Smith (DS) PLC — Proxy Solicitation & Information Statement 2024

Jul 10, 2024

Admittance Card Annual General Meeting 2024 DS Smith Plc

Place London W1J 7BQ, commencing at 12 noon. The Annual General Meeting to be held on Tuesday 3 September 2024 at No. 4 Hamilton

Nearby tube stations: Hyde Park Corner and Green Park.

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

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

Signature(s) of Member

Name of Proxy*

(Please use block capitals)

Signature of Proxy*

* If appointed.

Electronic communications

platform provided by our Registrar, Equiniti. can register for electronic communications via Shareview, a secure internet-based If you receive paper documents and would prefer to receive an email in future, you

You will then receive an email each time a shareholder document is placed and to select 'electronic' as your preferred method of delivery of communications. will need your Shareholder Reference Number, which is provided on the proxy form Go to www.shareview.co.uk and follow the 'Register' link in the top right corner. You

on our website, giving you full details of where and how to access it.

Shareholder Reference Number

DS Smith Plc

Proxy form

Annual General Meeting 2024

You may submit your proxy electronically at www.shareview.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 Chair 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 2024 at 12 noon and any adjournment thereof.

Date

Signature

Resolutions

Please mark 'X' to indicate how you wish your proxy to vote (see note 6).

		Withheld Against Vote For		For	Against	Withheld Vote
	1 To receive and adopt the Annual Report and financial statements		13 To re-appoint Ernst & Young LLP as Auditor of the Company
	2 To declare a final dividend		14 To authorise the Audit Committee to
	3 To approve the Annual Report on Remuneration		determine the remuneration of the Auditor 15 To authorise the Directors to allot shares
	4 To re-elect Mr Drabble as a Director		16 To authorise Directors' general powers to
	5 To re-elect Mr Roberts as a Director		disapply pre-emption rights up to five per
	6 To re-elect Mr Pike as a Director		cent of the issued share capital
	7 To elect Ms Bamford as a Director		17 To authorise Directors' additional powers to disapply pre-emption rights for an additional
	8 To re-elect Ms Baxter as a Director		five per cent for certain transactions
	9 To re-elect Mr Johnson as a Director		18 To renew the authority for the Company
	10 To re-elect Ms Kessel as a Director		to purchase its own ordinary shares
	11 To re-elect Mr Olsen as a Director		19 To maintain the notice period for general
	12 To re-elect Mr Robbie as a Director		meetings

If you prefer to return the Proxy form 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.

Map of Directions

Notes on completing the Proxy form

• 1 To be valid, the Proxy form must reach Equiniti, Aspect House, Spencer Road, Lancing BN99 8LU by 12 noon on Sunday 1 September 2024
• 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 Chair of the Meeting, 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 Proxy form 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 Proxy form 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 +44 (0)371 384 2197. 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 2024 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 +44 (0)371 384 2197 or write to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, stating your name, shareholding and shareholder reference number.

Business Reply PlusLicence Number RTAK-KXJC-HEXJ

Equiniti Aspect House Spencer Road LANCING BN99 8EG