Smurfit Kappa : SKG Results of AGM 2021

30 April 2021

Regulatory Announcement

Smurfit Kappa Group plc

("Smurfit Kappa" or the "Company")

Results of Annual General Meeting

Smurfit Kappa announces that all resolutions proposed at the Annual General Meeting ("AGM") of the Company held today, 30 April 2021, were duly passed by way of a poll.

Resolutions 1 to 8 (inclusive) and Resolution 13 were passed as ordinary resolutions and resolutions 9 to 12 (inclusive) were passed as special resolutions. The full text of each resolution was set out in the Notice of AGM which was posted and made available to shareholders on 29 March 2021 (the "Notice"). The Notice is available on the Company's website at https://www.smurfitkappa.com/investors/agm

The results of the poll in respect of each resolution are as follows:

Resolution	FOR	%	AGAINST	%	TOTAL
VOTES
Resolution 1
Consideration of financial
statements and reports of	155,921,074	100.00	0	0.00	155,921,074
Directors and Statutory Auditor
thereon
Resolution 2
Consideration of the Directors'	150,927,438	96.17	6,020,064	3.83	156,947,502
Remuneration Report
Resolution 3
Consideration of the	146,576,022	93.96	9,420,688	6.04	155,996,710
Remuneration Policy
Resolution 4	156,977,058	99.82	283,680	0.18	157,260,738
Declaration of dividend
Resolution 5
Election of Ms. Kaisa Hietala as a	156,742,877	99.67	517,861	0.33	157,260,738
Director of the Company
Resolution 6(a)	145,640,064	92.62	11,620,674	7.38	157,260,738
Re-election of Irial Finan
Resolution 6(b)	154,832,632	98.46	2,427,319	1.54	157,259,951
Re-election of Anthony Smurfit
Resolution 6(c)	154,482,764	98.23	2,777,974	1.77	157,260,738
Re-election of Ken Bowles
Resolution 6(d)	156,738,597	99.67	522,141	0.33	157,260,738
Re-election of Anne Anderson
Resolution 6(e)	151,365,023	96.25	5,895,715	3.75	157,260,738
Re-election of Frits Beurskens
Resolution 6(f)	156,425,371	99.47	835,367	0.53	157,260,738
Re-election of Carol Fairweather
Resolution 6(g)	153,202,267	97.42	4,057,684	2.58	157,259,951
Re-election of James Lawrence
Resolution 6(h)	156,739,799	99.67	520,939	0.33	157,260,738
Re-election of Lourdes Melgar
Resolution 6(i)	153,888,573	98.03	3,095,479	1.97	156,984,052
Re-election of John Moloney
Resolution 6(j)
Re-election of Jørgen Buhl	153,768,857	98.55	2,257,753	1.45	156,026,610
Rasmussen
Resolution 6(k)	149,645,091	95.16	7,615,647	4.84	157,260,738
Re-election of Gonzalo Restrepo

VOTES

WITHHELD*

1,342,026

315,598

1,266,390

2,362

2,362

2,362

3,149

2,362

2,362

2,362

2,362

3,149

2,362

279,048

1,236,490

2,362

Resolution 7
Remuneration of the Statutory	157,260,668	100.00	0	0.00	157,260,668
Auditor
Resolution 8	155,913,476	99.14	1,347,192	0.86	157,260,668
Authority to issue shares
Resolution 9
Renewal of the dis-application of
statutory pre-emption rights in
respect of the allotment of shares	156,775,334	99.69	485,334	0.31	157,260,668
for cash up to an aggregate
nominal value equal to 5% of
SKG's total issued ordinary share
capital
Resolution 10
Grant additional authority for the
disapplication of statutory pre-
emption rights in respect of the
allotment of shares for cash up to	151,913,281	96.60	5,347,375	3.40	157,260,656
an aggregate nominal value equal
to a further 5% of SKG's total
issued ordinary share capital in
connection with an acquisition or
specified capital investment
Resolution 11
Renewal of the authority to make
market purchases of the
Company's own shares up to a	155,496,848	98.92	1,705,915	1.08	157,202,763
maximum of 10% of the number of
SKG's total issued ordinary share
capital
Resolution 12
Renewal of the authority to
convene an extraordinary general
meeting of shareholders of SKG	141,740,014	90.14	15,520,724	9.86	157,260,738
on not less than 14 days' notice,
where the purpose of the meeting
is to consider an ordinary
resolution
Resolution 13
To increase the maximum award	153,662,853	97.71	3,597,815	2.29	157,260,668
opportunity in the rules of the 2018
Performance Share Plan

2,432

2,432

2,432

2,444

60,337

2,362

2,432

• As a "Vote Withheld" is not a vote in law, it is not taken account in the calculation of the proportion of votes for and against the resolution or in the Total Votes shown.

In accordance with the listing rules of the Euronext Dublin and the London Stock Exchange, copies of all resolutions other than resolutions concerning ordinary business will shortly be submitted to the Euronext Dublin and to the UK's National Storage Mechanism and will be available for inspection at the following locations:

• Euronext Dublin - Company Announcements Office, Euronext Dublin, 28 Anglesea Street, Dublin 2 (T: [phone] ); and
• UK National Storage Mechanism -https://data.fca.org.uk/#/nsm/nationalstoragemechanism

For further information on the announcement, please contact:

Gillian Carson-Callan

Secretary

1. [phone]

1. [e-mail]