Smurfit Kappa : SKG Form of Proxy 2024

Form of Proxy - Annual General Meeting ("AGM") to be held on 26 April 2024 at 10.00 a.m.

Information

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Co trol Number: 919033

www.eproxyappointment.com

SRN:

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN sh wn pp site

PIN:

and agree to certain terms and conditions.

1.

Only those persons holding Ordinary Shares in the capital of the Company

egiste ed in the egister of e bers

the terms and conditions of electronic voting, via the internet by accessing the Company's Registrar's website

of the Company at 6.00 p.m. on 22 April 2024 or if the AGM is adj urned, at 6.00 p.m. n the day that falls 4 days

www.eproxyappointment.com. You will need your control number, shareholder reference number and you PIN

before the time appointed for the adjourned AGM. Certificated shareh

lders shall be entitled to attend, speak, ask

5.

number, which can be found above on this Form of Proxy.

questions and in respect of the number of Ordinary Shares registered in their name, v te at the AGM, or if relevant,

Persons who hold interests in the Company's shares through the Euroclear Bank system or as CREST depository

any adjournment thereof. Changes in the register after that time and date will be disregarded in determining the

interests ("CDIs") through the CREST system, wishing to appoint a proxy or submit voting instructions, should

2.

right of any person to attend and/or vote at the AGM or any adj urnment there .

consult with their stockbroker, custodian or other intermediary at the earliest opportunity for further information

A certificated shareholder who is entitled to atte

d, speak, ask questi

s a

d v te at the AGM f the Company is

6.

on the processes and timelines of the respective systems.

entitled to appoint a proxy to attend, speak, ask questio

s a d vote on their behalf at the AGM or any adjournment

This Form of Proxy must (i) in the case of an individual certificated shareholder be signed by the appointer or by

thereof. A certificated shareholder may appoi t more than o e proxy to atte d, speak, ask questions and vote

their attorney or submitted electronically by the certificated shareholder or their attorney; or (ii) in the case of a

at the AGM or any adjournment thereof in respect of ordi ary shares held in different securities accounts. Only

body corporate be executed either under its common seal or signed on its behalf by a duly authorised officer or

certificated shareholders have the right to appoi

t a proxy to atte d, speak, ask questions and vote on their behalf

attorney or submitted electronically in accordance with notes 3 and 4 above.

For

g as an intermediary on behalf of one

7.

In the case of joint certificated shareholders, the vote of the senior certificated shareholder who tenders a vote,

at the AGM or any adjournment thereof. Such a certificated shareholder acti

or more clients may grant a p oxy to each of its clie ts

their omi

ees a

d such intermediary may cast votes

whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint certificated

attaching to some of the o dina y sha es diffe ently f om other ordinary shares held by it. The appointment of a

shareholder(s) and for this purpose seniority will be determined by the order in which the names stand in the

proxy will not preclude a ce tificated sha eholder f om attending, speaking, asking questions and voting at the

8.

register of members in respect of the joint holding.

AGM should such certificated sha eholder subsequently wish to do so. A proxy shall be bound by the articles of

If you desire to appoint a proxy other than the Chair of the AGM or any adjournment thereof, please insert the

association

f the C

mpany. A p xy need n t be a certificated shareholder of the Company but must attend the

9.

proxy's name in block capitals in the space provided and delete the words "the Chair of the AGM or".

AGM to represent y

u. Any ce tificated sha eholder wishing to appoint more than one proxy should contact the

Please indicate how you wish your proxy to vote by marking the appropriate box. You may direct your proxy to

Company's Registrar, C mpute sha e Invest

Se vices (Ireland) Limited, at P.O. Box 13030, 3100 Lake Drive,

vote "For", "Against", or "Withheld". If no such specific instructions are given, the proxy will vote or withhold from

Citywest Business Campus, Dublin 24, D24 AK82 (phone number +353 1 447 5590). Please note that a proxy

voting at their discretion. The Withheld option is provided to enable you to abstain on any particular resolution. It

may be required to pr vide identificati n to attend the AGM.

should be noted that a vote cast as Withheld is not a vote in law and will not be counted in the calculation

3.

To be effective, the

rm f Pr xy duly c mpleted and executed, together with any original power of attorney or

of the proportion of votes "For" and "Against" the resolutions.

other authority under which it is executed, or a copy of such authority certified notarially or by a solicitor practising

10. On any other business which may properly come before the AGM or any adjournment thereof, and whether

in the Republic of Ireland, must be deposited with the Registrars of the Company either by post to Computershare

procedural and/or substantive in nature (including, without limitation, any motion to amend a resolution or

Investor Services (Ireland) Limited, at P.O. Box 13030, 3100 Lake Drive, Citywest Business Campus, Dublin

adjourn the general meeting) not specified in the Notice of Meeting or this Form of Proxy, the proxy will act at

24, Ireland

by hand (during normal business hours) to Computershare Investor Services (Ireland) Limited, at

11.

their discretion.

3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland, so as to be received in any case no

The completion and return/submission of this Form of Proxy will not preclude a certificated shareholder from

later than 48 hours before the time appointed for the AGM or any adjournment thereof or (in the case of a poll

attending and voting in person.

taken otherwise than at or on the same day as the AGM or any adjournment thereof) at least 48 hours before the

12. If you are appointing a proxy other than the Chair of the AGM (or any adjournment thereof) or any other officer

taking of the poll at which it is to be used. Any alteration to the form must be initialled by the person who signs it.

of the Company, please provide them with the Attendance Card attached hereto to facilitate their attendance.

hours before the time appointed for the holding of the AGM or any adjournment thereof or (in the case of a poll

audio, video or electronic recording devices, unless expressly authorised by the Chair of the AGM.

taken otherwise than at or on the same day as the AGM or any adjournment thereof) at least 48 hours before the

taking of the poll at which it is to be used, the appointment of a proxy may be submitted electronically, subject to

Kindly Note: This form is issued only to the addressee(s) and is specific to the

All Holders

unique designated account printed hereon. This personalised form is not transferable

between different (i) account holders; or (ii) uniquely designated accounts. The

Company and Computershare Investor Services (Ireland) Limited accept no liability

for any instruction that does not comply with these conditions.

For

Against Withheld

Ordinary Resolutions

(See Note 9)

Please use a black pen. Mark with an X

Information

X

inside the box as shown in this example.

You can also instruct your proxy not to vote on a

resolution by inserting an "X" in the Withheld box.

I/We hereby appoint the Chair of the AGM OR the following person

*

**

*

Please leave this box blank if you have selected the Chair. Do not insert your own name(s).

**

Please leave this box blank if you are appointing a proxy in respect of your full voting entitlement. If you are appoin ing he proxy n rela on to less than your full voting entitlement, please insert the number of shares in relation to

Ordinary Resolutions

For Against Withheld

For Against Withheld

(See Note 9)

(h) Kaisa Hietala

(See Note 9)

1. To review the Company's affairs and consider the financial statements

of the Company for the year ended 31 December 2023

gether with the

(i) James Lawrence

reports of the Directors and Statutory Auditor thereon.

2. To receive and consider the Directors' Remuneration Rep

rt r the year

(j) Lourdes Melgar

ended 31 December 2023.

(k) Jørgen Buhl Rasmussen

3.

To receive and consider the Remuneration Policy.

6.

To authorise the Directors to fix the remuneration of the statutory auditor for

4.

To declare a final dividend on the Ordinary Shares of the Compa y in

the year ending 31 December 2024.

respect of the year ended 31 December 2023.

7.

To authorise the Directors to allot and issue relevant securities.

5.

To re-elect:

Special Resolutions

(a) Irial Finan

8.

To renew the Directors' authority to issue Ordinary Shares on a non-pre-emptive

(b) Anthony Smurfit

basis of up to 5% for cash.

9.

To approve the Directors' additional authority to issue Ordinary Shares on a

(c) Ken B wles

non-pre-emptive basis of up to 5% for cash in the case of an acquisition or

specified capital investments.

(d) Anne Anderson

10.

To authorise the Company and/or any subsidiary to make market purchases

(e) rits Beurskens

of it's own shares.

(f) Carol Fairweather

11.

To authorise the convening of an EGM on 14 days' notice.

(g) Mary Lynn Ferguson-McHugh

Signature

Date