Smith (DS) PLC

Proxy Solicitation & Information Statement • Jul 22, 2020

Resolutions

DS Smith Plc

Annual General Meeting 2020 Form of Proxy

If you prefer to return the Form of Proxy in an envelope, then please do so using the following address: FREEPOST RTHJ-CLLL-KBKU, Equiniti Limited, Aspect House, Spencer Road, Lancing, BN99 8LU. A stamp is NOT required if posted in Great Britain, Channel Islands or Northern Ireland.

Ordinary Business

• 1 To receive and adopt the Annual Report and financial
• statements 2 To approve the Remuneration Policy
• 3 To approve the Directors' Remuneration Report
• 4 To re-elect Mr Davis as a Director
• 5 To re-elect Mr Roberts as a Director
• 6 To re-elect Mr Marsh as a Director
• 7 To elect Ms Baxter as a Director
• 8 To elect Mr Drabble as a Director
• 9 To elect Ms Kessel as a Director
• 10 To re-elect Mr Robbie as a Director
• 11 To re-elect Ms Smalley as a Director
• 12 To re-el ect Mr Soames as a Director

Voting ID				Task ID		Shareholder Reference Number
You may submit your proxy electronically @ www.sharevote.co.uk
Please tick here if this proxy instruction is one of multiple instructions being given (see note 3)
Please indicate how you wish to vote on each of the resolutions by marking X in the appropriate box.
Number of shares being voted (see note 2 and 3)
Member (Form of Proxy)
					I/We being a Member/Members of DS Smith Plc hereby appoint the Chairman of the Meeting, or the following person (see note 2)
Name
as my/our Proxy to attend, speak and vote on my/our behalf at the AGM to be held on 8 September 2020 at 9am and any adjournment thereof.
Signature					Date
Resolutions
Please mark 'X' to indicate how you wish your proxy to vote (see note 6).
Ordinary Business	For	Against	Withheld Vote			For	Against	Withheld Vote
1 To receive and adopt the Annual Report and financial					13 To re-appoint Deloitte LLP as Auditors of the Company
statements 2 To approve the Remuneration Policy					14 To authorise the Audit Committee to determine the
3 To approve the Directors' Remuneration Report					remuneration of the Auditors 15 To adopt the DS Smith 2020 Sharesave Plan
4 To re-elect Mr Davis as a Director					16 To adopt the DS Smith Stock Purchase Plan
5 To re-elect Mr Roberts as a Director					17 To approve the French schedule to the Performance
6 To re-elect Mr Marsh as a Director					Share Plan 18 To authorise the Directors to allot shares
7 To elect Ms Baxter as a Director					19 To authorise Directors' general powers to disapply pre
8 To elect Mr Drabble as a Director					emption rights up to five percent of the issued share capital
9 To elect Ms Kessel as a Director					20 To authorise Directors' additional powers to disapply pre-emption rights for an additional five per cent for
10 To re-elect Mr Robbie as a Director					certain transactions
11 To re-elect Ms Smalley as a Director					21 To renew the authority for the Company to purchase its own ordinary shares
12 To re-el ect Mr Soames as a Director					22 To maintain the notice period for general meetings

Member (Form of Proxy)

Notes on completing the Form of Proxy

These notes should be read in the light of the arrangements for this year's Annual General Meeting described in the Notice of Meeting, which include that anyone seeking to attend in person, other than those designated to form the quorum, will be refused entry.

• 1 To be valid, the Form of Proxy must reach Equiniti, Aspect House, Spencer Road, Lancing BN99 8LU by 9am on Sunday 6 September 2020.
• 2 You have the right to appoint some other person(s) of your choice, who need not be a Member, as your proxy to exercise all or any of your rights, to attend, speak and vote on your behalf at the Meeting. A proxy need not be a member of the Company but, given the format of the meeting, members are strongly encouraged to appoint the Chairman of the meeting as their proxy, rather than a named person who will not be able to attend the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided. If the proxy is being appointed in relation to less than your full voting entitlement, please enter the number of shares in relation to which they are authorised to act in the box provided. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement.
• 3 You may appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you. Additional proxy form(s) may be obtained by contacting the Registrars or by photocopying this form. Please indicate in the box provided the number of shares in relation to which the proxy is authorised to act. All forms must be signed and should be returned together in the same envelope.
• 4 Corporations must execute this form under their Common Seal or under the hand of an authorised officer or attorney.
• 5 In the case of joint holders, the signature of any one holder will be sufficient, but the names of all the joint holders should be stated.
• 6 If no specific instructions are given, the proxy will vote or abstain from voting as they think fit on the specified resolutions and, unless instructed otherwise, the person appointed proxy may also vote or abstain from voting as they think fit on any other business (including amendments to resolutions) which may properly come before the meeting.
• 7 Completion of the Form of Proxy will not preclude a Member from attending and voting in person.
• 8 The "Vote Withheld" option is not a vote in law and will not be counted in the calculation of votes "For" and "Against" a resolution
• 9 If you prefer to return the Form of Proxy in an envelope, then please do so using the following address: FREEPOST RTHJ-CLLL-KBKU, Equiniti Limited, Aspect House, Spencer Road, Lancing, BN99 8LU. A stamp is NOT required if posted in Great Britain, Channel Islands or Northern Ireland.

Equiniti Aspect House Spencer Road LANCING BN99 8EG

Business Reply Plus Licence Number RTAK-KXJC-HEXJ

TATDTTFAFTFATADDADAFFAFADFAFTTFFAADF