Smith (DS) PLC

Board/Management Information • Sep 14, 2022

DS Smith Plc

350 Euston Road London NW1 3AX

+44 (0)20 7756 1800 ^T +44 (0)20 7756 1801 ^F

www.dssmith.com ¹⁴ September 2022

Dear Shareholder,

DS Smith Plc – change of auditor

As you will have seen in the notice of the 2022 Annual General Meeting sent out in July 2022, DS Smith Plc proposed to the AGM held on 6 September 2022 a resolution to appoint Ernst & Young LLP as auditor of the Company. This resolution was passed with 99.67% of the votes cast being in favour of the appointment of Ernst & Young LLP as auditor of the Company. (Further background to this proposed appointment, and the tender process that preceded it, was set out on page 87 of the Company's 2022 Annual Report and page 83 of the Company's 2021 Annual Report.)

In accordance with the requirements of the Companies Act 2006, outgoing auditors of publicly traded companies must submit a 'statement of reasons' for ceasing to act as auditors which, in accordance with the requirements of the Companies Act 2006, the publicly traded company must then send out to all shareholders.

A copy of the 'statement of reasons' that Deloitte, the outgoing auditor, sent to the Company, as required under the Companies Act, is set out below. As you will see the sole reason for Deloitte ceasing to act as auditors is because of the application of the mandatory auditor rotation rules.

Yours faithfully,

Iain Simm Group General Counsel and Company Secretary

Statement of reasons relating to Deloitte LLP ('Deloitte') ceasing to act as auditors of DS Smith Plc (the 'Company') received by the Company on 2 September 2022

Deloitte are not seeking reappointment as auditors of the Company and, accordingly, will cease to hold office at the conclusion of the accounts meeting to be held on 6 September 2022. The reasons for Deloitte ceasing to hold office were due to Deloitte not being proposed for reappointment following the proposal of a new firm as auditor following a tender process, in which Deloitte did not participate due to the length of Deloitte's existing tenure (Deloitte were appointed in 2006) and therefore the upcoming requirement to mandatorily rotate as auditors.

Deloitte LLP – Audit registration C009201919