Company Announcements

11 March 2021

Smurfit Kappa Group plc

("Smurfit Kappa" or the "Company")

Update on Migration of Participating Securities from the CREST System to Euroclear Bank's central securities depositary

As previously announced, at the extraordinary general meeting of the Company held on 5 February 2021 (the "EGM"), shareholders approved the Migration and authorised the Board of the Company to take all steps necessary to implement the Migration. As further announced, the Company has consented to the Migration and has made the requisite notifications to the Irish Companies Registration Office and Euronext Dublin.

Accordingly, the Company confirms that all steps required to be taken by the Company pursuant to the Migration Act and to give effect to Migration have now been completed.

Timetable for Migration

Euronext Dublin has published a statement relating to its obligations under the Migration Act.  This statement can be found at the following link: https://www.euronext.com/en/media/4354.

This statement is to the effect that Migration under the Migration Act is scheduled to proceed in accordance with the indicative timetable which was previously communicated to the market, most recently on 17 February 2021.  In particular Euronext Dublin has advised that the Live Date on which Migration is to take effect is 15 March 2021 and further that this date will be formally appointed by Euronext Dublin as the Live Date for Migration on the evening of Friday, 12 March 2021.

Accordingly, no change is anticipated in relation to the timetable set out in the Company's Circular  to Shareholders dated 5 January 2021 in respect of Migration (the "EGM Circular").

Euronext Dublin maintains a dedicated web page relating to Migration (on which details of the timetable and other relevant details can be found) at the following link: https://www.euronext.com/en/migration-csd-services-for-irish-securities-crest-euroclear-bank.

Actions to be taken by Smurfit Kappa Shareholders

For Smurfit Kappa Shareholders who hold their shares in paper form (ie, outside of the CREST System and in "certificated" form) there will be no change to what is owned and how it is held. Therefore, the impact of Migration on such Shareholders is expected to be minimal and no immediate action is required.

For Smurfit Kappa Shareholders who hold their shares through the CREST System (ie, in "uncertificated" form), Migration will result in changes to what is technically owned, how the interest is held, and how rights related to the shares will be exercised. Details of those changes are set out in the EGM Circular. In relation to the mechanism for holding interests specifically:

§ Retail Shareholders who hold their shares electronically in the CREST System - through a broker, custodian or nominee - will continue to hold their interest through that broker, custodian or nominee, as a CREST Depository Interest (CDI) or (assuming the broker, custodian or nominee is or becomes a participant in the Euroclear System in the way they are in the CREST System) as a Belgian Law Right in the Euroclear System; and

§ Institutional Shareholders who hold their Shares electronically in the CREST System directly in their own name (ie, as a CREST member), will continue to be able to hold their interests in shares directly in their own name as a CREST Depository Interest (CDI) or (provided they become a participant in the Euroclear Bank system) as a Belgian Law Right in the Euroclear Bank system. Where such Shareholders wish to hold in the Euroclear Bank system, but are not or do not become a Euroclear Bank participant, they will need to enter into an arrangement with a broker, custodian or nominee who is a participant, so that they can hold the relevant interest for them.

If they have not done so already, Smurfit Kappa Shareholders holding their shares in the CREST System are strongly encouraged to consult with their stockbroker or other intermediary at the earliest opportunity. Migration will result in a change in both the form and nature of shareholding in the Company, and the substance of, and manner in which, rights can be exercised. In particular, Migration will result in important changes to the processes and timelines for submitting proxy voting instructions for the Company's forthcoming AGM. Shareholders should familiarise themselves with the new processes and timelines, and ensure all necessary actions have been taken on their part and by their stockbroker or other intermediary, to ensure they can continue to enjoy their rights as a Smurfit Kappa shareholder in the context of the new Euroclear Bank system.

The Company does not intend to issue any further updates on Migration as it affects the Company before Migration, save to the extent that there is a material change to the information previously provided.

Defined terms used in this announcement have the same meaning as set out in the EGM Circular.

Shareholders are also referred to the Migration Guide (Version 3 January 2021) for further details in relation to the operation of Migration.

For further information on this announcement, please contact:

Group Secretary

Gillian Carson-Callan

T: +353 1 202 7152

E: Gillian.Carson-Callan@smurfitkappa.com 

END