COVID-19 restrictions in relation to public gatherings, and to prioritise the health and safety of our Shareholders and other stakeholders who would ordinarily chose to attend the AGM, the Board has regretfully decided that the AGM will be held at the offices of Smurfit Kappa Group plc, Beech Hill, Clonskeagh, Dublin 4, D04 N2R2, Ireland with the minimum quorum in accordance with the Articles of Association of the Company.

Regretfully, Shareholders are requested not to attend the AGM in person but are encouraged to join the AGM via online broadcast and to submit a Form of Proxy to ensure they can vote and be represented at the AGM. Details of the online broadcast are set out below under the subheading "Instructions for accessing the Virtual Meeting Platform" and further information contained in the Virtual Meeting Guide will also be posted on our website atwww.smurfitkappa.com/investors/agm.

Proxy Voting

Following the migration of the Company's Ordinary Shares from the CREST system ("CREST") to the system operated by Euroclear Bank SA/NV ("Euroclear Bank") (the "EB System") on 15 March 2021 (the "Migration"), the process for appointing a proxy and/or voting at the AGM will now depend on the manner in which you hold your interest in Ordinary Shares of the Company.

Following Migration, Shareholders will either (i) hold their Ordinary Shares on the register of members of the Company (i.e. those shareholders who hold their shares in certificated form) ("Certificated Shareholders"), (ii) hold their interests in Ordinary Shares as Belgian law rights through a participant account in the EB System ("EB Participants") or, (iii) hold their interests in Ordinary Shares as CREST Depositary Interests ("CDIs") through CREST ("CDI Holders").

Detailed instructions on how to vote or appoint a proxy at this year's AGM are set out in Note 5 to this Notice of AGM. The process for a Certificated Shareholder to appoint a proxy has not changed following Migration. EB Participants and CDI Holders should consult with their stockbroker or other intermediary, as applicable, at the earliest opportunity for further information on the processes and timelines for submitting third party proxy votes for the AGM through the respective systems.

We strongly encourage you to submit any votes in advance of the AGM as it will not be possible to vote remotely at the AGM on the day.

Meeting Access

While personal attendance by Shareholders is unfortunately not possible, the Company recognises the importance of Shareholder communication. Therefore, the AGM will be conducted via an online broadcast. Details of the online broadcast are set out below under the subheading "Instructions for accessing the Virtual Meeting Platform" and further information contained in the Virtual Meeting Guide will also be posted on our website atwww.smurfitkappa.com/investors/agm.

The Company also recognises the importance of continuing engagement in the lead up to the AGM. Accordingly, Shareholders can submit questions in advance of the AGM by [e-mail]. Certificated Shareholders must state their name and Investor Code ("IVC" as printed on your Form of Proxy, dividend voucher, share certificate or obtained through the Company's Registrar, Link Registrars Limited) and EB Participants and CDI Holders must send evidence of their shareholding in the email. Any questions must be received by 10:00 a.m. on 28 April 2021. Alternatively, questions can also be submitted during the AGM by those Shareholders who choose to attend via the online broadcast by using the question functionality available.

Instructions for accessing the Virtual Meeting Platform

Shareholders will be given the opportunity to remotely access the AGM and ask questions via a virtual meeting platform provided by Lumi AGM UK Limited (the "Virtual Meeting Platform").

There is no requirement for Shareholders to give notice of their intention to access the AGM. However, for EB Participants and/or CDI Holders (or their underlying beneficial holders) to gain access to the AGM they must first be appointed as a third party proxy by Euroclear Bank or Broadridge (as applicable). Details of how to be appointed third party proxy are set out in Note 5 to the Notice of AGM. Once appointed, these Shareholders should contact Link Registrars Limited with evidence of their third party proxy appointment before 10:00 a.m. on 28 April 2021 by [e-mail] unique log-in credentials in order to access the AGM.

EB Participants and CDI Holders are encouraged to familiarise themselves with how to access the AGM and should contact their stockbroker or other intermediary, as applicable, with any queries in this regard.

Shareholders can access the Virtual Meeting Platform via a mobile web client, which is compatible with the latest browser versions of Chrome, Firefox, Internet Explorer 11, Edge and Safari and can be accessed using any web browser, on a PC or smartphone device. To remotely attend using this method, please go tohttps://web.lumiagm.com.

Once you have accessedhttps://web.lumiagm.comfrom your web browser you will be asked to enter the Lumi Meeting ID which is 166-108-008. You will then be prompted to enter your unique Investor Code ("IVC") and PIN. The PIN is the last four digits of the IVC. For Certificated Shareholders, these can be found printed on the Forms of Proxy, dividend voucher, share certificate or obtained through the Company's Registrar, Link Registrars Limited. For all other Shareholders, these login details will need to be obtained through Link Registrars Limited once evidence of third party proxy appointment has been presented to Link Registrars Limited in advance of 10:00 a.m. on 28 April 2021.

The AGM will be conducted through an online broadcast. Once logged in, and from the commencement of the AGM, Shareholders will be able to listen to the proceedings of the AGM on their device. Access to the AGM will be available from 9.00 a.m. on 30 April 2021.

In addition to submitting questions directly to the Company in advance of the AGM, Shareholders attending the AGM electronically may ask questions by typing and submitting their question in writing.

During the AGM it is your responsibility to ensure connectivity for the duration of the AGM via your wireless or other internet connection. The Virtual Meeting Guide contains further information on remotely accessing and participating in the AGM via the Virtual Meeting Platform and will be available on our website atwww.smurfitkappa.com/investors/agm.

Smurfit Kappa Group

Beech Hill, Clonskeagh, Dublin 4, D04 N2R2, Ireland. Tel: [phone], Fax: [phone]corporateinfo@smurfitkappa.comwww.smurfitkappa.com

29 March 2021

Dear Shareholder,

The purpose of this letter is to convene this year's Annual General Meeting ("AGM") of Smurfit Kappa Group plc (the "Company") which will be held at the offices of Smurfit Kappa Group plc, Beech Hill, Clonskeagh, Dublin 4, D04 N2R2, Ireland on 30 April 2021 at 10:00 a.m.

Meeting Arrangements

The well-being of Shareholders, our people and the general public is a primary concern for the Board. We are closely monitoring the COVID-19 situation and any advice by the Irish Government in relation to the pandemic.

In light of the Irish Government's COVID-19 restrictions in relation to public gatherings, and to prioritise the health and safety of Shareholders and other stakeholders who would ordinarily chose to attend the AGM, regretfully the Board has decided that the AGM will be held at the offices of Smurfit Kappa Group plc, Beech Hill, Clonskeagh, Dublin 4, D04 N2R2, Ireland with the minimum quorum in accordance with the Articles of Association of the Company.

Shareholders are requested not to attend the AGM in person but are encouraged to join the AGM via online broadcast. Details of the online broadcast are set out on page 2 under the subheading "Instructions for accessing the Virtual Meeting Platform" and Note 2 to this Notice of AGM. Further information contained in the Virtual Meeting Guide will also be posted on our website atwww.smurfitkappa.com/investors/agm. We also request that Shareholders vote in advance by proxy to ensure they are represented at the AGM. Your attention is drawn to Note 5 to this Notice of AGM in respect of the arrangements for submitting your vote by proxy.

The Company recognises the importance of continuing engagement in the lead up to the AGM. Shareholders can submit questions for the Board in advance of the AGM and via the online broadcast at the AGM. Instructions on how to do so are contained at Note 8 to this Notice of AGM.

In the event that it is not possible to hold the AGM either in compliance with public health guidelines or applicable law, or where it is otherwise considered that proceeding with the AGM as planned poses an unacceptable health and safety risk, the AGM may be adjourned or postponed or relocated to a different time and/or venue, in which case notification of such adjournment or postponement or relocation will be given in accordance with applicable law.

The Company continues to monitor the impact of COVID-19 and any relevant updates regarding the AGM, including any changes to the arrangements outlined, will be announced via a Regulatory Information Service and will be available onwww.smurfitkappa.com/investors/agm.

Migration

Following the Migration, there are now three ways in which you can hold your interest in Ordinary Shares in the Company (i) as a Certificated Shareholder, (ii) as an EB Participant or, (iii) as a CDI Holder. The process for voting by proxy will now depend on the manner in which you hold your interest in Ordinary Shares in the Company. As this will be the Company's first AGM since the Migration, the Board urges EB Participants and CDI Holders to consult with your stockbroker or other intermediary, as applicable, for further information on the processes and timelines for submitting third party proxy appointments and accessing the AGM. These processes and timelines will differ from the comparable processes and timelines that applied in CREST. Your attention is drawn to Note 5 to this Notice of AGM in respect of arrangements for submitting your vote by proxy, and specifically the proxy voting deadlines. The Board encourages Shareholders to submit their votes, by proxy, at the earliest possible opportunity.

PAPER | PACKAGING | SOLUTIONS

Smurfit Kappa Group public limited company. Registered in Ireland No. 433527. Registered office: Beech Hill, Clonskeagh, Dublin 4, D04 N2R2. Directors: I Finan Chair, APJ Smurfit Chief Executive Officer, K Bowles Chief Financial Officer, GPF Beurskens (Netherlands), JJ Moloney,

G Restrepo Senior Independent Director (Colombia), J Lawrence (USA), JB Rasmussen (Denmark), C Fairweather (UK), A Anderson, MdeL Melgar (Mexico), K Hietala (Finland).

Secretary: G Carson-Callan.