Smurfit Kappa : Letter and Notice 2023

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.

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, 28 APRIL 2023

A letter from the Chair of Smurfit Kappa Group plc is set out on pages 2 to 4 of this document.

Your attention is drawn to the Notice of the AGM to be held at 10:00 a.m. on Friday, 28 April 2023 at the Herbert Park Hotel, Ballsbridge, Dublin 4, D04 R2T2, Ireland which is set out on pages 7 to 9 of this document.

Detailed instructions on how to vote or appoint a proxy at this year's AGM are set out in the Notes to this Notice of AGM on pages 10 to 12.

A Form of Proxy for certificated shareholders (i.e. those who hold their shares in paper form) in connection with the resolutions to be proposed at the AGM accompanies this document. If a certificated shareholder wishes to appoint a proxy, the Form of Proxy should be completed and returned in accordance with the instructions set out thereon to the Company's Registrars, Link Registrars Limited, P.O. Box 7117, Dublin 2, Ireland (if delivered by post) or Link Registrars Limited, Suite 149, The Capel Building, Mary's Abbey, Dublin 7, D07 DP79, Ireland (if delivered by hand) so as to be received no later than 10:00 a.m. on 26 April 2023 or 48 hours before the time appointed for the holding of any adjourned meeting.

Alternatively, certificated shareholders may appoint a proxy electronically, to be received no later than 10:00 a.m. on 26 April 2023 or 48 hours before the time appointed for the holding of any adjourned meeting by visiting the website of the Company's Registrars atwww.signalshares.comand entering the Company name, Smurfit Kappa. Certificated shareholders will need to register for the share portal by clicking on "Register" (if you have not registered previously) and following the instructions thereon. To submit a proxy online, certificated shareholders will need their surname and Investor Code (IVC) both of which are printed on the enclosed Form of Proxy.

Additionally, the Company's Registrar have launched a shareholder app: LinkVote+. This gives certificated shareholders the ability to access their shareholding record at any time and allows users to submit a proxy appointment quickly and easily online rather than through the post. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code. Please see Note 3 on page 10 for details.

Persons holding interests in Ordinary Shares through the Euroclear Bank system or CREST (via a holding in CREST Depositary Interests ('CDIs')), will need to comply with the voting instructions and voting deadlines imposed by the respective service offerings. Such persons are recommended to 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.

Smurfit Kappa Group

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

28 March 2023

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 Herbert Park Hotel, Ballsbridge, Dublin 4, D04 R2T2, Ireland on Friday, 28 April 2023 at 10:00 a.m.

I enclose the Notice of AGM together with a Form of Proxy and a copy of the Company's 2022 Annual Report (the "Annual Report"). The following briefly explains the business to be transacted at the AGM.

Resolution 1 deals with reviewing the Company's affairs and considering the financial statements for the year ended 31 December 2022 together with the reports of the directors and statutory auditor thereon.

Resolution 2 deals with receiving and considering the Directors' Remuneration Report as set out on pages 117 to 136 of the Annual Report. This is an 'advisory' resolution and is not binding on the Company.

Resolution 3 proposes the approval and payment of a final dividend on the Ordinary Shares in the capital of the Company ("Ordinary Shares") in issue in respect of the year ended 31 December 2022. The Board has recommended the payment of a final dividend of EUR 107.6 cent per share to the holders of Ordinary Shares on the register of members at close of business on 14 April 2023 and to be paid on 12 May 2023.

Resolution 4 proposes the election of Mary Lynn Ferguson-McHugh to the Board. Mary Lynn was appointed to the Board as an additional Director since the last AGM of the Company in accordance with the Company's Articles of Association (the "Articles"). The Articles provide that a Director appointed by the Board since the Company's last AGM is required to retire at the next AGM and may then be considered for election.

Having undergone a process of careful review and selection with the assistance of external advisors in the appointment of Mary Lynn, and based on Mary Lynn's effective performance since her appointment to the Board on 5 January 2023, the Board considers that Mary Lynn will make a valuable contribution to the role of independent Non-executive Director. The Board is satisfied that Mary Lynn is committed to her role and will devote sufficient time to it, including attendance at Board and Committee meetings.

The biographical details of, and further relevant details relating to Mary Lynn are set out in the Appendix to this letter and on page 101 of the Annual Report.

Resolution 5 proposes the re-election of Directors. As recommended by the UK Corporate Governance Code (the "Code"), all of the Directors (apart from Mary Lynn Ferguson-McHugh, who is proposed for election under Resolution 4, and John Moloney and Gonzalo Restrepo, who as announced in December 2022, will not be seeking re-election and will retire from the Board at the conclusion of the AGM) will retire from office and seek re-election at the AGM.

In accordance with the requirement to have an externally facilitated evaluation every three years under Provision 21 of the Code, an independent externally facilitated evaluation of the Board, its Committees and the individual Directors including myself was conducted by Ffion Hague of Independent Board Evaluation ('IBE') during 2022. As part of the feedback, I received a report on the performance of each individual Director and following a review of that feedback, I am confident that each Director being proposed for re-election continues to perform effectively and to make a valuable contribution to their role. I am satisfied that each Director has demonstrated commitment to their role and ensures they devote sufficient time to it, including by attendance at Board and Committee meetings. In relation to the Board's overall performance the feedback given to the evaluation team was very positive. The Board rates its own performance highly, noting the strength of the diversity on the Board and the broad range of skills and experience.

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

ML Ferguson-McHugh (USA).

Secretary: G Carson-Callan.

This together with a strong culture of integrity and well-integrated board governance process, results in a professional, candid, engaged and highly functioning Board. As a result, I believe that each Director has, and will continue, to contribute significantly to the Company's long-term sustainable success.

With regard to my re-election, during 2021, the Board, led by the then Senior Independent Director and Chair of the Nomination Committee, Gonzalo Restrepo, completed a detailed review to consider my tenure as Chair. Following careful consideration, the Board concluded that it was in the best interests of the Group and of all stakeholders to extend my tenure and that I be re-elected, which was strongly supported by the Company's shareholders with over 93% of votes cast in favour of my re-election at the AGM in 2022. During 2022, following consideration of the Code, the comprehensive review completed during 2021 and the externally facilitated evaluation, the Board has concluded that it remains in the best interests of the Group and of all stakeholders that my tenure continues in line with the prior year recommendation and that I too be re-elected at the forthcoming AGM. Please see page 111 of the Annual Report for further details.

The re-election of each Director will be considered separately. The biographical details of, and further relevant details relating to, each of the Directors seeking re-election are set out in the Appendix to this letter.

Resolution 6 relates to the authority of the Directors to determine the remuneration of the statutory auditor. The Audit Committee participates in the negotiation of the audit fee arrangements to ensure that there is appropriate balance between the scope of work and the cost of assurance. Details of the audit fees are set out in Note 5 on page 179 of the Annual Report.

Resolution 7 seeks to renew the Directors' authority to allot and issue shares in the Company up to an aggregate nominal value of €86,716 representing 33.33% of the total issued ordinary share capital of the Company (excluding treasury shares) on 21 March 2023 (the latest practicable date prior to the publication of this letter). No treasury shares are held by the Company. The Directors have no current intention of exercising this authority outside the ordinary course of business. The Directors will exercise this authority only if they consider it to be in the best interests of Shareholders generally at the relevant time. The authority will remain in place until the earlier of the 2024 AGM or 27 July 2024, unless previously renewed, revoked or varied.

Resolution 8 seeks to renew the disapplication of statutory pre-emption rights. This Resolution grants the Directors the authority to allot shares for cash without being required first to offer such shares to existing Shareholders pro-rata. The authority will remain in place until the earlier of the 2024 AGM or 27 July 2024, unless previously renewed, revoked or varied. The authority is limited to issuances up to an aggregate nominal value of €13,007, which represents 5% of the total issued ordinary share capital of the Company on 21 March 2023 (the latest practicable date prior to the publication of this letter).

Resolution 9 seeks to grant the Directors an additional authority to allot shares on a non-pre-emptive basis. This Resolution grants the Directors the authority to allot additional shares for cash up to a further 5% of the total issued ordinary share capital of the Company on 21 March 2023 (the latest practicable date prior to the publication of this letter) without being required first to offer such shares to existing Shareholders pro-rata but only in connection with an acquisition or a specified capital investment which is announced contemporaneously with the issue, or which has taken place in the preceding six month period and is disclosed in the announcement of the issue. The authority under this Resolution is limited to issuances up to a nominal value of €13,007, which represents 5% of the total issued ordinary share capital of the Company on 21 March 2023 (the latest practicable date prior to the publication of this letter). The authority will remain in place until the earlier of the 2024 AGM or 27 July 2024, unless previously renewed, revoked or varied.

The Company does not currently hold any treasury shares. However, if any treasury shares were to be reissued by the Company under the authority which is proposed in Resolution 10, such treasury shares will count towards the authorities granted pursuant to Resolutions 8 and 9.

The Directors confirm that in respect of Resolutions 8 and 9, they intend to follow the Statement of Principles issued by the Pre-Emption Group (an advisory body representing listed companies, investors and intermediaries to which the Financial Reporting Council acts as secretariat), which were updated in November 2022.

Resolution 10 seeks to renew the Directors' authority to allow the Company, or any subsidiary thereof, to purchase any of the Company's shares and to set the price at which treasury shares may be re-issued. No more than 10% of the issued share capital of the Company may be acquired under this authority, being approximately 26,015,000 Ordinary Shares as at 21 March 2023 (the latest practicable date prior to the publication of this letter). The minimum price which may be paid for each share is the nominal value thereof and the maximum price will be the higher of: (i) the nominal value, (ii) 105% of the average of the Relevant Price (as defined in Article 9.4.4 of the Company's Articles of Association) of the shares of the same class in respect of each of the five business days prior to the date of purchase by the Company, and (iii) (if there shall be any) 105% of the average of the middle market prices for shares of the same class, as derived from the London Stock Exchange Daily Official List in respect of each of the five business days prior to the date of purchase by the Company. The authority will remain in place until the earlier of the 2024 AGM or 27 July 2024, unless previously renewed, revoked or varied.

The Directors have no present intention of exercising this authority however it will provide flexibility in the evaluation of alternative uses of capital and the Directors will only use the authority if they consider it to be in the best interests of the Company and its Shareholders generally. The Company has made no decision as to whether any shares purchased under this authority will be cancelled or held in treasury.

As at 21 March 2023 (the latest practicable date prior to the publication of this letter), the maximum number of Ordinary Shares issuable, in certain circumstances, pursuant to the vesting of share awards under the Smurfit Kappa Group 2018 Performance Share Plan amounts to 2,735,179, which represents 1.05% of the issued ordinary share capital of the Company on 21 March 2023 (the latest practicable date prior to the publication of this letter). This percentage would increase to 1.17% if the full authority to buy shares is used.

Resolution 11 relates to the convening of an extraordinary general meeting on 14 days' notice where the purpose of the meeting is to consider an ordinary resolution. If this Resolution is passed, it will maintain the existing authority in the Articles of Association of the Company which shall expire at the conclusion of the 2024 AGM unless previously renewed, varied or revoked by the Company in general meeting. As a matter of policy, the 14 days' notice will only be utilised where the Directors believe that it is merited by the business of the meeting and the circumstances surrounding the business.

Recommendation

The Directors believe that the proposals summarised in this letter are in the best interests of the Company and its Shareholders as a whole and recommend that you vote in favour of the Resolutions as they are set out in the Notice of AGM, as the Directors intend to do themselves in respect of their own Ordinary Shares.

Yours faithfully,

Irial Finan Chair

APPENDIX

Biographies of directors standing for election and re-election

Irial Finan - Non-executive Director and Chair

Irial Finan joined the Board in February 2012. He was appointed Chair in May 2019. He was Executive Vice President of The Coca-Cola Company and President of the Bottling Investments Group from 2004 until he stepped down from the role in December 2017 and retired in March 2018. Prior to this, Irial served as Chief Executive Officer of Coca-Cola Hellenic Bottling Company SA. He joined the Coca-Cola System in 1981. He served on the Board of Coca-Cola Bottlers Japan Holdings Inc. until the date of this letter. Irial is a Board member of Fortune Brands Innovations.

Anthony Smurfit - Group Chief Executive Officer

Anthony Smurfit has served as a Director of the Group since 1989. He has worked in various parts of the Smurfit Kappa Group both in Europe and the United States since he joined the Group. He was appointed Group Chief Executive Officer in September 2015, prior to which he was the Group Chief Operations Officer from November 2002. He was also Chief Executive of Smurfit Europe from October 1999 to 2002 prior to which he was Deputy Chief Executive of Smurfit Europe and previously Chief Executive Officer of Smurfit France. He is a Board member of CEPI (Confederation of European Paper Industries), and a member of the European Round Table of Industrialists.

Ken Bowles - Group Chief Financial Officer

Ken Bowles was appointed as a Director in December 2016. He joined the Group in 1994 and has occupied a number of finance roles in various parts of the Group. He was appointed Group Chief Financial Officer in April 2016, prior to which he was the Group Financial Controller from 2010. He was the Group's Head of Tax from 2007 to 2010 prior to which he was appointed as the Group's first Head of Compliance in 2004. He is an associate member of the Institute of Chartered Management Accountants and holds a first class MBA from the UCD Graduate School of Business.

Anne Anderson - Non-executive Director

Anne Anderson joined the Board in January 2019. She is an experienced international diplomat who most recently served as the Ambassador of Ireland to the United States from 2013 to 2017. She joined the Department of Foreign Affairs in 1972 and was appointed Assistant Secretary General in 1991 serving in this post until 1995. She was then appointed Ireland's Permanent Representative to the United Nations in Geneva after which she became Permanent Representative of Ireland to the European Union in 2001. Following this she was appointed Ambassador of Ireland to France in 2005, where she served until 2009. In 2009, she became Permanent Representative of Ireland to the United Nations in New York. Anne is also Chair of the Board of Advisers at the Institute for the Study of Diplomacy at Georgetown University, Washington and a Board member of the Druid Theatre Galway.

Frits Beurskens - Non-executive Director

Frits Beurskens has served as a Director of the Group since 2005. He joined the Kappa Group in 1990 and held various Managing Director positions until his appointment as its President and CEO in 1996 which he held until the merger with Smurfit. He is a former Chair of both the Confederation of European Paper Industries and the International Corrugated Cases Association and a former member of the Board of Sappi Limited. In December 2007, he was knighted and appointed by the Dutch Queen as Officer in the Order of Oranje Nassau.

Carol Fairweather - Non-executive Director

Carol Fairweather joined the Board in January 2018. She was Chief Financial Officer and an executive Director of Burberry Group plc from July 2013 to January 2017. She joined Burberry in June 2006 and prior to her appointment as CFO, she held the position of Senior Vice President, Group Finance. Prior to joining Burberry, she was Director of Finance at News International Limited from 1997 to 2005 and UK Regional Controller at Shandwick plc from 1991 to 1997. She currently serves as a non-executive Director of Segro plc. Carol is a Fellow of the Institute of Chartered Accountants.

Mary Lynn Ferguson-McHugh - Non-executive Director

Mary Lynn Ferguson-McHugh joined the Board in January 2023. She spent over 35 years at Procter & Gamble, where she held a number of senior leadership positions, including her roles as Chief Executive Officer of Family Care (Paper Products) and P&G Ventures, positions she held since 2019 having served as Group President of Family Care (Paper Products) since 2014 and P&G Ventures since 2015. Prior to that, from 2011, she was based in Switzerland where she held the position of Group President Western Europe and then Group President Europe. She is a non-executive Director of Molson Coors Beverage Company and a Board member of FJ Management Inc. and GOJO Industries Inc.