Smith (DS) PLC

Proxy Solicitation & Information Statement • Jul 15, 2021

Member (Form of Proxy)

Resolutions

DS Smith Plc

Annual General Meeting 2021 Proxy Card

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

Voting ID		Task ID	Shareholder Reference Number
You may submit your proxy electronically at 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 7 September 2021 at 12 noon and any
adjournment thereof.
Signature			Date
Resolutions
Please mark 'X' to indicate how you wish your proxy to vote (see note 6).
Ordinary Business	Withheld Against Vote For			Withheld Against Vote For
1 To receive and adopt the Annual Report and financial statements			11 To re-elect Mr Soames as a Director
2 To declare a final dividend			12 To re-appoint Deloitte LLP as Auditors of the Company
			13 To authorise the Audit Committee to determine
			the remuneration of the Auditors 14 To authorise the Directors to allot shares
			15 To authorise Directors' general powers to disapply
			pre-emption rights up to five per cent of the issued
			share capital 16 To authorise Directors' additional powers to disapply
			pre-emption rights for an additional five per cent for
			certain transactions 17 To renew the authority for the Company to purchase
3 To approve the Annual Report on Remuneration 4 To re-elect Mr Drabble as a Director 5 To re-elect Mr Roberts as a Director 6 To re-elect Mr Marsh as a Director 7 To re-elect Ms Baxter as a Director 8 To re-elect Ms Kessel as a Director 9 To re-elect Mr Robbie as a Director 10 To re-elect Ms Smalley as a Director			its own ordinary shares 18 To maintain the notice period for general meetings

The Annual General Meeting to be held on Tuesday 7 September 2021 at No. 4 Hamilton Place London W1J 7BQ, commencing at 12 noon.

Signature(s) of Member

Name of Proxy*

(Please use block capitals)

Signature of Proxy*

If attending the Meeting, you or your Proxy should sign this card and present it at the entrance to the Meeting Room. * If appointed.

To be held on Tuesday 7 September 2021 at No. 4 Hamilton Place London W1J 7BQ, commencing at 12 noon.

Nearby tube stations: Hyde Park Corner and Green Park

Shareholders are reminded that only members and proxy holders will be admitted to the Meeting, except by prior written arrangement with the Company Secretary.

DS Smith Plc Annual General Meeting 2021 Admittance Card

• 1 To receive and adopt the Annual Report and financial statements
• 2 To declare a final dividend
• 3 To approve the Annual Report on Remuneration
• 4 To re-elect Mr Drabble as a Director
• 5 To re-elect Mr Roberts as a Director
• 6 To re-elect Mr Marsh as a Director
• 7 To re-elect Ms Baxter as a Director
• 8 To re-elect Ms Kessel as a Director
• 9 To re-elect Mr Robbie as a Director
• 10 To re-elect Ms Smalley as a Director

Notes on completing the Form of Proxy

• 1 To be valid, the Form of Proxy must reach Equiniti, Aspect House, Spencer Road, Lancing BN99 8LU by 12 noon on Sunday 5 September 2021.
• 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. 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.

Members have the right to request information to enable them to determine that their vote was validly recorded and counted. If you wish to receive this information please contact our Registrars, Equiniti, on 0371 384 2197 if calling from the UK or +44 (0)121 415 7047 if calling from overseas. Lines are open from 8.30am to 5.30pm Monday to Friday, excluding bank holidays in England and Wales. Alternatively you can write to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.

The Annual Report for the year ended 30 April 2021 is now available on the Company's website at www.dssmith.com For direct access to this document, please type the following link into your web browser: www.dssmith.com/investors/annual-reports

If you wish to receive a further hard copy of the Company's Annual Report or other shareholder documentation, please call 0371 384 2197 or write to Equiniti, Aspect House,