Smurfit Kappa GP — Proxy Solicitation & Information Statement 2012

Apr 2, 2012

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 2007 (as amended), and, if you are taking advice in the United Kingdom, is authorised under the Financial Services and Markets Act 2000 of the United Kingdom.

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

Annual General Meeting Friday, 4 May 2012 at 10:00 am The Conrad Hotel, Earlsfort Terrace, Dublin 2.

Beech Hill, Clonskeagh, Dublin 4, Ireland. Tel: +353 (0)1 202 7000 Fax: +353 (0)1 269 4481 Web: www.smurfitkappa.com

2 April 2012

Dear Shareholder,

The Annual General Meeting ("AGM") of Smurfit Kappa Group plc (the "Company") will be held at The Conrad Hotel, Earlsfort Terrace, Dublin 2 on 4 May 2012 at 10:00 a.m. I enclose the Notice of the AGM together with a Proxy Form and a copy of the Company's 2011 Annual Report.

This letter explains the business to be transacted at the AGM.

Resolution 1 relates to receiving and considering the financial statements for the year ended 31 December 2011.

Resolution 2 relates to receiving and considering the report on directors' remuneration as set out on pages 52 to 60 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 believes that such a resolution is good practice and is an acknowledgement of shareholders' right to have a 'say on pay'.

Resolution 3 relates to 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 2011. The Board has recommended the payment of a final dividend of EUR 15.0c per share.

Resolution 4 relates to the election of Irial Finan who was appointed to the Board as an additional director 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 with the assistance of external advisors prior to his appointment, and based on Mr. Finan's effective performance since his appointment, the Board considers that Mr. Finan will continue to make a valuable contribution to the role. Mr. Finan is committed to the role and will devote sufficient time to it, including attendance at Board and Committee meetings.

The biographical details of Irial Finan are set out in Appendix 1 to this letter.

Resolution 5 relates to the re-election of directors. As recommended by the UK Corporate Governance Code, all of the directors (apart from Mr. Finan who is proposed for election under Resolution 4, and Rolly van Rappard and Gordon Moore who will retire from the Board at the conclusion of the AGM and will not seek re-election), 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 the Board is confident that each director being proposed for re-election continues to perform effectively and to make a valuable contribution to the role. The Board believes that the varied and extensive experience of each of these directors will continue to be invaluable to the Company. Each director is committed to the role and will ensure they devote sufficient time to it, including attendance at Board and Committee meetings.

The biographical details of each of the directors seeking re-election are set out in Appendix 1 to this letter.

Resolution 6 relates to the authority of the directors to determine the remuneration of the auditors.

Smurfit Kappa Group plc. Registered in Ireland No. 433527. Registered office: Beech Hill, Clonskeagh, Dublin 4.

Directors: L O'Mahony Chairman, G McGann Chief Executive Officer, APJ Smurfit President & Chief Operations Officer, IJ Curley Chief Financial Officer, GPF Beurskens (Neth), SM Mencoff (US), CJ McGowan (US), G Moore (UK), LRJ van Rappard (Neth), N Restrepo (Col), P Stecko (US), R Thorne (UK), T Brodin (Swe), R Newell (Mex), I Finan.

Secretary: M O'Riordan.

Resolution 7 relates to 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 2013 AGM or, 3 August 2013, unless previously renewed, revoked or varied. The authority is limited to issuances up to an aggregate nominal value of €11,142 which represents 5% of the total issued ordinary share capital of the Company on 26 March 2012 (the latest practicable date prior to the publication of this circular).

Resolution 8 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 22,284,000 ordinary shares. 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 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 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 2013 AGM or, 3 August 2013, unless previously renewed, revoked or varied and shall be exercised only if the directors consider it to be in the best interests of the Company and shareholders generally. The directors do not have any current intention of exercising the authority. The Company has made no decision as to whether any shares purchased under this authority will be cancelled or held in treasury.

The total amount of convertible shares (which may, in certain circumstances, ultimately be converted into ordinary shares in the Company) in issue in the Company and the total amount of ordinary shares issuable pursuant to the conversion of warrants on 26 March 2012 (the latest practicable date prior to the publication of this circular) amount to 10,271,059 and 298,283 respectively, which together represent 4.5% of the issued ordinary share capital of the Company on that date. This percentage would increase to 5.3% if the full authority to buy shares is used.

Resolution 9 relates to the convening of an extraordinary general meeting on 14 clear days notice where the purpose of the meeting is to consider an ordinary resolution, in accordance with the Shareholders Rights (Directive 2007/36/EC) Regulations 2009 (the "Regulations"). This authority is already provided in the Articles of Association of the Company. If this resolution is passed it will maintain the existing authority. As a matter of policy, the 14 day 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. The authority hereby conferred shall expire at the conclusion of the next AGM of the Company after the date of passing this Resolution unless previously reviewed, varied or revoked by the Company in general meeting.

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 they intend to do themselves in respect of their own ordinary shares.

Yours faithfully,

Liam O'Mahony Chairman

APPENDIX 1 Biographies of directors standing for election or re-election

Liam O'Mahony

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 Chairman of IDA Ireland and a Director of Project Management Limited. He was the Chief Executive Officer of CRH plc from January 2000 until his retirement in December 2008, prior to which he held a number of senior management positions within the CRH Group 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: 65 Nationality: Irish Committees: Compensation and Nominations Position: Chairman

Gary McGann

Gary McGann has served as a Director since 2000 and was appointed Group Chief Executive Officer in November 2002. He was previously President and Chief Operations Officer of the Smurfit Group since January 2000. He joined the Smurfit Group in 1998 as Chief Financial Officer. He had held a number of senior positions in both the private and public sectors over the previous 20 years, including Chief Executive of Gilbeys of Ireland Group and Aer Lingus Group plc. He is Chairman of Aon Ireland, a Director of United Drug plc and the Irish Business Employers Confederation and a member of the European Round Table of Industrialists.

Age: 61 Nationality: Irish Committees: Nominations Position: Group Chief Executive Officer

Anthony Smurfit

Anthony Smurfit has served as a Director since 1989 and was appointed Group Chief Operations Officer in November 2002. He has worked in various parts of the Smurfit Group both in Europe and the United States since he joined the Group. He was 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: 48

Nationality: Irish Committees: None Position: Group Chief Operations Officer

Ian Curley

Ian Curley has served as a Director since 2002. He was appointed Group Chief Financial Officer in January 2000. He joined the Group in 1989 having previously worked for a number of multinationals in Ireland. He was appointed Chief Financial Officer of Smurfit Europe in 1997, prior to which he served as Financial Controller of Smurfit Continental Europe for a number of years based in the UK and France. Mr Curley is a Fellow of the Institute of Chartered Management Accountants.

Age: 49 Nationality: Irish Committees: None Position: Group Chief Financial Officer

Frits Beurskens

Frits Beurskens has served as a Director of 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: 64

Nationality: Dutch Committees: None Position: Non-Executive Director

Samuel Mencoff

Samuel Mencoff has served as a Director of the Group since September 2002. He has been employed principally by Madison Dearborn since 1993 and currently serves as a co-Chief Executive Officer. From 1987 until 1993, he served as Vice President of First Chicago Venture Capital. He has extensive business experience due to his involvement with many investee companies. He is a member of the Board of Directors of Forest Products Holdings, LLC (d.b.a. Boise Cascade), Packaging Corporation of America, the Art Institute of Chicago, NorthShore University HealthSystem, World Business Chicago, and the Regional Transportation Authority, and a member of the Board of Fellows of Brown University. Age: 55

Nationality: United States Committees: Compensation Position: Non-Executive Director

Christopher McGowan

Christopher McGowan has served as a Director of the Group since September 2002. He is currently the General Partner of CJM Ventures, LLC, a private investment firm. He was employed principally by Madison Dearborn from 1999 to 2011 where he served as a Managing Director. He has significant experience working with companies in a wide range of industrial sectors. He is a member of the Board of Directors of Opto International, Inc., Forest Products Holdings, LLC (d.b.a. Boise Cascade), the University of Chicago Laboratories School and serves as Chairman of the Limited Partner Advisory Committee for Hyde Park Venture Partners.

Age: 40 Nationality: United States Committees: Audit Position: Non-Executive Director

Nicanor Restrepo

Nicanor Restrepo 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 previously the President and Chief Executive Officer of Suramericana de Inversiones S.A. He is a Director of Sofasa (Renault), Exito S.A. (Groupe Casino), Conconcreto S.A. and Carvajal Internacional S.A. He has extensive business experience having occupied several positions in the private sector and has received many awards both in Colombia and internationally.

Age: 70 Nationality: Colombian Committees: Compensation and Nominations Position: Senior Independent Director

Paul Stecko

Paul Stecko joined the Board in February 2008. He is Executive Chairman of Packaging Corporation of America ('PCA') since July 2010, prior to which he had served as Chairman and Chief Executive officer of PCA since 1999. Prior to 1999 he served as President and Chief Operating Officer of Tenneco Inc. and other senior positions within Tenneco including President and Chief Executive Officer of Tenneco Packaging Inc. which was the business that included PCA which was subsequently sold by Tenneco in 1999. Mr Stecko spent 16 years with International Paper Company. He is a member of the Board of Directors of Tenneco Inc. and State Farm Mutual Insurance Company.

Age: 67 Nationality: United States Committees: Audit and Compensation Position: Independent Non-Executive Director

Rosemary Thorne

Rosemary Thorne joined the Board in March 2008. She was most recently Group Finance Director for Ladbrokes plc from 2006 to April 2007. Prior to that she was Group Finance Director at Bradford and Bingley plc from 1999 to 2005 and at 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 with Santander UK plc.

Age: 60 Nationality: English Committees: Audit and Nominations Position: Independent Non-Executive Director

Thomas Brodin

Thomas Brodin joined the Board in April 2008. He was Head of Equities and Head of Equity Research and a member of the executive management team at Erik Penser Bankaktiebolag, an independent and privately owned Swedish bank from 2007 to 2011. He was previously a European paper & packaging research analyst and Managing Director at Citigroup between 1995 and 2007. Prior to that, he was a paper & packaging research analyst at Credit Suisse First Boston from 1992 to 1995 and at Svenska Handelsbanken from 1990 to 1992. Between 1998 and 2007 Mr Brodin was ranked as the leading European analyst covering the paper and packaging sector by Extel and Institutional Investor Surveys. Age: 48

Nationality: Swedish Committees: Audit and Nominations Position: Independent Non-Executive Director

Roberto Newell

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: 64 Nationality: Mexican Committees: Audit and Compensation Position: Independent Non-Executive Director

Irial Finan

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 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, a large publicly- quoted company with operations across Western, Central and Eastern Europe and West Africa. He is currently responsible for leading a multi-million dollar internal bottling business, Bottling Investments Group which has operations across four continents. He is also responsible for the stewardship of The Coca-Cola Company's Equity Investments and leads the Commercial Product Supply organisation. Mr Finan is a Fellow of the Institute of Chartered Management Accountants.

Age: 54 Nationality: Irish Committees: Audit and Compensation Position: Independent Non-Executive Director

SMURFIT KAPPA GROUP PUBLIC LIMITED COMPANY Notice of Annual General Meeting

NOTICE is hereby given that the Annual General Meeting of Smurfit Kappa Group p.l.c. will be held at The Conrad Hotel, Earlsfort Terrace, Dublin on 4 May 2012 at 10:00 a.m. for the following purposes:

• 1. To receive and consider the financial statements of the Company for the year ended 31 December 2011 together with the reports of the directors and auditors thereon.
• 1. To receive and consider the report on directors' remuneration for the year ended 31 December 2011.
• 1. To declare a final dividend of EUR 15.0 cent per Ordinary Share for the year ended 31 December 2011 payable to the holders of Ordinary Shares on the register of members at close of business on 13 April 2012 and to be paid on 11 May 2012.
• 1. To elect Mr. Irial Finan as a director who was appointed to the board since the last general meeting and who is recommended to the board for election:
• 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. 4(a))
• (b) Mr. Gary McGann (Resolution No. 4(b))
• (c) Mr. Anthony Smurfit (Resolution No. 4(c))
• (d) Mr. Ian Curley (Resolution No. 4(d))
• (e) Mr. Frits Beurskens (Resolution No. 4(e))
• (f) Mr. Samuel Mencoff (Resolution No. 4(f))
• (g) Mr. Christopher McGowan (Resolution No. 4(g))
• (h) Mr. Nicanor Restrepo (Resolution No. 4(h))
• (i) Mr. Paul Stecko (Resolution No. 4(i))
• (j) Ms. Rosemary Thorne (Resolution No. 4(j))
• (k) Mr. Thomas Brodin (Resolution No. 4(k))
• (l) Mr. Roberto Newell (Resolution No. 4(l))
• 1. To authorise the directors to fix the remuneration of the auditors.
• 1. To consider and, if thought fit, pass the following resolution as a special resolution:

"That the directors be empowered for the purposes of Article 7.2 of the Articles of Association to allot equity securities (as defined by Section 23 of the Companies (Amendment) Act 1983) for cash as if Section 23(1) of the said 1983 Act did not apply to any such allotment and that, for the purpose of Article 7.2.2 of the Articles of Association, the Section 24 Amount shall, for the Allotment Period (as defined in Article 7.4 of the Articles of Association), be an aggregate nominal amount equal to €11,142. 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 3 August 2013, 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 the European Communities (Public Limited Companies Subsidiaries) Regulations 1997) of the Company be generally authorised to make market purchases (as defined by Section 212 of the Companies Act 1990) 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 1990 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 209 of the Companies Act 1990) 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 3 August 2013 unless previously revoked or renewed in accordance with the provisions of the Companies Act 1990; 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."
• 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 clear days' notice."

BY ORDER OF THE BOARD

M O'Riordan Secretary

Registered Office

Beech Hill Clonskeagh Dublin 4 Ireland

2 April 2012

Notes:

• 1. Resolution 2 is an advisory resolution and is 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. 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 XI of the Companies Act 1990 and held as treasury shares (as defined therein).
• 1. Pursuant to Section 134A of the Companies Act 1963 (as amended) and Regulation 14 of the Companies Act, 1990 (Uncertificated Securities) Regulations 1996, the Company hereby specifies that only those shareholders on the register of members of the Company as at 6:00 p.m. on 2 May 2012 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 and vote at the meeting is entitled to appoint a proxy by electronic means or in writing to attend, speak 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 Registrars of the Company, Capita Registrars on +353 (1) 8102400. A proxy need not be a shareholder of the Company. 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.
• 1. To be valid Proxy Forms and any power of attorney or other authority under which it is signed must be received by the Company's Registrars, Capita Registrars (Ireland) Limited, either electronically or to P.O. Box 7117, Dublin 2 (if delivered by post) or to Unit 5, Manor Street Business Park, Manor Street, Dublin 7 (if delivered by hand) not later than 48 hours before the time appointed for the holding of the meeting or adjourned meeting.
• 1. Shareholders who wish to submit proxies by electronic means may do so by accessing the Registrars' website, www.capitaregistrars.ie and selecting "Login to Shareholder Portal". 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.
• 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 Capita Registrars (Ireland) Limited (ID 7RA08) by 10:00 a.m. on 2 May 2012. 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 Capita Registrars (Ireland) Limited 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.
• 1. Pursuant to Section 133B(1)(a) of the Companies Act 1963 (as amended) 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, or to table a draft resolution for inclusion on the agenda of an annual general meeting. In the case of the 2012 Annual General Meeting, the latest date for submission of such requests/resolutions was 23 March 2012.
• 1. Pursuant to Section 133B(1)(b) of the Companies Act 1963 (as amended) 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 2012 Annual General Meeting, the latest date for submission of such resolutions is 6 April 2012 (being 28 days prior to the date of the meeting). Draft resolutions should be submitted in hard copy form to the Company Secretary, Smurfit Kappa Group p.l.c., Beech Hill, Clonskeagh, Dublin 4 or electronically by email to ir@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. 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 at the date of this Notice, and copies of documentation relating to the 2012 Annual General Meeting, including Proxy Forms, can be obtained from the Company's website www.smurfitkappa.com.