Smurfit Kappa : Letter and Notice 2024

Smurfit Kappa Group

Beech Hill, Clonskeagh, Dublin 4, D04 N2R2, Ireland. Tel: +353 (0)1 202 7000, Fax: +353 (0)1 269 4481 corporateinfo@smurfitkappa.com smurfitkappa.com

15 March 2024

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 in the Minerva Suite, RDS, Merrion Road, Ballsbridge, Dublin 4, D04 AK83, Ireland on Friday, 26 April 2024 at 10:00 a.m. The Notice of AGM is set out on pages 7 to 9.

The business of the AGM is consistent with previous years and is specific to the Company as a standalone entity. As announced on 12 September 2023, the proposed combination with WestRock will be subject to shareholder approval (at a general meeting of the Company to be convened on a later date in 2024) and other closing conditions. See Note 7 in the Notes to this Notice of AGM for further details.

Resolutions

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 2023 together with the reports of the directors and statutory auditor thereon.

Resolution 2 deals with receiving and considering the Directors' Remuneration Report as set out on pages 129 to 150 of the Annual Report. This is an 'advisory' resolution and is not binding on the Company.

Resolution 3 deals with receiving and considering the Remuneration Policy as set out in the Directors' Remuneration Report on pages 135 to 141 of the Annual Report. The Company is required by the EU (Shareholders' Rights) Regulations 2020 to put this resolution to shareholders in accordance with the Company's commitment to best corporate governance practice. The Remuneration Policy is the same remuneration policy that was approved by shareholders in 2021 which has been rolled over with only minor wording changes to aid clarity. This is an 'advisory' resolution and is not binding on the Company.

The Remuneration Policy will continue to provide the framework for decisions made on remuneration by the Remuneration Committee as and from the date of the AGM.

Resolution 4 proposes the approval and payment of a final dividend on the ordinary shares in the capital of the Company ("Ordinary Shares") in issue in respect of the year ended 31 December 2023. The Board has recommended the payment of a final dividend of EUR 118.4 cent per share to the holders of Ordinary Shares on the register of members at close of business on 12 April 2024 and to be paid on 10 May 2024.

Resolution 5 proposes the re-election of the Directors. As recommended by the UK Corporate Governance Code (the "Code"), all of the Directors will retire from office and seek re-election at the AGM.

A formal evaluation of the performance of each of the Directors has been conducted and I am confident that each Director being proposed for re-election will continue to perform effectively and make a valuable contribution to the role. I am satisfied that each Director has demonstrated commitment to their role and ensures they devote sufficient time to it, including by attendance at Board and Board Committee meetings. I believe that the varied and extensive experience, in addition to the geographic, gender and ethnic diversity of the Board, will continue to be invaluable to the Company and that each Director has, and will continue, to contribute significantly to the Company's long-term sustainable success.

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Smurfit Kappa Group public limited company. Registered in Ireland No. 433527. Registered office: Beech Hill, Clonskeagh, Dublin 4, D04 N2R2.

Directors: I Finan Chair, APJ Smurfit Chief Executive Officer, K Bowles Chief Financial Officer, GPF Beurskens (Netherlands), J Lawrence (USA), JB Rasmussen (Denmark), C Fairweather (UK), A Anderson, MdeL Melgar (Mexico), K Hietala Senior Independent Director (Finland),

ML Ferguson-McHugh (USA).

Secretary: G Carson-Callan.

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With regard to my re-election to the Board, in the light of the developments relating to the proposed combination, with WestRock, the Senior Independent Director gave due consideration to the continuation of the Chair succession process. Following this review, it was proposed that the Chair succession process be postponed. The Board concluded that stability, effective leadership and the continuity of the Chair during this time of significant change for the Company is critical. As a result, the Board decided that it is in the best interests of all stakeholders that the Chair succession process be postponed (subject to shareholder approval of the proposed combination with WestRock) and that my tenure continues in line with the prior year recommendation and that I too be re-elected at the forthcoming AGM. Please see page 123 of the Annual Report for further details.

The re-election of each Director will be considered separately. The biographical details of, and further relevant details relating to, each of the Directors seeking re-election are set out in the Appendix to this letter.

Resolution 6 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 Note 5 on page 185 of the Annual Report.

Resolution 7 seeks to renew the Directors' authority to allot and issue shares in the Company up to an aggregate nominal value of €87,032 representing 33.33% of the total issued ordinary share capital of the Company (excluding treasury shares) on 8 March 2024 (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 2025 AGM or 25 July 2025, unless previously renewed, revoked or varied.

Resolution 8 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 2025 AGM or 25 July 2025, unless previously renewed, revoked or varied. The authority is limited to issuances up to an aggregate nominal value of €13,055, which represents 5% of the total issued ordinary share capital of the Company on 8 March 2024 (the latest practicable date prior to the publication of this letter).

Resolution 9 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 8 March 2024 (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 €13,055, which represents 5% of the total issued ordinary share capital of the Company on 8 March 2024 (the latest practicable date prior to the publication of this letter). The authority will remain in place until the earlier of the 2025 AGM or 25 July 2025, unless previously renewed, revoked or varied.

The Company does not currently hold any treasury shares. However, if any treasury shares were to be reissued by the Company under the authority which is proposed in Resolution 10, such treasury shares will count towards the authorities granted pursuant to Resolutions 8 and 9.

The Directors confirm that in respect of Resolutions 8 and 9, 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 Financial Reporting Council acts as secretariat) (the "PEG Principles"), which were updated in November 2022. The Board has decided to retain the previous limit of 5% of the issued share capital of the Company (excluding treasury shares) in Resolution 8, and to retain the previous limit for a further 5% for an acquisition or specified capital investment in Resolution 9, rather than the increased threshold of 10% in each case as set out in the most recent PEG Principles.

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Resolution 10 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 26,109,000 Ordinary Shares as at 8 March 2024 (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) 105% of the average of the Relevant Price (as defined in Article 9.4.4 of the Company's Articles of Association) of the shares of the same class in respect of each of the five business days prior to the date of purchase by the Company, and (iii) (if there shall be any) 105% of the average 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 business days prior to the date of purchase by the Company. The authority will remain in place until the earlier of the 2025 AGM or 25 July 2025, 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 8 March 2024 (the latest practicable date prior to the publication of this letter), the maximum number of Ordinary Shares issuable, in certain circumstances, pursuant to the vesting of share awards under the Smurfit Kappa Group 2018 Performance Share Plan amounts to 3,204,270, which represents 1.23% of the issued ordinary share capital of the Company on 8 March 2024 (the latest practicable date prior to the publication of this letter). This percentage would increase to 1.36% if the full authority to buy shares is used.

Resolution 11 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 2025 AGM unless previously renewed, 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 that you 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,

Irial Finan

Chair

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APPENDIX

Biographies of directors standing for re-election

Irial Finan - Non-executive Director and Chair

Irial Finan joined the Board in February 2012. He was appointed Chair in May 2019. He was Executive Vice President of The Coca-Cola Company and President of the Bottling Investments Group from 2004 until he stepped down from the role in December 2017 and retired in March 2018. Prior to this, Irial served as Chief Executive Officer of Coca-Cola Hellenic Bottling Company SA. He joined the Coca-Cola System in 1981. Irial is a Board member of Fortune Brands Innovations Inc. and NeoArc Inc.

Anthony Smurfit - Group Chief Executive Officer

Anthony Smurfit has served as a Director of the Group since 1989. He has worked in various parts of the Smurfit Kappa Group both in Europe and the United States since he joined the Group. He was appointed Group Chief Executive Officer in September 2015, prior to which he was the Group Chief Operations Officer from November 2002. He was also 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. He is a member of the European Round Table of Industrialists.

Ken Bowles - Group Chief Financial Officer

Ken Bowles was appointed as 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. He was appointed Group Chief Financial Officer in April 2016, prior to which he was the Group Financial Controller from 2010. He was the Group's Head of Tax from 2007 to 2010 prior to which he was appointed as the Group's first Head of Compliance in 2004. He is an associate member of the Institute of Chartered Management Accountants and holds a first class MBA from the UCD Graduate School of Business.

Anne Anderson - Non-executive Director

Anne Anderson joined the Board in January 2019. She is an experienced international diplomat who most recently served as the Ambassador of Ireland to the United States from 2013 to 2017. She joined the Department of Foreign Affairs in 1972 and was appointed Assistant Secretary General in 1991 serving in this post until 1995. She was then appointed Ireland's Permanent Representative to the United Nations in Geneva after which she became Permanent Representative of Ireland to the European Union in 2001. Following this, she was appointed Ambassador of Ireland to France in 2005, where she served until 2009. In 2009, she became Permanent Representative of Ireland to the United Nations in New York. Anne is also Chair of the Board of Advisers at the Institute for the Study of Diplomacy at Georgetown University, Washington and a Board member of the Druid Theatre Galway.

Frits Beurskens - Non-executive Director

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

Carol Fairweather - Non-executive Director

Carol Fairweather joined the Board in January 2018. She was Chief Financial Officer and an executive Director of Burberry Group plc from July 2013 to January 2017. She joined Burberry in June 2006 and prior to her appointment as CFO, she held the position of Senior Vice President, Group Finance. Prior to joining Burberry, she was Director of Finance at News International Limited from 1997 to 2005 and UK Regional Controller at Shandwick plc from 1991 to 1997. She currently serves as a Non-executive Director of Segro plc. Carol is a Fellow of the Institute of Chartered Accountants.

Mary Lynn Ferguson-McHugh - Non-executive Director

Mary Lynn Ferguson-McHugh joined the Board in January 2023. She spent over 35 years at Procter & Gamble, where she held a number of senior leadership positions, including her roles as Chief Executive Officer of Family Care (Paper Products) and P&G Ventures, positions she held since 2019 having served as Group President of Family Care (Paper Products) since 2014 and P&G Ventures since 2015. Prior to that, from 2011, she was based in Switzerland where she held the position of Group President Western Europe and then Group President Europe. She is a Non-executive Director of Molson Coors Beverage Company and a Board member of FJ Management Inc.

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Kaisa Hietala - Senior Independent Director

Kaisa Hietala joined the Board in October 2020. She spent over 20 years at Neste Corporation, where she was a key architect in the strategic transformation of the company to become the world's largest producer of renewable diesel and renewable jet fuel. She served as Executive Vice President, Renewable Products at Neste Corporation and was a member of the Neste Executive Board from 2014 to 2019. Prior to this, she held a number of senior positions including VP, Renewable Fuels, Neste Oil Corporation. Kaisa was previously a Non-executive Director of Kemira Oyj from 2016 to 2021. She is currently a Non-employee Director at Exxon Mobil Corporation and Non-executive Director of Rio Tinto Group.

James Lawrence - Non-executive Director

James Lawrence joined the Board in October 2015. He served as Chair 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, he served as Chief Financial Officer and an executive Director of Unilever plc. He joined Unilever from General Mills where he was Vice-Chair 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 Aercap Holdings N.V. He is also Chair of Lake Harriet Capital, LLC, an investment and advisory firm.

Lourdes Melgar - Non-executive Director

Lourdes Melgar joined the Board in January 2020. She is an academic and strategic advisor recognised for her expertise in energy, sustainability and governance. As former Vice Minister for Electricity from 2012 to 2014 and Vice Minister for Hydrocarbons from 2014 to 2016, she played a key role in the design, negotiation and implementation of Mexico's 2013 Energy Reform. Previously, as a career diplomat, she held various positions in Mexico's Foreign Service and at the Ministry of Energy. Lourdes is a Board member of Banco Santander Mexico S.A and an independent Director of CEMEX, S.A.B de C.V. She is a Research Affiliate at the Center for Collective Intelligence of MIT's Sloan School of Management and an Independent Board member of Global Energy Alliance for People and Planet.

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 A/S 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 was a Board member of Novozymes A/S from 2011 and Chair from 2017 until March 2023. Jørgen is Chair of Uhrenholt A/S and Chair of the Executive Advisory Board in Blazar Capital.

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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 in the Minerva Suite, RDS, Merrion Road, Ballsbridge, Dublin 4 D04 AK83, Ireland on Friday, 26 April 2024 at 10:00 a.m. 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 2023 together with the reports of the Directors and statutory auditor thereon.
2. To receive and consider the Directors' Remuneration Report as set out on pages 129 to 150 of the Annual Report for the year ended 31 December 2023.
3. To receive and consider the Remuneration Policy contained within the Directors' Remuneration Report as set out on pages 135 to 141 of the Annual Report for the year ended 31 December 2023.
4. To declare a final dividend of EUR 118.4 cent per Ordinary Share for the year ended 31 December 2023 payable to the holders of Ordinary Shares on the register of members at close of business on 12 April 2024 and to be paid on 10 May 2024.
5. To re-elect the following Directors (in each case by separate resolution) who retire, and being eligible, offer themselves for re-election:
6. 1. Irial Finan (Resolution No. 5(a));
   2. Anthony Smurfit (Resolution No. 5(b));
   3. Ken Bowles (Resolution No. 5(c));
   4. Anne Anderson (Resolution No. 5(d));
   5. Frits Beurskens (Resolution No. 5(e));
   6. Carol Fairweather (Resolution No. 5(f));
   7. Mary Lynn Ferguson-McHugh (Resolution No. 5(g));
   8. Kaisa Hietala (Resolution No. 5(h));
   9. James Lawrence (Resolution No. 5(i));
   10. Lourdes Melgar (Resolution No. 5(j)); and
   11. Jørgen Buhl Rasmussen (Resolution No. 5(k)).
7. To authorise the Directors to fix the remuneration of the statutory auditor for the year ending 31 December 2024.
8. 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 €87,032 (which represents 33.33% of the total issued ordinary share capital of the Company (excluding treasury shares) on 8 March 2024). This authority shall expire at close of business on the earlier of the next AGM of the Company or 25 July 2025 but may be revoked or varied prior to then 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."

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1. To consider and, if thought fit, pass the following resolution as a special resolution:
   "That, if Resolution 7 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 8 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 €13,055 which represents 5% of the total issued ordinary share capital of the Company (excluding treasury shares) on 8 March 2024), except that this limit shall be reduced by the nominal value of all treasury shares reissued pursuant to Resolution 10. 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 25 July 2025, 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."
2. To consider and, if thought fit, pass the following resolution as a special resolution:
   "That, if Resolution 7 is passed and in addition to any authority granted under Resolution 8, 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:
3. 1. 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 €13,055 (which represents 5% of the total issued ordinary share capital of the Company (excluding treasury shares) on 8 March 2024), except that this limit shall be reduced by the nominal value of all treasury shares reissued pursuant to Resolution 10; and
   2. 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 25 July 2025, 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."

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

1. 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;
2. 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-issuedoff-market shall be the price range set out in Article 10 of the Articles of Association; and
3. the authorities hereby conferred shall expire at close of business on the earlier of the date of the next AGM of the Company or 25 July 2025 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."

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11. 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

Gillian Carson-Callan

Group Secretary

Registered Office

Beech Hill

Clonskeagh

Dublin 4

D04 N2R2

Ireland

15 March 2024

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Notes:

1. Voting Procedure
   All votes will be by way of a poll. Every shareholder shall have one vote for every Ordinary Share of which he or she is the holder. A shareholder, whether present in person or by proxy, holding more than one Ordinary Share need not cast all 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.
   Subject to Note 2, only holders of the Ordinary Shares in the capital of the Company are entitled to vote on the resolutions. Resolutions 2 and 3 are advisory resolutions and are not binding on the Company.
2. Record Date for AGM
   The Company, pursuant to Section 1105 of the Companies Act 2014 (as amended), specifies that only those shareholders registered on the register of members of the Company at 6:00 p.m. (Irish time) on 22 April 2024 (or in the case of an adjournment as at 6:00 p.m. (Irish time) on the day before a date not more than 72 hours before the adjourned meeting) shall be entitled to participate and vote at the AGM in respect of the number of shares registered in their names at that time. Changes in the register of members after that time will be disregarded in determining the right to participate and vote at the AGM.
3. Appointment of Proxy
   The process for appointing a proxy depends on the manner in which you hold your Ordinary Shares in the Company.
   Certificated Shareholders (ie, those who hold their Ordinary Shares in paper form) For certificated shareholders, your proxy may be submitted:
4. 1. by post, by completing the enclosed Form of Proxy and returning it to the Company's Registrar, Computershare Investor Services (Ireland) Limited, P.O. Box 13030, Dublin 24, Ireland (if delivered by post) or to Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland (if delivered by hand during normal business hours); or
   2. through the internet; instructions on how to do this are set out on the Form of Proxy by accessing the Computershare Investor Services (Ireland) Limited website, www.eproxyappointment.com. To submit a proxy online, certificated shareholders will need their control number, shareholder reference number (SRN) and PIN, all of which are printed on the enclosed Form of Proxy. Certificated shareholders who do not receive a Form of Proxy by post or who wish to be sent paper copies of documents relating to the AGM should contact the Company's Registrar (Tel. +353 1 447 5590).

A certificated shareholder entitled to attend, speak, ask questions and vote at the AGM is entitled to appoint a proxy 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 Ordinary Shares held in different securities accounts. If you wish to appoint more than one proxy please contact the Company's Registrar, Computershare Investor Services (Ireland) Limited (Tel. +353 1 447 5590). A certificated shareholder may appoint the Chair of the AGM or another person, who need not be a certificated shareholder of the Company, as a proxy. The appointment of a proxy will not preclude a certificated shareholder from attending, speaking, asking questions and voting at the AGM should the certificated shareholder wish to do so. Please note that a proxy may be required to provide identification to attend the meeting.

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 Ordinary Shares.

Euroclear Bank Participants

Persons who hold their interests in the Ordinary Shares of the Company through a participant account in the Euroclear Bank system ("EB Participants") can submit third party proxy appointments (including voting instructions) electronically in the manner described in the document issued by Euroclear Bank and entitled "Euroclear Bank as issuer CSD for Irish corporate securities - Service Description".

EB Participants can either send:

1. electronic voting instructions to instruct the sole registered shareholder of all Ordinary Shares held through the Euroclear Bank System, Euroclear Nominees Limited ("Euroclear Nominees"), to either itself or by appointing the Chair of the AGM as proxy to:
2. • vote in favour of all or a specific resolution(s);
   • vote against all or a specific resolution(s);
   • withhold their vote for all or a specific resolution(s);
   • give discretionary vote to the Chair of the AGM for all or a specific resolution(s); or

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