Smith (DS) PLC — Proxy Solicitation & Information Statement 2019

Jul 8, 2019

Resolutions

DS Smith Plc

Annual General Meeting 2019 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

• 1 To receive and adopt the Annual Report and Accounts
• 2 To declare a Final Dividend
• 3 To approve the Annual Report on Remuneration
• 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 re-elect Mr Britton as a Director
• 8 To re-elect Ms O'Donovan as a Director
• 9 To elect Mr Robbie as a Director
• 10 To re-elect Ms Smalley as a Director
• 11 To elect Mr Soames as a Director

The Annual General Meeting to be held on Tuesday 3 September 2019 at The Lincoln Centre, 18 Lincoln's Inn Fields, London WC2A 3ED, 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.

DS Smith Plc Annual General Meeting 2019

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 3 September 2019 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		Against For	Withheld Vote
1 To receive and adopt the Annual Report and Accounts		12 To re-appoint Deloitte LLP as Auditors of the Company
2 To declare a Final Dividend		13 To authorise the Audit Committee to determine
3 To approve the Annual Report on Remuneration		the remuneration of the Auditors
4 To re-elect Mr Davis as a Director		14 To authorise the Directors to allot shares
5 To re-elect Mr Roberts as a Director		15 To authorise Directors' general powers to disapply pre-emption rights up to five per cent of the issued
6 To re-elect Mr Marsh as a Director		share capital
7 To re-elect Mr Britton as a Director		16 To authorise Directors' additional powers to disapply pre-emption rights for an additional five per cent for
8 To re-elect Ms O'Donovan as a Director		certain transactions
9 To elect Mr Robbie as a Director		17 To renew the authority for the Company to purchase
10 To re-elect Ms Smalley as a Director		its own ordinary shares
11 To elect Mr Soames as a Director		18 To maintain the notice period for general meetings

To be held on Tuesday 3 September 2019 at The Lincoln Centre, 18 Lincoln's Inn Fields, London WC2A 3ED, commencing at 12 noon.

Nearest tube stations: Holborn, Chancery Lane, Temple

Shareholders are politely requested to bring no more than one guest to the Meeting except by prior written arrangement with the Company Secretary.

DS Smith Plc Annual General Meeting 2019 Admittance Card

Member (Form of Proxy)

Notes on completing the Form of Proxy

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

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• 1 To be valid, the Form of Proxy must reach Equiniti, Aspect House, Spencer Road, Lancing BN99 8LU by 12 noon on Sunday 1 September 2019.
• 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 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

Freepost RTHJ-CLLL-KBKU Aspect House Spencer Road Freepost RTHJ-CLLL-KBKU Equiniti Aspect House Spencer Road LANCING BN99 8LU