Smurfit Kappa GP — AGM Information 2021

Apr 30, 2021

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author: Iss, Lindsey
date: 2021-04-29 13:28:00+00:00

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Smurfit Kappa Group plc

Resolutions passed at the AGM on 30 April 2021 other than

resolutions concerning ordinary business

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 €12,951 (which represents 5% of the total issued ordinary share capital of the Company (excluding treasury shares) on 23 March 2021), 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 AGM of the Company or 29 July 2022, unless renewed, revoked or varied prior to such time; 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:

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 €12,951 (which represents 5% of the total issued ordinary share capital of the Company (excluding treasury shares) on 23 March 2021), except that this limit shall be reduced by the nominal value of all treasury shares reissued pursuant to Resolution 11; and

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 AGM of the Company or 29 July 2022, unless renewed, revoked or varied prior to such time; 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:

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;

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

the authorities hereby conferred shall expire at close of business on the earlier of the date of the next AGM of the Company or 29 July 2022 unless renewed, revoked or varied prior to such time in accordance with the provisions of the Companies Act 2014, provided that the Company may after such expiry make a market purchase or overseas 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.”

1. 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.”

1. To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That the maximum award opportunity included in the rules of the Smurfit Kappa Group plc 2018 Performance Share Plan in the form produced to the meeting and initialled by the Chair of the meeting for the purposes of identification, is increased from 225 per cent of base salary to 250 per cent of base salary.”