Smurfit Kappa GP — AGM Information 2016

Dec 31, 2016

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt about the course of action to take, please consult your stockbroker, bank manager, solicitor, accountant or other independent professional financial adviser who, if you are taking advice in Ireland, is authorised or exempted under the Investment Intermediaries Act 1995 or the European Communities (Markets in Financial Instruments) Regulations (Nos. 1 to 3) 2007 (as amended), and, if you are taking advice in the United Kingdom, is authorised under the Financial Services and Markets Act 2000 (as amended) of the United Kingdom.

If you have sold all of your ordinary shares in Smurfit Kappa Group plc, please forward this document and the accompanying Form of Proxy to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale was effected for transmission to the purchaser or transferee.

NOTICE OF ANNUAL GENERAL MEETING FRIDAY, 5 MAY 2017

A letter from the Chairman of Smurfit Kappa Group plc is set out on pages 2 to 6 of this document.

Your attention is drawn to the Notice of the Annual General Meeting to be held at 10.00 am on 5 May 2017 at the Herbert Park Hotel, Ballsbridge, Dublin 4, D04 R2T2, Ireland, which is set out on pages 7 to 12 of this document.

A Proxy Form in connection with the resolutions to be proposed at the meeting is enclosed and, if you wish to appoint a proxy, the form should be completed and returned in accordance with the instructions set out thereon to the Company's Registrars, Capita Asset Services, 2 Grand Canal Square, Dublin 2, D02 A342, Ireland so as to be received no later than 10:00 am on 3 May 2017 or 48 hours before the time appointed for the holding of any adjourned meeting.

Alternatively, you may appoint a proxy electronically by visiting the website of the Company's Registrars at www.capitashareportal.com and entering the Company name, Smurfit Kappa. Shareholders will need to register for the share portal by clicking on "Registration Section" (if you have not registered previously) and following the instructions thereon. To submit a proxy online, shareholders will need their surname and Investor Code (IVC) both of which are printed on the enclosed Proxy Form.

If you hold your shares in CREST, you may also appoint a proxy via the CREST system by following the procedures described in the CREST manual.

30 March 2017

Dear Shareholder,

The purpose of this letter is to convene this year's Annual General Meeting ("AGM") of Smurfit Kappa Group plc (the "Company") which will be held at the Herbert Park Hotel, Ballsbridge, Dublin 4, D04 R2T2, Ireland on Friday, 5 May 2017 at 10:00 am.

I enclose the Notice of the AGM together with a Proxy Form and a copy of the Company's 2016 Annual Report. The following briefly explains the business to be transacted at the AGM.

Resolution 1 deals with reviewing the Company's affairs and considering the financial statements for the year ended 31 December 2016 together with the reports of the directors and statutory auditor thereon.

Resolution 2 deals with receiving and considering the Directors' Remuneration Report (excluding the Remuneration Policy referred to in Resolution 3) as set out on pages 71 to 84 of the Annual Report. There is no legal obligation on the Company to put such a resolution to shareholders, so it is an 'advisory' resolution and is not binding on the Company. The Board, being committed to good corporate governance practices, believes that such a resolution is best practice and is an acknowledgement of shareholders' right to have a 'say on pay'.

Resolution 3 relates to receiving and considering the Remuneration Policy contained within the Directors' Remuneration Report as set out on pages 72 to 75 of the Annual Report. The Remuneration Policy was last approved by shareholders at the Company's 2014 AGM. There is no legal obligation on the Company to put such a resolution to shareholders, so it is an 'advisory' resolution and is not binding on the Company. The Board, being committed to good corporate governance practices, believes that such a resolution is best practice and is an acknowledgement of shareholders' right to have a 'say on pay'. The Remuneration Policy will provide the framework for decisions made on remuneration by the Compensation Committee from the date of the 2017 AGM. It is the intention of the Company that this Policy will apply until the 2020 AGM, unless the Compensation Committee seeks shareholder approval for a revised policy at an earlier date.

Resolution 4 proposes the approval and payment of a final dividend on the ordinary shares in issue in the capital of the Company in respect of the year ended 31 December 2016. The Board has recommended the payment of a final dividend of EUR 57.6c per share to the holders of Ordinary Shares on the register of members at close of business on 21 April 2017 and to be paid on 12 May 2017. This represents a 20% increase in the final dividend on last year.

Resolution 5 relates to the election of Mr. Ken Bowles and Mr. Jørgen Buhl Rasmussen who were appointed to the Board as additional directors since the last annual general meeting of the Company in accordance with Article 86 of the Company's Articles of Association. Article 86 provides that a director appointed since the last AGM is required to retire at the next AGM and may then be considered for election.

Having undergone a process of careful review and selection and with the assistance of external advisors prior to the appointment of Mr. Rasmussen, and based on Mr. Bowles' and Mr. Rasmussen's effective performance since their appointment, the Board considers that Mr. Bowles and Mr. Rasmussen will make a valuable contribution to the role. Mr. Bowles and Mr. Rasmussen are each committed to their respective roles and will devote sufficient time to them, including attendance at Board and Committee meetings.

The biographical details of Mr. Bowles and Mr. Rasmussen are set out in the Appendix to this letter.

PAPER | PACKAGING | SOLUTIONS

Smurfit Kappa Group public limited company. Registered in Ireland No. 433527. Registered office: Beech Hill, Clonskeagh, Dublin 4, D04 N2R2. Directors: L O'Mahony Chairman, APJ Smurfit Chief Executive Officer, K Bowles Chief Financial Officer, G McGann, GPF Beurskens (Netherlands), R Thorne (UK), T Brodin Senior Independent Director (Sweden), R Newell (Mexico), I Finan, C Bories (France), JJ Moloney, G Restrepo (Colombia), J Lawrence (USA), JB Rasmussen (Denmark).

Secretary: M O'Riordan.

Resolution 6 proposes the re-election of directors. As recommended by the UK Corporate Governance Code, all of the directors (apart from Mr. Bowles and Mr. Rasmussen who are proposed for election under Resolution 5 and Mr. Thomas Brodin and Mr. Gary McGann who have informed the Board of their intention to retire from the Board with effect from the conclusion of the AGM) will retire from office and seek re-election at the AGM.

A formal evaluation of the performance of each of these directors has been conducted and I am confident that each director being proposed for re-election continues to perform effectively and to make a valuable contribution to the role. I am satisfied that each director has demonstrated commitment to the role and ensures he/she devotes sufficient time to it, including by attendance at Board and Committee meetings. I believe that the varied and extensive experience of each of the directors will continue to be invaluable to the Company. The re-election of each director will be considered separately. The biographical details of each of the directors seeking re-election are set out in the Appendix to this letter.

Resolution 7 relates to the authority of the directors to determine the remuneration of the statutory auditor. The Audit Committee participates in the negotiation of the audit fee arrangements to ensure that there is appropriate balance between the scope of work and the cost of assurance. Details of the audit fees are set out in the Annual Report in Note 5 on page 115.

Resolution 8 seeks to renew the directors' authority to allot and issue shares in the Company up to an aggregate nominal value of €78,934, representing 33.33% of the total issued ordinary share capital of the Company (excluding treasury shares) on 27 March 2017 (the latest practicable date prior to the publication of this letter). No treasury shares are held by the Company. The directors have no current intention of exercising this authority outside the ordinary course of business. The directors will exercise this authority only if they consider it to be in the best interests of shareholders generally at the relevant time. The authority will remain in place until the earlier of the 2018 AGM or 4 August 2018, unless previously renewed, revoked or varied.

Resolution 9 seeks to renew the disapplication of statutory pre-emption rights. This Resolution grants the directors the authority to allot shares for cash without being required first to offer such shares to existing shareholders pro-rata. The authority will remain in place until the earlier of the 2018 AGM or 4 August 2018, unless previously renewed, revoked or varied. The authority is limited to issuances up to an aggregate nominal value of €11,840 which represents 5% of the total issued ordinary share capital of the Company on 27 March 2017 (the latest practicable date prior to the publication of this letter).

Resolution 10 seeks to grant the directors an additional authority to allot shares on a non-pre-emptive basis. This Resolution grants the directors the authority to allot additional shares for cash up to a further 5% of the total issued ordinary share capital of the Company on 27 March 2017 (the latest practicable date prior to the publication of this letter) without being required first to offer such shares to existing shareholders pro-rata but only in connection with an acquisition or a specified capital investment which is announced contemporaneously with the issue, or which has taken place in the preceding six month period and is disclosed in the announcement of the issue. The authority under this resolution is limited to issuances up to a nominal value of €11,840 which represents 5% of the total issued ordinary share capital of the Company on 27 March 2017 (the latest practicable date prior to the publication of this letter). The authority will remain in place until the earlier of the 2018 AGM or 4 August 2018, unless previously renewed, revoked or varied.

The 5% limit in each of Resolutions 9 and 10 includes any treasury shares reissued by the Company under the authority which is proposed in Resolution 11.

The directors confirm that in respect of Resolutions 9 and 10, they intend to follow the Statement of Principles issued by the Pre-Emption Group (an advisory body representing listed companies, investors and intermediaries to which the FRC acts as secretariat) by ensuring that allotments of shares for cash and the reissuance of treasury shares on a nonpre-emptive basis, other than for employees' share schemes or in connection with an acquisition or specified capital investment, will not exceed 7.5% of the issued ordinary share capital of the Company within a rolling three-year period without prior consultation with shareholders.

Resolution 11 seeks to renew the directors' authority to allow the Company, or any subsidiary thereof, to purchase any of the Company's shares and to set the price at which treasury shares may be re-issued. No more than 10% of the issued share capital of the Company may be acquired under this authority, being approximately 23,680,000 ordinary shares as at 27 March 2017 (the latest practicable date prior to the publication of this letter). The minimum price which may be paid for each share is the nominal value thereof and the maximum price will be the higher of: (i) the nominal value, (ii) the higher of the price of the last independent trade and the highest current independent bid as stipulated by Article 5(1) of Commission Regulation (EC) No. 2273/2003, (iii) 105% of the average price of the shares of the same class in respect of each of the five dealing days prior to the date of purchase by the Company and (iv) 105% of the average price of the middle market prices for shares of the same class, as derived from Irish Stock Exchange Daily Official List or the London Stock Exchange Daily Official List in respect of each of the five dealing days prior to the date of purchase by the Company.

The authority will remain in place until the earlier of the 2018 AGM or 4 August 2018, unless previously renewed, revoked or varied. The directors have no present intention of exercising this authority; however, it will provide flexibility in the evaluation of alternative uses of capital and the directors will only use the authority if they consider it to be in the best interests of the Company and its shareholders generally. The Company has made no decision as to whether any shares purchased under this authority will be cancelled or held in treasury.

As at 27 March 2017, (the latest practicable date prior to the publication of this letter): (i) the total number of convertible shares (which may be converted into ordinary shares in the Company) in issue in the Company and (ii) the maximum number of ordinary shares issuable, in certain circumstances, pursuant to the vesting of share awards under the Smurfit Kappa Group 2011 Deferred Annual Bonus Plan amount to 580,248 and 2,346,745 respectively, which together represent 1.2% of the issued ordinary share capital of the Company on 27 March 2017. This percentage would increase to 1.4% if the full authority to buy shares is used.

Resolution 12 relates to the convening of an extraordinary general meeting on 14 days' notice where the purpose of the meeting is to consider an ordinary resolution. If this resolution is passed it will maintain the existing authority in the Articles of Association of the Company which shall expire at the conclusion of the 2018 AGM unless previously reviewed, varied or revoked by the Company in general meeting. As a matter of policy, the 14 days' notice will only be utilised where the directors believe that it is merited by the business of the meeting and the circumstances surrounding the business.

Recommendation

The directors believe that the proposals summarised in this letter are in the best interests of the Company and its shareholders as a whole and recommend you to vote in favour of the Resolutions as they are set out in the Notice of AGM, as the directors intend to do themselves in respect of their own ordinary shares.

Yours faithfully,

Liam O'Mahony Chairman

APPENDIX

Biographies of directors standing for election and re-election

Liam O'Mahony – Chairman

Liam O'Mahony joined the Board upon the Company being admitted to trading on the Irish Stock Exchange and the London Stock Exchange in March 2007. He was appointed Chairman in December 2008. He is a Director of Project Management Limited and was previously Chairman of IDA Ireland. He was the Chief Executive Officer of CRH plc from January 2000 until his retirement in December 2008, prior to which in a 37 year executive career within the CRH Group he held a number of senior management positions including Chief Executive of its US operations and Managing Director, Republic of Ireland and UK companies. He retired from the Board of CRH plc in 2011. (Age 70)

Anthony Smurfit – Chief Executive Officer

Anthony Smurfit has served as a Director in the Group since 1989 and was appointed Group Chief Executive Officer in September 2015. He has worked in various parts of the Smurfit Group both in Europe and the United States since he joined the Group. He was Group Chief Operations Officer from November 2002 to September 2015 and Chief Executive of Smurfit Europe from October 1999 to 2002 prior to which he was Deputy Chief Executive of Smurfit Europe and previously Chief Executive Officer of Smurfit France. (Age 53)

Ken Bowles – Group Chief Financial Officer

Ken Bowles was appointed Group Chief Financial Officer in April 2016 and was appointed a Director in December 2016. He joined the Group in 1994 and has occupied a number of finance roles in various parts of the Group. In 2004 he was appointed as the Group's first Head of Compliance, in 2007 he became the Group's Head of Tax and in 2010 he was appointed Group Financial Controller. Mr. Bowles is an associate member of the Institute of Chartered Management Accountants and holds a first class MBA from the UCD Graduate School of Business. (Age 45)

Frits Beurskens – Non-Executive Director

Frits Beurskens has served as a Director in the Group since December 2005. He joined the Kappa Group in 1990 and held various Managing Director positions until his appointment as its President in 1996 which he held until the merger with Smurfit. He is a member of the Board of Sappi Limited. He is a former Chairman of both the Confederation of European Paper Industries and the International Corrugated Cases Association. In December 2007 he was appointed by the Dutch Queen as Officer in the Order of Oranje Nassau. (Age 69)

Christel Bories – Non-Executive Director

Christel Bories joined the Board in November 2012. Ms. Bories was appointed Deputy Chief Executive Officer of Eramet SA in February 2017. Ms. Bories was previously Deputy Chief Executive Officer of Ipsen SA from March 2013 to March 2016. She was President and Chief Executive Officer of Constellium (formerly Engineered products, Rio Tinto) from 2007 to the end of 2011 prior to which she was a senior executive in both Pechiney Packaging and Alcan for fourteen years of which eight years was as the General Manager of the Packaging business. Ms. Bories spent seven years in strategic consulting prior to her industrial experience. She is a non–executive Director of Legrand SA. (Age 52)

Irial Finan – Non-Executive Director

Irial Finan joined the Board in February 2012. He is currently Executive Vice President of The Coca-Cola Company and President of the Bottling Investments Group. He is also responsible for the stewardship of The Coca-Cola Company's Equity Investments. He joined the Coca-Cola System in 1981. Prior to his appointment to his current role in 2004, Mr. Finan served as Chief Executive Officer of Coca-Cola Hellenic Bottling Company SA. Mr. Finan is a Fellow of the Institute of Chartered Management Accountants. (Age 59)

James Lawrence – Non-Executive Director

James Lawrence joined the Board in October 2015. He is currently Chairman of Great North Star LLC, an investment and advisory firm. He served as Chairman of Rothschild North America from 2012 to 2015 and previously served as Chief Executive Officer of Rothschild North America from 2010 to 2012. Prior to this, Mr. Lawrence served as Chief Financial Officer and an executive Director of Unilever plc. Mr. Lawrence joined Unilever from General Mills where he was Vice-Chairman and Chief Financial Officer. He previously also held senior positions with Northwest Airlines and Pepsico Inc. He is a non-executive Director of Avnet, Inc. and International Consolidated Airlines Group S.A. (Age 64)

John Moloney – Non-Executive Director

John Moloney joined the Board in December 2013. He is the former Group Managing Director of Glanbia plc, a global performance nutrition and ingredients company. He served as Group Managing Director of Glanbia plc from 2001 until he retired from this position in November 2013. He joined Glanbia plc in 1987 and held a number of senior management positions before he was appointed Deputy Group Managing Director in 2000. He is Chairman of Coillte Teo and Chairman of DCC plc and a non-executive Director of Greencore Group plc. (Age 62)

Roberto Newell – Non-Executive Director

Roberto Newell joined the Board in June 2010. He is Vice Chairman of the Board of the Instituto Mexicano para la Competitividad, A.C. ('IMCO'), an independent think-tank in Mexico, established to develop policies to enhance Mexico's competitiveness. Prior to joining IMCO, Mr. Newell served Mexico's Federal Government, most recently as Deputy Secretary for Agriculture. Between 1984 and 2001, Mr. Newell worked for McKinsey & Co., where he served clients in North America and Latin America. At McKinsey, Mr. Newell advised large corporations and national governments with a focus on the financial and telecommunications sectors. Mr. Newell serves on the Board of a number of institutions in Mexico. (Age 69)

Jørgen Buhl Rasmussen - Non-Executive Director

Jørgen Buhl Rasmussen joined the Board in March 2017. He is the former Chief Executive Officer of Carlsberg A/S. He served as the Chief Executive Officer of Carlsberg AS from 2007 until he retired from this position in 2015 having joined the company in 2006. He previously held senior positions in several global FMCG companies, including Gillette Group, Duracell, Mars and Unilever over the previous 28 years. He is Chairman of Novozymes A/S and Unhrenholt A/S. (Age 61)

Gonzalo Restrepo – Non-Executive Director

Gonzalo Restrepo joined the Board in June 2015. He is the former Chief Executive Officer of Almacenes Exito SA, a leading retail company in Latin America and a subsidiary of the French company, Casino Group. He served as the Chief Executive Officer of Almacenes Exito from 1990 until he retired from this position in 2013. He is a non-executive Director of Cardif Colombia Seguros Generales SA. He is a member of the Entrepreneurs Council of Proantioquia in Colombia. (Age 66)

Rosemary Thorne – Non-Executive Director

Rosemary Thorne joined the Board in March 2008. During her executive career she was Group Finance Director for Ladbrokes plc from 2006 to April 2007, Bradford and Bingley plc from 1999 to 2005 and J Sainsbury plc from 1992 to 1999. Ms. Thorne has extensive experience as a non-executive Director and currently serves as a non-executive Director of Solvay S.A. Ms. Thorne is a Fellow of the Institute of Chartered Management Accountants and a Fellow of the Association of Corporate Treasurers. (Age 65)

SMURFIT KAPPA GROUP PUBLIC LIMITED COMPANY Notice of Annual General Meeting

NOTICE is hereby given that the Annual General Meeting of Smurfit Kappa Group Public Limited Company (the "Company") will be held at the Herbert Park Hotel, Ballsbridge, Dublin 4, D04 R2T2, Ireland on Friday, 5 May 2017 at 10:00 am for the following purposes:

• 1. To review the Company's affairs and consider the financial statements of the Company for the year ended 31 December 2016 together with the reports of the directors and Statutory Auditor thereon.
• 1. To receive and consider the Directors' Remuneration Report (other than the Remuneration Policy referred to in Resolution 3) as set out on pages 71 to 84 of the Annual Report for the year ended 31 December 2016.
• 1. To receive and consider the Remuneration Policy contained within the Directors' Remuneration Report as set out on pages 72 to 75 of the Annual Report for the year ended 31 December 2016.
• 1. To declare a final dividend of EUR 57.6c per Ordinary Share for the year ended 31 December 2016 payable to the holders of Ordinary Shares on the register of members at close of business on 21 April 2017 and to be paid on 12 May 2017.
• 1. To elect, each by way of separate resolution, as directors the following persons who were appointed to the Board since the last general meeting and who are recommended to the Board for election:
• (a) Mr. Ken Bowles (Resolution No. 5(a))
• (b) Mr. Jørgen Buhl Rasmussen (Resolution No. 5(b))
• 1. To re-elect, each by way of separate resolution, as directors the following persons who are seeking re-election on an annual basis in accordance with the UK Corporate Governance Code and who are recommended by the Board for re-election:
• (a) Mr. Liam O'Mahony (Resolution No. 6(a))
• (b) Mr. Anthony Smurfit (Resolution No. 6(b))
• (c) Mr. Frits Beurskens (Resolution No. 6(c))
• (d) Ms. Christel Bories (Resolution No. 6(d))
• (e) Mr. Irial Finan (Resolution No. 6(e))
• (f) Mr. James Lawrence (Resolution No. 6(f))
• (g) Mr. John Moloney (Resolution No. 6(g))
• (h) Mr. Roberto Newell (Resolution No. 6(h))
• (i) Mr. Gonzalo Restrepo (Resolution No. 6(i))
• (j) Ms. Rosemary Thorne (Resolution No. 6(j))
• 1. To authorise the directors to fix the remuneration of the Statutory Auditor.
• 1. To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That, for the purposes of Section 1021 of the Companies Act 2014, the directors be and are generally and unconditionally authorised to exercise all the powers of the Company to allot and issue relevant securities (as defined by Section 1021 of that Act (including, without limitation, any treasury shares, as defined by Section 106 of that Act)) up to an aggregate nominal amount equal to €78,934. This authority shall expire at close of business on the earlier of the next Annual General Meeting of the Company or 4 August 2018 but may be previously revoked or varied by the Company in General Meeting and may be renewed by the Company in General Meeting for a further period not to exceed 15 months from the date of such renewal. The Company may make an offer or agreement before the expiry of this authority which would or might require relevant securities to be allotted after this authority has expired and the directors may allot relevant securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired."

1. To consider and, if thought fit, pass the following resolution as a special resolution:

"That, if Resolution 8 is passed, the directors be empowered for the purposes of Article 7 of the Articles of Association to allot equity securities (as defined by Section 1023 of the Companies Act 2014) for cash as if Section 1022 of the Companies Act 2014 did not apply to any such allotment and that, for the purpose of Article 7 of the Articles of Association, the Section 1023 Amount (as defined in Article 7 of the Articles of Association) pursuant to this Resolution 9 shall, for the current Allotment Period (as defined in Article 7 of the Articles of Association) or such part thereof up to expiry of this authority, be an aggregate nominal amount equal to €11,840 except that this limit shall be reduced by the nominal value of all treasury shares reissued pursuant to Resolution 11. The authority conferred by this resolution shall expire at close of business on the earlier of the date of the next Annual General Meeting of the Company or 4 August 2018, unless previously renewed, revoked or varied; provided that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such offer or agreement as if the power hereby conferred had not expired."

1. To consider and, if thought fit, pass the following resolution as a special resolution:

"That, if Resolution 8 is passed and in addition to any authority granted under Resolution 9, the directors be empowered for the purposes of Article 7 of the Articles of Association to allot additional equity securities (as defined by Section 1023 of the Companies Act 2014) for cash as if Section 1022 of the Companies Act 2014 did not apply to any such allotment provided that:

• (a) for the purpose of Article 7 of the Articles of Association, the Section 1023 Amount (as defined in Article 7 of the Articles of Association) pursuant to this Resolution 10 shall, for the current Allotment Period (as defined in Article 7 of the Articles of Association) or such part thereof up to expiry of this authority, be an aggregate nominal amount equal to €11,840 except that this limit shall be reduced by the nominal value of all treasury shares reissued pursuant to Resolution 11; and
• (b) the proceeds of any such allotment are to be used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice.

The authority conferred by this resolution shall expire at close of business on the earlier of the date of the next Annual General Meeting of the Company or 4 August 2018, unless previously renewed, revoked or varied; provided that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such offer or agreement as if the power hereby conferred had not expired."

1. To consider and, if thought fit, pass the following resolution as a special resolution:

''That:

• (a) the Company and/or any subsidiary (as such expression is defined by Section 7 of the Companies Act 2014) of the Company be generally authorised to make market purchases or overseas market purchases (each as defined by Section 1072 of the Companies Act 2014) of shares of any class of the Company on such terms and conditions and in such manner as the directors may from time to time determine in accordance with and subject to the provisions of the Companies Act 2014 and to the restrictions and provisions set out in Article 9.4 of the Articles of Association;
• (b) the re-issue price range at which any treasury shares (as defined by Section 106 of the Companies Act 2014) held by the Company may be re-issued off-market shall be the price range set out in Article 10 of the Articles of Association; and

• (c) the authorities hereby conferred shall expire at close of business on the earlier of the date of the next Annual General Meeting of the Company or 4 August 2018 unless previously revoked or renewed in accordance with the provisions of the Companies Act 2014, provided that the Company may after such expiry make a market purchase where the contract of purchase was concluded before the expiry which would or might be executed wholly or partly after the expiry and the directors may purchase shares in pursuance of such contract as if the power hereby conferred had not expired."

• To consider and, if thought fit, pass the following resolution as a special resolution:

"That a general meeting, other than an annual general meeting or a meeting called for the passing of a special resolution, may be called on not less than fourteen days' notice."

BY ORDER OF THE BOARD

M O'Riordan Secretary

Registered Office

Beech Hill Clonskeagh Dublin 4 D04 N2R2 Ireland

30 March 2017

Notes:

• 1. Resolutions 2 and 3 are advisory resolutions and are not binding on the Company.
• 1. Only holders of the Ordinary Shares in the capital of the Company are entitled to vote on the resolutions.
• 1. All votes will be by show of hands. Every holder of Ordinary Shares who is present in person or by proxy has one vote (but no individual shall have more than one vote). If a poll is demanded pursuant to Article 60 of the Company's Articles of Association, every shareholder shall have one vote for every Ordinary Share of which he or she is the holder. Where a poll is taken, a shareholder, whether present in person or by proxy, holding more than one Ordinary Share need not cast all of his/her votes in the same way.

An ordinary resolution requires a simple majority of votes cast by shareholders voting in person or by proxy to be passed. A special resolution requires a majority of not less than 75% of votes cast by those who vote either in person or by proxy to be passed.

• 1. Where used in this Notice the expression "treasury shares" means any shares in the capital of the Company purchased by the Company and/or any subsidiary (as such expression is defined by the EC (Public Limited Companies Subsidiaries) Regulations 1997) of the Company pursuant to the provisions of Part 3, Chapter 6 of the Companies Act 2014 and held as treasury shares (as defined therein).
• 1. Pursuant to Section 1105 of the Companies Act 2014 and Regulation 14 of the Companies Act 1990 (Uncertificated Securities) Regulations 1996 (as amended), the Company hereby specifies that only those shareholders on the register of members of the Company as at 6:00 pm on 3 May 2017 (or as at 6:00 pm on the day which is two days before the date of any adjourned meeting) will be entitled to attend and vote at the Annual General Meeting and may only vote in respect of the number of shares registered in their name at that time.
• 1. A shareholder entitled to attend, speak, ask questions and vote at the meeting is entitled to appoint a proxy by electronic means or in writing to attend, speak, ask questions and vote on his or her behalf and may appoint more than one proxy to attend on the same occasion in respect of shares held in different securities accounts. A shareholder acting as an intermediary on behalf of one or more clients may grant a proxy to each of its clients or their nominees and such intermediary may cast votes attaching to some of the shares differently from other shares held by it. A Proxy Form is enclosed. If you wish to appoint more than one proxy please contact the Company's Share Registrar, Capita Asset Services, Shareholder Solutions (Ireland) (the "Registrar") on +353 (1) 553 0050. A shareholder may appoint the Chairman or another person, who need not be a shareholder of the Company, as a proxy. The appointment of a proxy will not preclude a shareholder from attending, speaking, asking questions and voting at the meeting should the shareholder wish to do so. Please note that a proxy may be required to provide identification to attend the meeting.
• 1. To be effective, Proxy Forms and any power of attorney or other authority under which it is signed or a certified copy thereof, must be received by the Registrar either electronically or to P.O. Box 7117, Dublin 2 (if delivered by post) or to Capita Asset Services, 2 Grand Canal Square, Dublin 2, D02 A342, (if delivered by hand) not later than 10:00 am on 3 May 2017 or 48 hours before the time appointed for the holding of any adjourned meeting.
• 1. Shareholders who wish to submit proxies by electronic means may do so any time up to 10:00 am on 3 May 2017 (or 48 hours before the time appointed for the holding of any adjourned meeting), by accessing the Registrar's website, www.capitashareportal.com and entering the Company name, Smurfit Kappa. Shareholders will need to register for share portal by clicking on "Registration Section" (if you have not registered previously) and following the instructions thereon. To submit a proxy on-line, shareholders will need their surname and Investor Code (IVC) both of which are printed on the enclosed Proxy Form. Shareholders who do not receive a proxy form by post or who wish to be sent paper copies of documents relating to the meeting should contact the Registrar (Tel. +3531 553 0050).
• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST Proxy Instruction must be properly authenticated in accordance with CRESTCo's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Registrar (ID 7RA08) by 10:00 am on 3 May 2017. For this purpose, this time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service providers should note that CRESTCo does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Companies Act 1990 (Uncertificated Securities) Regulations 1996 (as amended).
• 1. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s) and, for this purpose, seniority will be determined by the order in which the names of the joint holders stand in the register of members in respect of the share.
• 1. Pursuant to Section 1104(1)(a) of the Companies Act 2014 and subject to any contrary provision in company law, shareholders, holding at least 3% of the Company's issued share capital, or at least 3% of the voting rights, have the right to put an item on the agenda of an annual general meeting. Such item must be accompanied by stated grounds justifying its inclusion or a draft resolution to be adopted at the annual general meeting. In the case of the 2017 Annual General Meeting, the latest date for submission of such requests/resolutions was 24 March 2017 (being 42 days prior to the date of the meeting).
• 1. Pursuant to Section 1104(1)(b) of the Companies Act 2014 and subject to any contrary provision in company law, shareholders, holding at least 3% of the Company's issued share capital, or at least 3% of the voting rights, have the right to table a draft resolution relating to an item on the agenda of a general meeting. In the case of the 2017 Annual General Meeting, the latest date for submission of such resolutions is 7 April 2017 (being 28 days prior to the date of the meeting).
• 1. Matters to be included under Notes 11 and 12 above should be submitted in hard copy form to the Company Secretary, Smurfit Kappa Group p.l.c., Beech Hill, Clonskeagh, Dublin 4, D04 N2R2, Ireland or electronically by email to corporateinfo@smurfitkappa.com. Requests submitted in hard copy should be signed by the shareholder(s) and all submissions should state the full name(s) and address(es) of the shareholder(s) together with their Investor Code(s). Any resolution submitted must not be such as would be incapable of being passed or otherwise be ineffective whether by reason of inconsistency with any enactment of the Company's Memorandum and Articles of Association, company law or otherwise. A draft resolution must not be defamatory of any person.
• 1. Pursuant to Section 1107 of the Companies Act 2014 and subject to any contrary provision in company law, shareholders entitled to attend the Annual General Meeting have the right to ask questions relating to items on the agenda of the Annual General Meeting and to have such questions answered by the Company subject to any reasonable measures the Company may take to ensure the identification of the shareholder and unless:
• (a) answering the question would interfere unduly with the preparation for the Annual General Meeting or the confidentiality and business interests of the Company; or
• (b) the answer has already been given on the Company's website in a question and answer forum; or
• (c) it appears to the Chairman of the Annual General Meeting that it is undesirable in the interests of good order of the Annual General Meeting that the question be answered.
• 1. A copy of this Notice, details of the total number of shares and voting rights at the date of this Notice, and copies of documentation relating to the 2017 Annual General Meeting, including Proxy Forms, can be obtained from the Company's website www.smurfitkappa.com.