Smurfitt Kappa - Consent Solicitation - Launch

Smurfit Kappa Acquisitions Unlimited Company and Smurfit Kappa Treasury Unlimited Company Announce Consent Solicitation Relating to the €1,000,000,000 2.875% Senior Notes due 2026 (the “SKA Notes”) €750,000,000 1.500% Senior Notes due 2027 (the “2027 SKT Notes”) €500,000,000 0.500% Senior Notes due 2029 (the “2029 SKT Notes”) and €500,000,000 1.000% Senior Notes due 2033 (the “2033 SKT Notes”, and together with the 2027 SKT Notes and the 2029 SKT Notes, the “SKT Notes”, together with the SKA Notes, the “Notes”)

27 SEPTEMBER 2023

Full announcement including disclaimers and offer restrictions available via Euronext

"Smurfit Kappa Acquisitions Unlimited Company, the issuer of the SKA Notes (the “SKA Notes Issuer”), and Smurfit Kappa Treasury Unlimited Company, the issuer of the SKT Notes (the “SKT Notes Issuer”, and together with the SKA Notes Issuer, the “Issuers”), wholly-owned subsidiaries of Smurfit Kappa Group plc (“Smurfit Kappa”), announce today that they commenced a consent solicitation through which they are soliciting consents (“Consents”) from registered holders (“Holders”) of their respective Notes as described in the table below (the “Consent Solicitation”) to amend certain terms of the relevant indentures governing such Notes (each, an “Indenture” and together, the “Indentures”). The terms and conditions of the Consent Solicitation are set forth in a consent solicitation statement dated as of 27 September 2023 (as it may be amended and supplemented from time to time, the “Consent Solicitation Statement”). Adoption of the proposed amendments with respect to each series of Notes requires the Consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes of such series (the “Required Consents”). Unless otherwise indicated, capitalized terms used but not otherwise defined in this announcement have the meanings given in the Consent Solicitation Statement.

Details of the Notes and Consent Solicitation

Background and Purpose of the Consent Solicitation

The purpose of the Consent Solicitation is to obtain Consents from the Holders to (i) amend the definition of “Change of Control” applicable to the relevant series of the Notes under the relevant Indentures to add an exception for the acquisition of the entire issued share capital of Smurfit Kappa by Cepheidway Limited, a private company limited by shares organized under the laws of Ireland, to be renamed and re-registered as Smurfit WestRock plc, a public company limited by shares organized under the laws of Ireland, by means of a scheme of arrangement under Section 450 of the Companies Act 2014 of Ireland, in connection with the previously disclosed proposed business combination of the Smurfit Kappa group and WestRock Company, a Delaware corporation, announced by Smurfit Kappa on 12 September 2023 (the “Merger”); (ii) amend the Indentures to allow the ongoing financial reporting covenants and other related requirements under the Indentures to be prepared by Smurfit WestRock in accordance with U.S. generally accepted accounting principles and not IFRS; and (iii) make any other changes of a technical or conforming nature to the Indentures necessary or desirable for the implementation of the proposed amendments."

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