Filed Pursuant to Rule 424(b)(3)​

 Registration No.: 333-278185​

TRANSACTION PROPOSED ― YOUR VOTE IS VERY IMPORTANT

WestRock Company
1000 Abernathy Road
Atlanta, Georgia 30328, United States

April 26, 2024

Dear Fellow WestRock Stockholder:

You are cordially invited to attend a special meeting of stockholders (the “WestRock Special Meeting”) of WestRock Company (“WestRock”) to be held on June 13, 2024, at 9 a.m., Eastern Time, online at www.virtualshareholdermeeting.com/​WRK2024SM.

At the WestRock Special Meeting, you will be asked to consider and vote on a proposal to approve and adopt the Transaction Agreement, dated as of September 12, 2023 (as it may be amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among Smurfit Kappa Group plc (“Smurfit Kappa”), Smurfit WestRock Limited (formerly known as Cepheidway Limited and to be re-registered as an Irish public limited company and renamed Smurfit WestRock plc) (“Smurfit WestRock”), Sun Merger Sub, LLC, a wholly owned subsidiary of Smurfit WestRock (“Merger Sub”), and WestRock (the “Transaction Proposal”). Pursuant to the terms of the Transaction Agreement, (i) Smurfit WestRock will acquire Smurfit Kappa by means of a scheme of arrangement under the Companies Act 2014 of Ireland (as amended) (the “Smurfit Kappa Share Exchange”) and (ii) Merger Sub will merge with and into WestRock (the “Merger,” and together with the Smurfit Kappa Exchange, the “Combination”), with WestRock surviving the Merger and becoming a wholly owned subsidiary of Smurfit WestRock. You will also be asked to consider and vote on (i) a non-binding, advisory proposal to approve compensation that will or may become payable by WestRock to its named executive officers in connection with the Combination (the “Combination-Related Compensation Proposal”), and (ii) a non-binding, advisory proposal to approve the creation of “distributable reserves” of Smurfit WestRock, which are required under Irish law in order for Smurfit WestRock to pay dividends and make other types of distributions and to repurchase or redeem shares in the future, if and when the board of directors of Smurfit WestRock should determine to do so (the “WestRock Distributable Reserves Proposal”).

If the Merger contemplated by the Transaction Agreement is completed, you will be entitled to receive, in exchange for each share of WestRock common stock (“WestRock Stock”) you hold immediately prior to the completion (“Completion”) of the Merger, (i) one ordinary share of Smurfit WestRock (“Smurfit WestRock Share”), plus (ii) $5.00 in cash, without interest and less applicable withholding taxes, unless you have properly exercised your appraisal rights with respect to your shares of WestRock Stock.

In connection with the Merger, based on 258,148,063 outstanding shares of WestRock Stock as of April 22, 2024, and up to 3,806,554 shares of WestRock Stock that are or may become issuable at or prior to Completion pursuant to WestRock equity awards issued and outstanding as of April 22, 2024, we anticipate that Smurfit WestRock will issue a total of up to approximately 261,954,617 Smurfit WestRock Shares to holders of WestRock Stock or WestRock equity awards. WestRock Stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “WRK”. Smurfit WestRock Shares are expected to be listed on NYSE.

On September 11, 2023, a transaction committee of WestRock’s board of directors (the “WestRock Board”), consisting entirely of independent directors (the “Transaction Committee”), and the WestRock Board, each reviewed and considered the terms and conditions of the Transaction Agreement, the Merger and the other transactions contemplated by the Transaction Agreement. The Transaction Committee, after considering various factors, including those described in the accompanying proxy statement/prospectus (the “proxy statement/prospectus”), and after consultation with independent legal and financial advisors, unanimously determined that it is in the best interests of WestRock and the WestRock Stockholders, and declared it advisable, to enter into the Transaction Agreement and consummate the Merger and the transactions contemplated by the Transaction Agreement (collectively, including the Smurfit Kappa Share Exchange and the Merger, the “Transactions”); recommended that the WestRock Board declare advisable, approve and adopt the Transaction Agreement and approve the execution and delivery of the Transaction Agreement by WestRock, the performance by WestRock of its covenants and other obligations under the Transaction Agreement, and the consummation of the Merger and the other Transactions; and recommended that, subject to approval of the Transaction Agreement by the WestRock Board, WestRock Stockholders vote in favor of the adoption of the Transaction Agreement and the approval of the Merger and the other Transactions, and in favor of the Distributable Reserves Resolution. On September 11, 2023, the WestRock Board, after considering various factors, including those described herein, and after consultation with independent legal and financial advisors, unanimously determined that it is in the best interests of WestRock and the WestRock Stockholders, and declared it advisable, to enter into the Transaction Agreement and consummate the Merger and the other Transactions; approved and adopted the Transaction Agreement and approved the execution and delivery of the Transaction Agreement by WestRock, the performance by WestRock of its covenants and other obligations under the Transaction Agreement, and the consummation of the Merger and the other Transactions; resolved that the Transaction Agreement be submitted to WestRock Stockholders for adoption; and recommended that WestRock Stockholders vote in favor of the adoption of the Transaction Agreement and the approval of the Merger and the other Transactions, and in favor of the Distributable Reserves Resolution.

The WestRock Board recommends that you vote (i) “FOR” the Transaction Proposal, (ii) “FOR” the Combination-Related Compensation Proposal, and (iii) “FOR” the WestRock Distributable Reserves Proposal.

The enclosed proxy statement/prospectus provides detailed information about the WestRock Special Meeting, the Transaction Agreement, the Merger and each of the proposals. A copy of the Transaction Agreement is attached as Annex A to the proxy statement/prospectus. The proxy statement/prospectus also describes the actions and determinations of each of the Transaction Committee and the WestRock Board in connection with its evaluation of the Transaction Agreement and the Merger. You are encouraged to read the proxy statement/prospectus and its annexes carefully and in their entirety, including the section of the proxy statement/prospectus entitled “Risk Factors” beginning on page 38 for a discussion of risks relating to the Merger and the Combined Group following the Combination. You may also obtain more information about WestRock from documents we file with the United States Securities and Exchange Commission (the “SEC”) from time to time.

The Merger cannot be completed unless WestRock’s stockholders approve the Transaction Proposal. Your vote on these matters is very important, regardless of the number of shares you own. We appreciate you taking the time to vote promptly and encourage you to do so electronically, whether or not you plan to attend the WestRock Special Meeting. After reading the proxy statement/prospectus, please vote at your earliest convenience by voting over the Internet using the Internet address on the proxy card or by voting by telephone using the toll-free number on the proxy card. If you do not have access to a touch-tone phone or the Internet, you may alternatively vote by signing, dating and returning the enclosed proxy card in the enclosed postage-paid envelope. Only your last-dated proxy will be counted, and any proxy may be revoked at any time prior to its exercise at the WestRock Special Meeting.

If your shares of WestRock Stock are registered directly in your name, you are considered the stockholder of record with respect to those shares. If your shares are held in a stock brokerage account or by a bank or other nominee, then the broker, bank, trust or other nominee is considered to be the stockholder of record with respect to those shares. However, you are still considered to be the beneficial owner of those shares, and your shares are said to be held in “street name.” “Street name” holders generally cannot submit a proxy or vote their shares directly and must instead instruct the broker, bank, trust or other nominee how to vote their shares using the methods described above. Because the proposals are “non-routine matters,” your broker, bank, trust or other nominee does not have discretionary authority to vote your shares on the proposals. If your shares of WestRock Stock are held in “street name,” your broker, bank, trust or other nominee has enclosed a voting instruction form with the proxy statement/prospectus. If you hold your shares in “street name” and give voting instructions to your broker, bank, trust or other nominee with respect to one of the proposals, but give no instruction as to the other proposals, then those shares will be deemed present at the WestRock Special Meeting for purposes of establishing a quorum at the WestRock Special Meeting, will be voted as instructed with respect to the proposal as to which instructions were given, and will not be voted with respect to any other proposal. We encourage you to authorize your broker, bank, trust or other nominee to vote your shares “FOR” each of the proposals by following the instructions provided on the enclosed voting instruction form to provide your instructions over the Internet, by telephone or by signing, dating and returning the voting instruction form in the postage-paid envelope provided. We encourage you to vote electronically.

The failure of any stockholder of record to grant a proxy electronically over the Internet or by telephone, to submit a signed proxy card, or to vote by virtual ballot at the WestRock Special Meeting will have the same effect as a vote “AGAINST” the Transaction Proposal, will not have any effect on the Combination-Related Compensation Proposal or the WestRock Distributable Reserves Proposal and will cause such stockholder’s shares to not be counted for purposes of determining whether a quorum is present for the transaction of business at the WestRock Special Meeting. Abstentions will be counted as votes “AGAINST” the Transaction Proposal, the Combination-Related Compensation Proposal and the WestRock Distributable Reserves Proposal. Because each of the proposals presented to WestRock Stockholders will be considered non-discretionary, we do not anticipate any broker non-votes at the WestRock Special Meeting. Broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the WestRock Special Meeting, and otherwise will have no effect on a particular proposal.

The WestRock Special Meeting will be held virtually and you will be able to attend the meeting and vote via the Internet at www.virtualshareholdermeeting.com/WRK2024SM by using the 16-digit control number included in your proxy materials. You will not be able to attend the WestRock Special Meeting in person.

If you have any questions about the proxy statement/prospectus, the WestRock Special Meeting, the Transaction Agreement, the Merger or the Combination or need assistance with voting procedures, please contact Innisfree M&A Incorporated, our proxy solicitor, by calling (877) 750-8312 (TOLL-FREE from the U.S. and Canada) or +1 (412) 232-3651 (from other locations).

On behalf of the WestRock Board, I thank you for your support and appreciate your consideration of these matters.

Sincerely,

/s/ David B. Sewell

David B. Sewell
President and Chief Executive Officer

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the Merger and the Smurfit WestRock share issuance in connection with the Merger, or determined if the information contained in the proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is not intended to be and is not a prospectus for the purposes of the Companies Act of 2014 of Ireland (as amended), the European Union (Prospectus) Regulations 2019 of Ireland (as amended) (the “Prospectus Rules”), the Central Bank (Investment Market Conduct) Rules issued by the Central Bank of Ireland or the Prospectus Regulation Rules issued by the United Kingdom Financial Conduct Authority (the “FCA”), and neither the Central Bank of Ireland nor the FCA has approved this proxy statement/prospectus.

The proxy statement/prospectus is dated April 26, 2024 and, together with the enclosed form of proxy card, is first being mailed to WestRock Stockholders on or about May 1, 2024.

WestRock Company
1000 Abernathy Road
Atlanta, Georgia 30328, United States

NOTICE OF SPECIAL MEETING OF WESTROCK STOCKHOLDERS

YOUR VOTE IS VERY IMPORTANT.

PLEASE VOTE YOUR SHARES PROMPTLY.

TO THE STOCKHOLDERS OF WESTROCK COMPANY:

You are cordially invited to attend a special meeting of stockholders (the “WestRock Special Meeting”) of WestRock Company (“WestRock”) to be held on June 13, 2024, at 9 a.m., Eastern Time online at www.virtualshareholdermeeting.com/WRK2024SM.

The WestRock Special Meeting will be held for the following purposes:

1.

to consider and vote on a proposal to approve and adopt the Transaction Agreement, dated as of September 12, 2023 (as it may be amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among Smurfit Kappa Group plc (“Smurfit Kappa”), WestRock Company (“WestRock”), Smurfit WestRock Limited (formerly known as Cepheidway Limited and to be re-registered as an Irish public limited company and renamed Smurfit WestRock plc) (“Smurfit WestRock”) and Sun Merger Sub, LLC, a wholly owned subsidiary of Smurfit WestRock (“Merger Sub”), which is further described in the sections of this proxy statement/​prospectus (the “proxy statement/prospectus”) entitled “The Combination” and “The Transaction Agreement”, and a copy of which is attached as Annex A to this proxy statement/prospectus accompanying this notice (the “Transaction Proposal”);

2.

to consider and vote on a non-binding, advisory proposal to approve compensation that will or may become payable by WestRock to its named executive officers in connection with the Combination (the “Combination-Related Compensation Proposal”); and

3.

to consider and vote on a non-binding, advisory proposal to approve the reduction of the share premium of Smurfit WestRock (including any amounts credited to Smurfit WestRock’s share premium account upon the capitalization of any merger reserve or like reserve resulting from the Combination) to allow the creation of distributable reserves of Smurfit WestRock which are required under Irish law in order to allow Smurfit WestRock to make distributions and to pay dividends and repurchase or redeem shares following the Combination (the “WestRock Distributable Reserves Proposal” and, together with the Transaction Proposal and the Combination-Related Compensation Proposal, the “Proposals”).

The affirmative vote of a majority of the outstanding shares of WestRock’s common stock, par value $0.01 per share (“WestRock Stock”), entitled to vote thereon is required to approve the Transaction Proposal. The affirmative vote of a majority of the shares of WestRock Stock present in person or represented by proxy and entitled to vote at the WestRock Special Meeting, provided a quorum is present, is required to approve, by means of a non-binding advisory vote, the Combination-Related Compensation Proposal and the WestRock Distributable Reserves Proposal. The failure of any stockholder of record to grant a proxy electronically over the Internet or by telephone, submit a signed proxy card, or to vote by virtual ballot at the WestRock Special Meeting will have the same effect as a vote “AGAINST” the Transaction Proposal, will not have any effect on the Combination-Related Compensation Proposal and the WestRock Distributable Reserves Proposal, and will cause such stockholder’s shares to not be counted for purposes of determining whether a quorum is present for the transaction at business at the WestRock Special Meeting. Abstentions will be counted as votes “AGAINST” the Transaction Proposal, the Combination-Related Compensation Proposal and the WestRock Distributable Reserves Proposal. Because each of the proposals presented to WestRock Stockholders will be considered non-discretionary, we do not anticipate any broker non-votes at the WestRock Special Meeting. Broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the WestRock Special Meeting, and otherwise will have no effect on a particular proposal.

Only WestRock Stockholders of record as of the close of business on May 1, 2024 are entitled to notice of the WestRock Special Meeting and to vote at the WestRock Special Meeting or at any adjournment or postponement thereof. A list of stockholders entitled to vote at the WestRock Special Meeting will be available in our principal executive offices, located at 1000 Abernathy Road, Atlanta, Georgia 30328, United States, during regular business hours for a period of no less than ten days ending on the day before the date of the WestRock Special Meeting.

WestRock Stockholders and beneficial owners who do not vote in favor of the Transaction Proposal will have the right to seek appraisal of the fair value of their shares of WestRock Stock if they comply with the requirements of, and do not validly withdraw their demands or otherwise lose their appraisal rights under, the applicable provisions of Delaware law, which are summarized in the proxy statement/prospectus accompanying this notice in the section of the proxy statement/prospectus entitled “Appraisal Rights.” A copy of Section 262 of the General Corporation Law of the State of Delaware, which details the applicable Delaware appraisal statute, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

WestRock’s board of directors (the “WestRock Board”) recommends that you vote “FOR” the Transaction Proposal, “FOR” the Combination-Related Compensation Proposal, and “FOR” the WestRock Distributable Reserves Proposal. In considering the recommendation of the WestRock Board, WestRock Stockholders should be aware that WestRock’s executive officers and members of the WestRock Board may have agreements and arrangements in place that provide them with interests in the Merger and the other transactions contemplated by the Transaction Agreement that may be different from, or in addition to, those of WestRock Stockholders generally. See the section of the proxy statement/prospectus entitled “Interests of WestRock’s Directors and Executive Officers in the Combination.”

The enclosed proxy statement/prospectus provides detailed information about the WestRock Special Meeting and a summary of the Transaction Agreement and the Combination. The enclosed proxy statement/​prospectus, including the copy of the Transaction Agreement attached thereto as Annex A, is incorporated by reference into this Notice of Special Meeting.

Our Notice of Special Meeting and proxy statement/prospectus are available at www.proxyvote.com.

By order of the Board of Directors,

/s/ Denise R. Singleton

Denise R. Singleton
Executive Vice President, General Counsel and
Secretary

April 26, 2024

IMPORTANT

Your vote is extremely important. Whether or not you plan to virtually attend the WestRock Special Meeting and regardless of the number of shares you own, we urge you to vote promptly “FOR” each of the Proposals.

If you have any questions about submitting your proxy card or otherwise require assistance, please contact:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022

WestRock Stockholders May Call: (877) 750-8312 (TOLL-FREE from the U.S. and Canada)
or +1 (412) 232-3651 (from other locations)
Banks and Brokers May Call Collect: (212) 750-5833

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus (the “proxy statement/prospectus”), which forms part of a registration statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) by Smurfit WestRock Limited (to be re-registered as an Irish public limited company and renamed Smurfit WestRock plc prior to Completion (as defined below)) (“Smurfit WestRock”), constitutes a prospectus of Smurfit WestRock under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the ordinary shares of $0.001 each in the capital of Smurfit WestRock (the “Smurfit WestRock Shares”) to be issued to the holders of shares of common stock of WestRock, par value $0.01 per share (“WestRock Stock”) pursuant to the Transaction Agreement.

This document also constitutes a proxy statement of WestRock under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to the WestRock Special Meeting, at which the holders of shares of WestRock Stock (the “WestRock Stockholders”) will be asked to consider and vote upon the Transaction Proposal, the Combination-Related Compensation Proposal and the WestRock Distributable Reserves Proposal, each as described in more detail herein under “Information About the WestRock Special Meeting.”

The U.K. Financial Conduct Authority (the “FCA”) has not approved or disapproved any of the transactions described in this proxy statement/prospectus or the securities to be issued under this document or passed upon the adequacy or accuracy of this document. This proxy statement/prospectus does not constitute an offer to buy or sell, or a solicitation of an offer to buy or sell, any securities, or a solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. For the avoidance of doubt, this proxy statement/prospectus does not constitute an offer to buy or sell securities or a solicitation of an offer to buy or sell any securities in the U.K. or a solicitation of a proxy under the laws of England and Wales or the FCA’s Listing Rules, and it is not intended to be, and is not, a prospectus or an offer document for the purposes of the FCA’s Prospectus Regulation Rules.

This proxy statement/prospectus is not intended to be and is not a prospectus for the purposes of the Companies Act of 2014 of Ireland (as amended), the European Union (Prospectus) Regulations 2019 of Ireland (as amended) or Central Bank (Investment Market Conduct) Rules issued by the Central Bank of Ireland or the Prospectus Regulation Rules issued by the FCA, and neither the Central Bank of Ireland or the FCA has approved this proxy statement/prospectus.

Smurfit Kappa has supplied all information contained in this proxy statement/prospectus relating to Smurfit Kappa, and WestRock has supplied all information contained in or incorporated by reference into this proxy statement/prospectus relating to WestRock.

Smurfit WestRock, Smurfit Kappa and WestRock have not authorized anyone to provide any information that is different from that contained in, or incorporated by reference into, this proxy statement/​prospectus and Smurfit WestRock, Smurfit Kappa and WestRock take no responsibility for, and can provide no assurance as to the reliability of, any information others may give you. This proxy statement/​prospectus is dated April 26, 2024 and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date. Further, you should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this proxy statement/prospectus to WestRock Stockholders nor the issuance by Smurfit WestRock of Smurfit WestRock Shares pursuant to the Transaction Agreement will create any implication to the contrary.

Nothing in this document or anything communicated to holders or potential holders of the shares or Depositary Interests in Smurfit WestRock is intended to constitute or should be construed as advice on the merits of the purchase of or subscription for the shares or Depositary Interests in Smurfit WestRock or the exercise of any rights attached to them. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice as soon as possible from your stockbroker, bank, solicitor, accountant or other appropriate independent professional financial advisor (being, in the case of Smurfit Kappa Shareholders in Ireland, an organization or firm authorized or exempted under the Investment Intermediaries Act, 1995 of Ireland (as amended) or the European Union (Markets in Financial Instruments) Regulations 2017 (as amended) or, in the case of Smurfit Kappa Shareholders in the United Kingdom, an advisor authorized pursuant to the Financial Services and Markets Act 2000, as amended, or from another appropriately authorized independent financial advisor if you are in a territory outside Ireland or the United Kingdom).

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ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about WestRock from other documents that WestRock has filed with the SEC, and that are contained in or incorporated by reference into this proxy statement/prospectus. For a listing of documents incorporated by reference into this proxy statement/prospectus, please see the section of this proxy statement/prospectus entitled “Where You Can Find More Information.”

Any person may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other information concerning WestRock, without charge, by written or telephonic request directed to WestRock Company, 1000 Abernathy Road, Atlanta, Georgia 30328, United States, Telephone: +1 (770) 448-2193; or Innisfree M&A Incorporated, WestRock’s proxy solicitor, by calling toll-free at (877) 750-8312 from the United States and Canada, or +1 (412) 232-3651 from other locations. Banks, brokerage firms and other nominees may call collect at (212) 750-5833.

In order for you to receive timely delivery of the documents in advance of the WestRock Special Meeting to be held on June 13, 2024, you must request the information no later than five business days prior to the date of the WestRock Special Meeting (i.e., by June 6, 2024).

To find more information, see the section of the proxy statement/prospectus entitled “Where You Can Find More Information.”

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FREQUENTLY USED TERMS

Unless otherwise indicated or as the context otherwise requires, a reference in this proxy statement/​prospectus to:

•

“Antitrust Division” refers to the Antitrust Division of the U.S. Department of Justice;

•

“Antitrust Laws” refers to any statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws of any jurisdiction that are designed or intended to (a) prohibit, restrict or regulate actions that may have the purpose or effect of creating a monopoly, lessening competition or restraining trade, through merger or acquisition or otherwise, including the HSR Act, or (b) prohibit, restrict or regulate foreign investments or foreign subsidies;

•

“Belgian Law Rights” refers to the fungible co-ownership rights governed by Belgian law over a pool of book-entry interests in securities of the same issue (i.e., as can be identified by an ISIN) which the EB Participants hold;

•

“Business Day” refers to any day, other than a Saturday, a Sunday or a day on which banks in Ireland, the United Kingdom or the State of New York are authorized or required by law to be closed, as the context requires;

•

“CDIs” refers to an English law security issued by the CREST Depository that represents a CREST member’s interest in a security (including the Belgian Law Rights in respect of such security standing to the credit of the EB Participant account of the CREST Nominee) at the Scheme Effective Time;

•

“Code” refers to the U.S. Internal Revenue Code of 1986, as amended;

•

“Combination” refers to the Smurfit Kappa Share Exchange and the Merger collectively;

•

“Combination-Related Compensation Proposal” refers to the resolution of WestRock Stockholders to approve compensation that will or may become payable by WestRock to its named executive officers in connection with the Combination;

•

“Completion” refers to the completion of the Smurfit Kappa Share Exchange and the Merger;

•

“Completion Date” refers to the first Friday that is at least three (3) Business Days (or such shorter period of time as remains before 5:00 p.m. New York City Time on the End Date) after the satisfaction or, in the sole discretion of the applicable party, waiver (where applicable) of all of the Conditions (other than those conditions that by their nature can only be satisfied at the Completion Date (including the condition set forth in Section 8.1(b)(iv) of the Transaction Agreement)), but subject to the satisfaction or, in the sole discretion of the applicable party, waiver of such Conditions at the Completion Date, or at such other date and time as may be mutually agreed by the parties in writing;

•

“Conditions” refers to the conditions to the Combination set forth under the terms of the Transaction Agreement, and “Condition” means any one of the Conditions;

•

“Consolidated Financial Statements” refers to the Smurfit Kappa consolidated financial statements as of December 31, 2022 and for each of the two years in the period ended December 31, 2022 prepared in accordance with U.S. GAAP as included in this proxy statement/prospectus;

•

“Court Order” refers to the order or orders of the Irish High Court sanctioning the Scheme under Section 453 of the Irish Companies Act;

•

“CREST” or “CREST System” refers to the system for the paperless settlement of trades in securities and the holding of uncertificated securities in accordance with the CREST Regulations operated by Euroclear U.K. & International Limited (or any successor or assignee of it in such capacity from time to time) or any replacement for such system from time to time;

•

“CREST Depository” refers to CREST Depository Limited, a subsidiary of EUI (or any successor or assignee of it in such capacity from time to time);

•

“CREST Nominee” refers to CIN (Belgium) Limited, a subsidiary of the CREST Depository, or any other body appointed to act as a nominee on behalf of the CREST Depository, including the CREST Depository itself;

iii

•

“CREST Regulations” refers to the Uncertificated Securities Regulations 2001 of the United Kingdom, as amended;

•

“Depositary Interests” or “DIs” refers to a depositary interest issued through CREST by the DI Depositary representing a beneficial interest in a Smurfit WestRock Share;

•

“Designated Smurfit Kappa Shares” refers to any (i) Smurfit Kappa Shares held from time to time by WestRock, or any subsidiary of WestRock and/or any nominee of WestRock or any subsidiary of WestRock, and (ii) any shares held in Smurfit Kappa by Smurfit Kappa or any subsidiary of Smurfit Kappa;

•

“DGCL” refers to the General Corporation Law of the State of Delaware, as amended;

•

“DI Depositary” refers to Computershare Investor Services PLC, in its capacity as the proposed issuer of the Depositary Interests (or any successor or assignee of it in such capacity from time to time);

•

“Draft New UK Listing Rules” refers to the FCA’s new Listing Rules proposed under Consultation Paper CP23/31 published by the FCA in December 2023 and subsequently set out in the Draft UK Listing Rules Instrument 2024 published by the FCA in March 2024, and which are currently in draft form for consultation purposes;

•

“DTRs” refers to the Disclosure Guidance and Transparency Rules made by the FCA under Part VI of FSMA (as set out in the FCA’s Handbook of Rules and Guidance, as such document may be amended or supplemented from time to time);

•

“Dissenting Shares” refers to the shares of WestRock Stock issued and outstanding immediately prior to the Merger Effective Time and held by a holder of record or beneficial owner that did not vote in favor of the approval and adoption of the Transaction Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal of such shares of WestRock Stock in accordance with Section 262 of the DGCL;

•

“DLLCA” refers to the Limited Liability Company Act of the State of Delaware, as amended;

•

“Dodd Frank Act” refers to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010;

•

“DTC” refers to the Depository Trust Company (or any successor or assignee of it in such capacity from time to time) or any replacement for such system from time to time;

•

“DTC Nominee” refers to Cede & Co. or such other entity as may be nominated by an authorized representative of DTC from time to time;

•

“EB Nominee” refers to Euroclear Nominees Limited, a wholly owned subsidiary of Euroclear Bank, established under the laws of England and Wales with registration number 02369969 (or any successor or assignee of it in such capacity from time to time);

•

“EB Participant” refers to a participant in the EB System that has entered into an agreement to participate in the EB System subject to the Euroclear Bank’s terms and conditions;

•

“EB System” refers to the securities settlement system operated by Euroclear Bank and governed by Belgian law (or any successor or assignee of it in such capacity from time to time) or any replacement for such system from time to time;

•

“Effect” refers to any change, effect, development, circumstance, condition, state of facts, event or occurrence;

•

“EGM Resolutions” refers to the following resolutions to be proposed at the Extraordinary General Meeting as set out in Part XIII (Notice of Extraordinary General Meeting) of the Smurfit Kappa Shareholder Circular for the purposes of approving (i) the Combination as a Class 1 transaction pursuant to Chapter 5 of the Listing Rules, (ii) the Scheme and authorizing the directors of Smurfit Kappa to implement the Scheme, (iii) amendments to the Articles of Association of Smurfit Kappa to implement the Scheme, and (iv) the cancellation of the listing of Smurfit Kappa Shares from the premium listing segment of the Official List of the FCA (or, if the Draft New UK Listing Rules have

iv

come into force and Smurfit Kappa is transferred to a new listing category thereunder prior to Completion, the relevant listing category at the time) and from trading on the LSE’s main market for listed securities and the listing of Smurfit WestRock Shares on the standard listing segment of the Official List of the FCA (or, if the Draft New UK Listing Rules have come into force prior to Completion, the new Equity Shares (International Commercial Companies Secondary Listing) category or any other relevant listing category at the time) and admission to trading on the LSE’s main market for listed securities;

•

“End Date” refers to September 12, 2024 (subject to extension until March 12, 2025, under the terms of the Transaction Agreement);

•

“Equity Award Exchange Ratio” refers to the sum of (a) the Exchange Ratio and (b) the quotient, rounded to four decimal points, obtained by dividing (i) the Cash Consideration by (ii) the VWAP of Smurfit Kappa Shares;

•

“ERISA” refers to the United States Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated and rulings issued thereunder;

•

“EUI” refers to Euroclear U.K. & International Limited, the operator of the CREST System (or any successor or assignee of it in such capacity from time to time);

•

“Euroclear Bank” or “EB” refers to Euroclear Bank S.A./N.V., an international CSD based in Belgium and part of the Euroclear Group (or any successor or assignee of it in such capacity from time to time);

•

“Euroclear Smurfit WestRock Shares” refers to the Smurfit WestRock Shares issued in the name of the EB Nominee as Smurfit Kappa Scheme Consideration pursuant to the Scheme;

•

“Euronext Dublin” refers to The Irish Stock Exchange plc, trading as Euronext Dublin;

•

“Euronext Dublin Market” refers to the Euronext Dublin Market, operated by Euronext Dublin;

•

“European Economic Area” refers to EU Member States from time to time, together with Norway, Iceland and Liechtenstein;

•

“Exchange Act” refers to the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

•

“Exchange Agent” refers to a bank or trust company appointed by Smurfit Kappa, and reasonably acceptable to WestRock, who will act as exchange agent for (a) the issuance of Smurfit WestRock Shares pursuant to the Scheme and (b) the payment of the Merger Consideration, as well as the agent for the WestRock Stockholders for the purpose of receiving and holding their WestRock Certificates (provided that the Exchange Agent shall obtain no rights or interests in the shares represented thereby).

•

“Exchange Ratio” refers to one validly issued, fully paid and non-assessable Smurfit WestRock Share per share of WestRock Stock;

•

“Extraordinary General Meeting” or “EGM” refers to the extraordinary general meeting of Smurfit Kappa Shareholders (and any adjournment thereof) to be convened in connection with the Scheme, expected to be convened as soon as the preceding Scheme Meeting shall have been concluded or adjourned (it being understood that if the Scheme Meeting is adjourned, the EGM shall be correspondingly adjourned), notice of which is set out in Part XIII (Notice of Extraordinary General Meeting) of the Smurfit Kappa Shareholder Circular;

•

“FCA” refers to the U.K. Financial Conduct Authority;

•

“Financing Sources” refers to the entities that have committed to provide or arrange the Transaction Financing or other financings in connection with the transactions contemplated by the Transaction Agreement, including the parties to any joinder agreements or credit agreements, underwriting agreements, bonds or note purchase agreements entered pursuant thereto or relating thereto, but excluding in each case, for the avoidance of doubt, the parties and their subsidiaries, together with their respective affiliates, and its and their respective affiliates’ officers, directors, employees, agents and representatives and their respective successors and assigns;

v

•

“FSMA” refers to the United Kingdom Financial Services and Markets Act (2000), as amended, including any regulations made pursuant thereto;

•

“FTC” refers to the U.S. Federal Trade Commission;

•

“GAAP” or “U.S. GAAP” refers to generally accepted accounting principles in the United States;

•

“Governmental Entity” refers to (a) any national, federal, state, county, municipal, local, foreign, or supranational government or any entity exercising executive, legislative, judicial, regulatory, taxing, or administrative functions of or pertaining to government, or any arbitral authority, (b) any public international governmental organization, or (c) any agency, division, bureau, department, or other political subdivision of any government, entity or organization described in the foregoing clause (a) or (c) of this definition, including, for the avoidance of doubt, the Irish High Court and the SEC;

•

“HSR Act” refers to the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder;

•

“IFRS EU” refers to the International Financial Reporting Standards and IFRS Interpretations Committee interpretations as adopted by the European Union and the provisions of the Irish Companies Act;

•

“Intended Tax Treatment” refers to the intention of the parties that (i) Smurfit WestRock not be treated as a “surrogate foreign corporation” or a “domestic corporation” within the meaning of Section 7874(a)(2)(B) of the Code and Section 7874(b) of the Code, respectively, as a result of the Combination and (ii) the Smurfit Kappa Share Exchange be treated as a “reorganization” within the meaning of Section 368(a)(1)(B) of the Code;

•

“Ireland” refers to the island of Ireland, excluding Northern Ireland, and the word “Irish” shall be construed accordingly;

•

“Irish Companies Act” refers to the Companies Act 2014 of Ireland (as amended);

•

“Irish Court Hearing” refers to the hearing of the Irish High Court at which it is proposed that the Irish High Court sanction the Scheme under Section 453(2)(c) of the Irish Companies Act;

•

“Irish High Court” refers to the High Court of Ireland;

•

“IRS” refers to the U.S. Internal Revenue Service;

•

“Listing Rules” refers to Listing Rules made by the FCA in its capacity as the competent authority under the Financial Services and Markets Act 2000, and contained in the FCA’s publication of the same name (as such document may be amended or supplemented from time to time);

•

“LSE” or “London Stock Exchange”, refers to the London Stock Exchange plc or the market conducted by it, as the context requires, or any successor or assignee of it in such capacity from time to time or any replacement for such system from time to time;

•

“Merger” refers to the merger of Merger Sub with and into WestRock in accordance with the terms of the Transaction Agreement;

•

“Merger Effective Time” refers to the time the Merger becomes effective at Completion after the effective time of the Smurfit Kappa Share Exchange;

•

“Merger Sub” refers to Sun Merger Sub, LLC, a limited liability company organized in the State of Delaware;

•

“Net WestRock Option Share” refers to, with respect to a WestRock Option, the quotient obtained by dividing (a) the product obtained by multiplying (i) the excess, if any, of the value of the Merger Consideration over the exercise price per share of WestRock Stock subject to such WestRock Option immediately prior to the Merger Effective Time by (ii) the number of shares of WestRock Stock subject to such WestRock Option immediately prior to the Merger Effective Time by (b) the value of the Merger Consideration, provided that, for purposes of this definition, the value of the component of the Merger Consideration that consists of Smurfit WestRock Shares shall equal the product of (x) the Exchange Ratio and (y) the VWAP of Smurfit Kappa Shares;

vi

•

“Notice of EGM” refers to the notice convening the EGM, as set out in Part XIII (Notice of Extraordinary General Meeting) of the Smurfit Kappa Shareholder Circular;

•

“Notice of Scheme Meeting” refers to the notice convening the Scheme Meeting, as set out in Part XII (Notice of Scheme Meeting) of the Smurfit Kappa Shareholder Circular;

•

“NYSE” refers to the New York Stock Exchange;

•

“Official List of the FCA” refers to the official list maintained by the FCA;

•

“Organizational Documents” refers to articles of association, articles of incorporation, constitution, certificate of incorporation or by-laws or other equivalent organizational document, as appropriate;

•

“Person” or “person” refers to a natural person, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Entity or other entity or organization;

•

“Proposals” refers to, collectively, the Transaction Proposal, the Combination-Related Compensation Proposal and the WestRock Distributable Reserves Proposal;

•

“Prospectus Regulation Rules” refers to the prospectus regulation rules published by the FCA under section 73A of FSMA;

•

“Record Date” refers to May 1, 2024, the record date for the WestRock Special Meeting;

•

“Registrar of Companies” refers to the Registrar of Companies in Dublin, Ireland;

•

“Relevant EB Participant” refers to a person recorded in the records and systems maintained by the EB System at the Scheme Record Time (by way of interests standing to the credit of its EB Participant account) as the EB Participant in respect of the Belgian Law Rights pertaining to the Smurfit WestRock Shares held through EB Participants, excluding Smurfit WestRock Shares to be issued in respect of Smurfit Kappa Shares held through CDIs;

•

“Revolving Credit Facility” refers to the €1.350 billion revolving credit facility of Smurfit Kappa with a maturity date of January 28, 2026, provided under the Revolving Facility Agreement;

•

“Revolving Facility Agreement” refers to the revolving facility agreement dated January 28, 2019 between Smurfit Kappa Holdings Limited (which was merged by absorption into Smurfit Kappa Investments Limited in 2023), Smurfit Kappa Treasury Unlimited Company (a wholly-owned subsidiary of Smurfit Kappa) and certain other members of Smurfit Kappa, which provides for the Revolving Credit Facility;

•

“Sanction Date” refers to such date on which the Irish High Court sanctions the Scheme (without material modification) pursuant to Section 453 of the Irish Companies Act;

•

“Scheme” refers to the proposed scheme of arrangement under Section 450 of the Irish Companies Act to effect the Smurfit Kappa Share Exchange under the terms of the Transaction Agreement, particulars of which are set out in Part X (Scheme of Arrangement) of the Smurfit Kappa Shareholder Circular, in its present form or with and subject to any modification, addition or condition approved or imposed by the Irish High Court and agreed to by Smurfit Kappa and WestRock;

•

“Scheme Effective Date” refers to the date on which the Scheme becomes effective in accordance with its terms;

•

“Scheme Effective Time” refers to the time on the Scheme Effective Date at which the Scheme becomes effective as fixed by the Irish High Court in the Court Order;

•

“Scheme Meeting” refers to the meeting or meetings of Smurfit Kappa Shareholders (and any adjournment thereof) convened by an order of the Irish High Court pursuant to Section 450 of the Irish Companies Act for the purposes of considering and if thought fit, approving the Scheme (with or without any modification(s), addition(s) or condition(s) approved or imposed by the Irish High Court), including any adjournment, postponement or reconvention of any such meeting, notice of which is contained in Smurfit Kappa Shareholder Circular;

vii

•

“Scheme Record Time” refers to 5:00 p.m. (Eastern Time) on the Scheme Effective Date;

•

“Scheme Resolution” refers to the resolution to be proposed at the Scheme Meeting as set out in Part XII (Notice of Scheme Meeting) of the Smurfit Kappa Shareholder Circular;

•

“Scheme Voting Record Time” refers to the voting record time fixed for the Scheme Meeting, as set out in Part X (Scheme of Arrangement) of the Smurfit Kappa Shareholder Circular;

•

“SEC” refers to the United States Securities and Exchange Commission;

•

“Securities Act” refers to the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

•

“Securities Depository Transfer” refers to the transfer of the legal interest (but not the beneficial interest nor any other equity or interest, save as expressly provided in the Transaction Agreement) in the Euroclear Smurfit WestRock Shares pursuant to provisions (including a power of attorney) to be set out in the Smurfit WestRock constitution then-adopted;

•

“Smurfit Kappa” refers to Smurfit Kappa Group plc, a public limited company incorporated in Ireland with registered number 433527, and its subsidiary undertakings and associated undertakings;

•

“Smurfit Kappa Benefit Plans” refers to each “employee benefit plan” ​(as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and each bonus, stock, stock option or other equity-based compensation arrangement or plan, incentive, deferred compensation, retirement or supplemental retirement, severance, employment, change-in-control, collective bargaining, profit-sharing, pension, vacation, cafeteria, dependent care, medical care, employee assistance program, education or tuition assistance programs, and each insurance and other similar fringe or employee benefit plan, program or arrangement, in each case for the benefit of current employees, directors or consultants (or any dependent or beneficiary thereof) of Smurfit Kappa or any Smurfit Kappa subsidiary or with respect to which Smurfit Kappa or any Smurfit Kappa subsidiary may have any obligation or liability (whether actual or contingent);

•

“Smurfit Kappa Board” refers to the board of directors of Smurfit Kappa from time to time;

•

“Smurfit Kappa Board Recommendation” refers to the Smurfit Kappa Board recommendation that the Smurfit Kappa Shareholders vote in favor of the Smurfit Kappa Resolutions;

•

“Smurfit Kappa Distributable Reserves Proposal” refers to the resolution of Smurfit Kappa Shareholders to approve, subject to Completion, the Smurfit WestRock Distributable Reserves Creation;

•

“Smurfit Kappa Equity Award” refers to any equity award granted under a Smurfit Kappa Equity Plan that is or may be paid or settled in Smurfit Kappa Shares;

•

“Smurfit Kappa Equity Plan” refers to each of Smurfit Kappa’s 2018 Performance Share Plan (as amended), 2018 Deferred Bonus Plan and 2011 Deferred Annual Bonus Plan;

•

“Smurfit Kappa Register of Members” refers to the register of members maintained by Smurfit Kappa pursuant to the Irish Companies Act;

•

“Smurfit Kappa Resolutions” refers to the Scheme Resolution as set out in the Notice of Scheme Meeting and the EGM Resolutions as set out in the Notice of EGM, and any one a “Smurfit Kappa Resolution”;

•

“Smurfit Kappa Scheme Consideration” refers to one Smurfit WestRock Share exchanged for every Smurfit Kappa Share transferred to Smurfit WestRock pursuant to the Scheme;

•

“Smurfit Kappa Share Exchange” refers to the proposed acquisition by Smurfit WestRock of Smurfit Kappa by means of the Scheme (and any such Scheme as it may be revised, amended or extended from time to time) under the terms of the Transaction Agreement;

•

“Smurfit Kappa Shareholder Approval” refers to (i) the approval of the Scheme by three-fourths (75%) or more in value of the Smurfit Kappa Shares held by Smurfit Kappa Shareholders at the Scheme Voting Record Time, present and voting either in person or by proxy, at the Scheme Meeting

viii

(or at any adjournment of such meeting) and (ii) the EGM Resolutions being duly passed by the requisite majorities of Smurfit Kappa Shareholders at the Extraordinary General Meeting (or at any adjournment of such meeting);

•

“Smurfit Kappa Shareholder Circular” refers to the document (including any amendments or supplements thereto) to be distributed to Smurfit Kappa Shareholders (a) containing (i) the Scheme, (ii) the notice or notices of the Scheme Meeting and the EGM, (iii) an explanatory statement as required by Section 452 of the Irish Companies Act with respect to the Scheme, (iv) such other information as may be required or necessary pursuant to the Irish Companies Act and (v) such other information as Smurfit Kappa may reasonably determine in consultation with WestRock; and (b) serving as the circular relating to the EGM, Scheme Meeting and Combination approved in accordance with the Listing Rules and the Irish Companies Act, to be filed with, and approved by, the FCA (as such document may be amended or supplemented from time to time);

•

“Smurfit Kappa Shareholders” refers to the registered holders of Smurfit Kappa Shares from time to time;

•

“Smurfit Kappa Shares” refers to the ordinary shares of Smurfit Kappa, €0.001 per share;

•

“Smurfit WestRock” refers to Smurfit WestRock Limited (formerly known as Cepheidway Limited and to be re-registered as an Irish public limited company and renamed Smurfit WestRock plc prior to Completion), a private company limited by shares incorporated in Ireland with registered number 607515, the new holding company of the combined group of Smurfit Kappa and WestRock at Completion;

•

“Smurfit WestRock Board” refers to the board of directors of Smurfit WestRock from time to time;

•

“Smurfit WestRock Cash Award” refers to an unvested cash award in an amount equal to the product obtained by multiplying (i) the number of shares of WestRock Stock subject to a WestRock RSU Award as of immediately prior to the Merger Effective Time by (ii) the Cash Consideration;

•

“Smurfit WestRock Constitution” refers to the amended and restated memorandum and articles of association of Smurfit WestRock, which will become effective immediately prior to the Scheme Effective Time, substantially in the form attached as Annex B;

•

“Smurfit WestRock Distributable Reserves Creation” refers to the reduction of the amount credited to the share premium account of Smurfit WestRock (including any amounts credited to Smurfit WestRock’s share premium account upon the capitalisation of any merger reserve or like reserve resulting from the Combination) to allow the creation of distributable reserves of Smurfit WestRock which are required under Irish law in order to allow Smurfit WestRock to make distributions and to pay dividends and repurchase or redeem shares following Completion;

•

“Smurfit WestRock Register of Members” refers to the register of members maintained by Smurfit WestRock pursuant to the Irish Companies Act;

•

“Smurfit WestRock RSU Award” refers to an award of restricted stock units corresponding to a number of Smurfit WestRock Shares equal to the product (rounded down to the nearest whole number of shares) obtained by multiplying (i) the number of shares of WestRock Stock subject to a WestRock RSU Award as of immediately prior to the Merger Effective Time by (ii) the Stock Consideration;

•

“Smurfit WestRock Shareholders” refers to the registered holders of Smurfit WestRock Shares from time to time;

•

“Smurfit WestRock Shares” refers to the ordinary shares of $0.001 each in the capital of Smurfit WestRock. In this proxy statement/prospectus, save where the context otherwise requires, references to Smurfit WestRock Shares in the context of the admission to trading on LSE’s main market for listed securities includes reference to any Depositary Interest;

•

“Standard Listing” refers to the standard listing segment of the Official List of the FCA or a listing on the single category for equity shares in commercial companies or the other shares category for foreign companies with a secondary listing in the U.K. if such new listing categories as contemplated in FCA Consultation Paper CP23/10 have been implemented by the FCA and taken effect at the relevant time;

ix

•

“Surviving Corporation” refers to WestRock, existing as a wholly owned subsidiary of Smurfit WestRock following the Merger;

•

“Transaction Agreement” refers to the Transaction Agreement, dated as of September 12, 2023, among Smurfit WestRock, Smurfit Kappa, Merger Sub and WestRock;

•

“Transaction Committee” refers to the transaction committee of the WestRock Board;

•

“Transaction Financing” refers to the debt financing or any other third-party financing that is necessary, or that is otherwise incurred or intended to be incurred by any of Smurfit WestRock, Smurfit Kappa, Merger Sub or any of the subsidiaries of Smurfit Kappa, to finance, refinance or refund any existing indebtedness of WestRock, Smurfit Kappa or any of their respective subsidiaries, or to fund the Cash Consideration payable under the Transaction Agreement, including the incurrence of indebtedness, the offering or private placement of debt securities, notes, indentures, debentures, bonds or other similar instruments or to pay any fees and expenses in connection with any of the foregoing;

•

“Transaction Proposal” refers to the resolution of WestRock Stockholders to approve to approve and adopt the Transaction Agreement;

•

“Treasury Regulations” refers to the United States Treasury regulations promulgated under the Code;

•

“U.K.” refers to the United Kingdom of Great Britain and Northern Ireland;

•

“U.K. Prospectus Regulation” refers to assimilated Regulation (EU) 2017/1129 as it forms part of the law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018;

•

“U.S.” refers to the United States of America;

•

“Uncertified Holders” refers to holders of Depositary Interests and holders of Smurfit WestRock Shares in book-entry form;

•

“VAT” refers to any tax imposed by any member state of the European Union in conformity with the directive of the Council of the European Union on the common system of value added tax (2006/112/EC) and any tax similar to or replacing the same;

•

“VWAP of Smurfit Kappa Shares” refers to the volume-weighted average price of a Smurfit Kappa Share for a ten (10)-trading-day period on the Euronext Dublin, starting with and including the opening of trading on the eleventh (11th) trading day prior to the date of Completion and ending on and including the closing of trading on the second-to-last trading day prior to the date of Completion, as reported by Bloomberg (converting each volume-weighted average price to U.S. dollars based upon the “closing mid-point” exchange rate in respect of each such specified day in the “currencies and money” segment in the “Companies and Markets” section of the Financial Times, U.S. edition, or, if not reported therein, another alternative source);

•

“WestRock” refers to WestRock Company, a corporation incorporated in the State of Delaware, and its subsidiary undertakings and associated undertakings;

•

“WestRock Benefit Plans” refers to each “employee benefit plan” ​(as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and each bonus, stock, stock option or other equity-based compensation arrangement or plan, incentive, deferred compensation, retirement or supplemental retirement, severance, employment, change-in-control, collective bargaining, profit-sharing, pension, vacation, cafeteria, dependent care, medical care, employee assistance program, education or tuition assistance programs, and each insurance and other similar fringe or employee benefit plan, program or arrangement, in each case for the benefit of current employees, directors or consultants (or any dependent or beneficiary thereof) of WestRock or any WestRock subsidiary or with respect to which WestRock or any WestRock subsidiary may have any obligation or liability (whether actual or contingent);

•

“WestRock Board” refers to the board of directors of WestRock from time to time;

•

“WestRock Book-Entry Shares” refers to uncertificated shares of WestRock Stock represented by book-entry interests;

x

•

“WestRock Certificates” refers to a certificate or certificates representing, immediately prior to the Merger Effective Time, outstanding shares of WestRock Stock;

•

“WestRock Director RSU Award” refers to each outstanding WestRock RSU Award that was granted to a non-employee member of the WestRock Board;

•

“WestRock Distributable Reserves Proposal” refers to the resolution of WestRock Stockholders to approve, subject to Completion, the Smurfit WestRock Distributable Reserves Creation;

•

“WestRock Equity Plan” refers to each of WestRock’s 2020 Incentive Stock Plan (as amended), Amended and Restated 2016 Incentive Stock Plan, MeadWestvaco Corporation 2005 Performance Incentive Plan (as amended), Amended and Restated Rock-Tenn Company 2004 Incentive Stock Plan, KapStone Paper and Packaging 2016 Incentive Plan, KapStone Paper and Packaging 2014 Incentive Plan and KapStone Paper and Packaging 2006 Incentive Plan;

•

“WestRock ESPP” refers to WestRock’s Employee Stock Purchase Plan (effective February 2, 2016);

•

“WestRock Option” refers to an option to purchase shares of WestRock Stock granted under any WestRock Equity Plan;

•

“WestRock RSU Award” refers to an outstanding award of restricted stock units that corresponds to a number of shares of WestRock Stock granted under any WestRock Equity Plan;

•

“WestRock Special Meeting” refers to the meeting of WestRock Stockholders for any purpose described in this proxy statement/prospectus, including any postponement or adjournment thereof;

•

“WestRock Stock” refers to shares of common stock of WestRock, par value $0.01 per share;

•

“WestRock Stockholder Approval” refers to the affirmative vote of the holders of a majority of the outstanding shares of WestRock Stock entitled to vote on the approval and adoption of the Transaction Agreement at the WestRock Special Meeting in favor of adopting such proposal; and

•

“WestRock Stockholders” refers to the holders of WestRock Stock from time to time.

xi

TABLE OF CONTENTS

​	Page
QUESTIONS AND ANSWERS ABOUT THE COMBINATION AND THE WESTROCK SPECIAL MEETING	​	1
SUMMARY	​	15
Parties to the Combination	​	15
The Combination and the Transaction Agreement	​	16
Merger Consideration	​	17
Debt Financing	​	18
Governance of Smurfit WestRock Following the Combination	​	19
Effect on WestRock if the Combination Is Not Consummated	​	20
Recommendation of the WestRock Board; WestRock’s Reasons for the Combination	​	20
Opinions of WestRock’s Financial Advisors	​	21
Information About the WestRock Special Meeting	​	22
Interests of WestRock’s Directors and Executive Officers in the Combination	​	24
Treatment of Smurfit Kappa Equity Awards	​	25
Treatment of WestRock Equity Awards	​	25
Consents and Regulatory Approvals	​	26
Appraisal Rights	​	26
Listing of Smurfit WestRock Shares and Delisting of Smurfit Kappa Shares	​	27
Delisting and Deregistration of the WestRock Stock	​	28
Settlement of Smurfit WestRock Shares Issued Pursuant to the Smurfit Kappa Share Exchange	​	28
Conditions That Must Be Satisfied or Waived for the Combination to Occur	​	28
Non-Solicitation	​	30
Board Change of Recommendation	​	30
Termination of the Transaction Agreement	​	31
Termination Amounts	​	32
Accounting Treatment	​	33
Material U.S. Federal Income and Irish Tax Considerations	​	33
U.S. Federal Securities Law Consequences	​	34
Comparison of the Rights of Holders of WestRock Stock and Smurfit WestRock Shares	​	35
Comparative Per Share Market Price and Dividend Information	​	35
Risk Factors	​	35
RISK FACTORS	​	38
Risks Relating to the Combination	​	38
Risks Relating to Smurfit WestRock Following the Combination	​	45
Risks Relating to Smurfit Kappa’s Business	​	49
Risks Relating to WestRock’s Business	​	66
Risks Relating to Tax Matters	​	66
Risks Relating to Ownership of Smurfit WestRock Shares	​	70
PARTIES TO THE COMBINATION	​	77
WestRock Company	​	77
Smurfit Kappa Group plc	​	77

xii

​	Page
Smurfit WestRock Limited	​	77
Sun Merger Sub, LLC	​	78
INFORMATION ABOUT THE WESTROCK SPECIAL MEETING	​	79
Date, Time and Place of the WestRock Special Meeting	​	79
Purpose of the WestRock Special Meeting	​	79
Record Date; Shares Entitled to Vote; Quorum	​	79
Vote Required; Abstentions and Broker Non-Votes	​	79
Voting of Proxies	​	80
How You May Revoke or Change Your Vote	​	80
Adjournments	​	81
Technical Difficulties or Trouble Accessing the Virtual Meeting Website	​	81
Tabulation of Votes	​	82
Solicitation of Proxies	​	82
Anticipated Date of Completion	​	82
Attending the WestRock Special Meeting	​	82
Voting at the WestRock Special Meeting	​	82
Shares Held by WestRock’s Directors and Executive Officers	​	82
Assistance	​	83
THE COMBINATION	​	84
Description of the Combination	​	84
The Combination and the Transaction Agreement	​	84
Merger Consideration	​	85
Governance of Smurfit WestRock Following the Combination	​	85
Treatment of WestRock Equity Awards	​	86
Effect on WestRock if the Combination Is Not Consummated	​	87
Background of the Combination	​	88
Recommendation of the Transaction Committee and the WestRock Board; Reasons for the Merger	​	101
Opinions of WestRock’s Financial Advisors	​	109
Certain WestRock Unaudited Financial Information	​	130
Certain Smurfit Kappa Unaudited Financial Information	​	135
Interests of WestRock’s Directors and Executive Officers in the Combination	​	139
Consents and Regulatory Approvals	​	147
Debt Financing	​	148
Appraisal Rights of WestRock Stockholders	​	150
Making a Written Demand	​	151
Notice by the Surviving Corporation	​	153
Filing a Petition for Appraisal	​	153
Determination of Fair Value	​	154
Material U.S. Federal Income and Irish Tax Considerations	​	155
U.S. Federal Income Tax Treatment of Smurfit WestRock	​	157
Tax Consequences of the Combination	​	158
Ownership and Disposition of Smurfit WestRock Shares	​	161

xiii

​	Page
Accounting Treatment	​	169
Dividend Policy	​	170
Listing of Smurfit WestRock Shares; Delisting of Smurfit Kappa Shares; S&P Index	​	170
Delisting and Deregistration of WestRock Stock	​	171
Settlement of Smurfit WestRock Shares Issued Pursuant to the Smurfit Kappa Share Exchange	​	171
U.S. Federal Securities Law Consequences	​	172
THE TRANSACTION AGREEMENT	​	174
The Combination	​	174
Completion and Effectiveness of the Combination	​	175
Merger Consideration	​	176
Change in Shares	​	176
Surrender and Exchange of WestRock Stock	​	176
Treatment of WestRock Equity Awards	​	178
Smurfit Kappa Scheme Consideration and Securities Depository Transfer	​	179
Transfer and Exchange of Smurfit Kappa Shares	​	179
Treatment of Smurfit Kappa Equity Awards	​	180
Withholding	​	180
Governance of Smurfit WestRock	​	180
Reporting and Disclosure	​	181
Representations and Warranties in the Transaction Agreement	​	181
Definition of Material Adverse Effect	​	183
Covenants Regarding Conduct of Business	​	184
Non-Solicitation	​	190
Board Change of Recommendation	​	192
Shareholder Meetings	​	193
Smurfit WestRock Distributable Reserves Creation and Certain Shareholder Resolutions	​	195
Efforts to Obtain Required Approvals	​	196
Directors’ and Officers’ Insurance and Indemnification	​	197
Employee Benefits	​	199
Tax Matters	​	200
Financing	​	200
Treatment of WestRock Indebtedness	​	201
Treatment of Smurfit Kappa Indebtedness	​	201
Other Covenants and Agreements	​	202
Conditions That Must Be Satisfied or Waived for the Combination to Occur	​	202
Termination of the Transaction Agreement	​	206
Effect of Termination	​	207
Termination Amounts	​	207
No Third-Party Beneficiaries	​	208
Other Remedies; Specific Performance	​	208
Amendment	​	209
Governing Law	​	209

xiv

​	Page
PROPOSAL 1: THE TRANSACTION PROPOSAL	​	210
The Transaction Proposal	​	210
Vote Required and Board Recommendation	​	210
PROPOSAL 2: NON-BINDING, ADVISORY VOTE ON COMBINATION-RELATED COMPENSATION PROPOSAL	​	211
The Combination-Related Compensation Proposal	​	211
Vote Required and Board Recommendation	​	211
PROPOSAL 3: NON-BINDING, ADVISORY VOTE ON THE WESTROCK DISTRIBUTABLE RESERVES PROPOSAL	​	212
The WestRock Distributable Reserves Proposal	​	212
Vote Required and Board Recommendation	​	212
UNAUDITED CONDENSED PRO FORMA COMBINED FINANCIAL INFORMATION	​	213
COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION	​	230
Market Price History	​	230
Dividends	​	230
BUSINESS OVERVIEW OF SMURFIT KAPPA	​	232
Overview	​	232
History and Development of Smurfit Kappa	​	232
Global Footprint	​	233
Competitive Strengths	​	233
Business Strategy	​	234
Segment Overview	​	237
Innovation	​	241
Competitors	​	242
Intellectual Property and Research and Development	​	242
Regulatory and Environmental Matters	​	243
Legal Proceedings	​	247
Employees	​	248
BUSINESS OVERVIEW OF SMURFIT WESTROCK	​	249
Overview	​	249
Background	​	249
Geographical Footprint	​	249
Business Overview	​	250
Leadership Positions and Scale in All Key Regions	​	250
Business Strategy	​	250
Legal Proceedings	​	254
Certain Relationships and Related Party Transactions	​	254
MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SMURFIT KAPPA	​	255
Overview	​	255
Recent Developments	​	256
Executive Summary	​	256
Significant Factors and Trends Affecting Smurfit Kappa’s Results	​	257

xv

​	Page
Results of Operations	​	259
Segment Information	​	263
Liquidity and Capital Resources	​	266
Definitions	​	269
Critical Accounting Policies and Estimates	​	272
Quantitative and Qualitative Disclosures About Market Risk	​	275
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS, DIRECTORS AND MANAGEMENT OF WESTROCK	​	277
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS, DIRECTORS AND MANAGEMENT OF SMURFIT WESTROCK	​	279
DESCRIPTION OF SMURFIT WESTROCK SHARES AND THE SMURFIT WESTROCK CONSTITUTION	​	282
Formation; Fiscal Year; Registered Office	​	282
Share Capital	​	282
Organizational Documents; Governing Law	​	283
Voting	​	283
Preemptive Rights	​	284
Variation of Rights	​	284
Inspection of Books and Records	​	284
Appraisal Rights	​	285
No Liability for Further Calls or Assessments	​	285
Certificated and Uncertificated Shares	​	285
Transfer of Shares	​	285
Dividends	​	286
Alteration of Share Capital	​	286
Share Repurchases, Redemptions and Conversions	​	287
Shareholder Meetings	​	287
Board of Directors	​	288
Dissolution; Rights Upon Liquidation	​	290
Irish Anti-Takeover Provisions	​	290
General Principles	​	290
Disclosure of Shareholding Ownership	​	292
Uncertificated Interests in Smurfit WestRock Shares	​	293
COMPARISON OF THE RIGHTS OF HOLDERS OF WESTROCK STOCK AND SMURFIT WESTROCK SHARES	​	295
MANAGEMENT AND CORPORATE GOVERNANCE OF SMURFIT WESTROCK FOLLOWING THE COMBINATION	​	318
Name of Company; Corporate Offices; Jurisdiction	​	318
Directors of Smurfit WestRock	​	318
Corporate Governance of Smurfit WestRock	​	323
Board Committees	​	323
Corporate Governance Guidelines and Code of Business Conduct	​	324
Executive Officers of Smurfit WestRock	​	325
Governing Documents	​	326

xvi

​	Page
EXECUTIVE COMPENSATION	​	327
DIRECTOR COMPENSATION	​	355
LEGAL MATTERS	​	357
EXPERTS	​	358
FUTURE STOCKHOLDER PROPOSALS	​	359
HOUSEHOLDING OF PROXY MATERIALS	​	360
CERTAIN CANADIAN SECURITIES LAW CONSIDERATIONS	​	361
WHERE YOU CAN FIND MORE INFORMATION	​	362
Annex A	​	A-1
Annex B	​	B-1
Annex C	​	C-1
Annex D	​	D-1

xvii

QUESTIONS AND ANSWERS ABOUT THE COMBINATION AND THE WESTROCK SPECIAL MEETING

The following questions and answers are intended to briefly address some commonly asked questions regarding the Merger, the Combination, the Transaction Agreement and the WestRock Special Meeting. These questions and answers may not address all questions that may be important to you as a WestRock Stockholder. Please refer to the section of this proxy statement/prospectus entitled “Summary” and the more detailed information contained elsewhere in this proxy statement/prospectus, the annexes to and the information incorporated by reference into this proxy statement/prospectus, which you should read carefully and in their entirety. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions under the section of this proxy statement/prospectus entitled “Where You Can Find More Information.”

Q:

Why am I receiving these materials?

A:

On September 12, 2023, WestRock entered into the Transaction Agreement providing for, among other things, the Merger of Merger Sub with and into WestRock, with WestRock surviving the Merger as the Surviving Corporation of the Merger. As a result of the Merger, WestRock will become a wholly owned subsidiary of Smurfit WestRock. The WestRock Board is furnishing this proxy statement/​prospectus and form of proxy card to the WestRock Stockholders in connection with the solicitation of proxies in favor of the Transaction Proposal and other proposals to be voted on at the WestRock Special Meeting. This proxy statement/prospectus includes information that we are required to provide to you under the SEC rules and is designed to assist you in voting on the matters presented at the WestRock Special Meeting. WestRock Stockholders of record as of the close of business on May 1, 2024, the Record Date, may attend the WestRock Special Meeting and are entitled and requested to vote on the Proposals.

Q:

When and where is the WestRock Special Meeting?

A:

The WestRock Special Meeting will be held on June 13, 2024, at 9 a.m., Eastern Time, online at www.virtualshareholdermeeting.com/WRK2024SM.

Q:

What is the proposed Merger and what effects will it have on WestRock?

A:

The proposed Merger is the acquisition of WestRock by Smurfit WestRock through the Merger of Merger Sub with and into WestRock pursuant to the Transaction Agreement. If the Transaction Proposal is approved by the requisite number of shares of WestRock Stock, and the other closing conditions under the Transaction Agreement have been satisfied or waived, Merger Sub will merge with and into WestRock, with WestRock continuing as the Surviving Corporation. As a result of the Merger, WestRock will become a wholly owned subsidiary of Smurfit WestRock and you will no longer own shares of WestRock Stock. WestRock expects to delist the WestRock Stock from NYSE and de-register the WestRock Stock under the Exchange Act following the Merger Effective Time. Thereafter, WestRock would no longer be a publicly traded company, and WestRock would no longer file periodic reports with the SEC on account of WestRock Stock.

Q:

What will I receive if the Merger is consummated?

A:

Upon Completion, each share of WestRock Stock issued and outstanding immediately prior to the Merger Effective Time (but excluding shares of WestRock Stock owned by WestRock, any WestRock subsidiary, Smurfit Kappa, Merger Sub or any of their respective subsidiaries, and other than Dissenting Shares) will be cancelled and automatically converted into and become the right to receive (without interest and less applicable withholding taxes) (i) $5.00 in cash (the “Cash Consideration”) and (ii) one validly issued, fully paid and non-assessable Smurfit WestRock Share (the “Stock Consideration,” and together with the Cash Consideration, the “Merger Consideration”). Each holder of WestRock Stock converted pursuant to the Merger who would otherwise have been entitled to receive a fraction of a Smurfit WestRock Share will receive, in lieu thereof and upon surrender thereof, cash, without interest and less applicable withholding taxes, in an amount equal to such fractional part of a Smurfit WestRock Share multiplied by the VWAP of Smurfit Kappa Shares.

The Transaction Agreement does not contain any provision that would adjust the exchange ratio based on fluctuations in the trading prices of either the Smurfit Kappa Shares or shares of WestRock Stock or currency exchange rates prior to Completion. The value of the Merger Consideration to WestRock Stockholders will depend on the trading price of Smurfit Kappa Shares at the time the Combination is completed.

For a full description of the Merger Consideration, see the section of this proxy statement/prospectus entitled “The Transaction Agreement ― Merger Consideration.”

Q:

What proportion of Smurfit WestRock Shares will the former WestRock Stockholders own immediately following the Combination?

A:

As a result of the Combination, each of Smurfit Kappa and WestRock will become wholly-owned subsidiaries of Smurfit WestRock and the former Smurfit Kappa Shareholders and WestRock Stockholders will become holders of Smurfit WestRock Shares. This will result in Smurfit Kappa Shareholders owning approximately 50.4% of Smurfit WestRock and WestRock Stockholders owning approximately 49.6% of Smurfit WestRock, based on the number of shares outstanding of both Smurfit Kappa and WestRock as of September 12, 2023 (i.e., the date of the Transaction Agreement and the date of the announcement of the Combination). The exact equity stake of current WestRock Stockholders and current Smurfit Kappa Shareholders in Smurfit WestRock immediately following the Combination will depend on the number of Smurfit Kappa Shares and shares of WestRock Stock issued and outstanding immediately prior to the Combination.

Q:

Who will serve on the Smurfit WestRock Board and management?

A:

After Completion, the Smurfit WestRock Board will consist of 14 directors. The members of the Smurfit WestRock Board are expected to be:

•

eight current Smurfit Kappa directors (each of whom have been selected by Smurfit Kappa and will be Irial Finan, Anthony Smurfit, Ken Bowles, Carol Fairweather, Mary Lynn Ferguson-McHugh, Kaisa Hietala, Lourdes Melgar and Jørgen Buhl Rasmussen); and

•

six current WestRock directors (each of whom have been selected by WestRock and will be Colleen F. Arnold, Timothy J. Bernlohr, Terrell K. Crews, Suzan F. Harrison, Dmitri L. Stockton and Alan D. Wilson).

Effective as of Completion, the current Chair of the Smurfit Kappa Board, Irial Finan, will serve as Chair of the Smurfit WestRock Board.

Effective as of Completion, Smurfit Kappa’s current Group Chief Executive Officer, Anthony Smurfit, will serve as President and Group Chief Executive Officer of Smurfit WestRock, and Smurfit Kappa’s current Group Chief Financial Officer, Ken Bowles, will serve as Executive Vice President and Group Chief Financial Officer of Smurfit WestRock. For more information regarding the governance of Smurfit WestRock following Completion, see the section of the proxy statement/prospectus entitled “Management and Corporate Governance of Smurfit WestRock Following the Combination.”

Q:

Who is entitled to vote at the WestRock Special Meeting?

A:

Only WestRock Stockholders of record as of the close of business on May 1, 2024 are entitled to notice of the WestRock Special Meeting and to vote at the WestRock Special Meeting. If your shares of WestRock Stock are held in “street name” and you do not instruct your broker, bank, trust or other nominee how to vote your shares, then, because the Proposals are “non-routine matters,” your broker, bank, trust or other nominee would not have discretionary authority to vote your shares on the Proposals. Instructions on how to vote shares held in “street name” are described under the question “How may I vote?” below.

Q:

How may I vote?

A:

For WestRock Stockholders of record: If you are eligible to vote at the WestRock Special Meeting and are a stockholder of record, you may cast your shares in any of four ways:

•

by voting over the Internet using the website indicated on the enclosed proxy card;

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•

by telephone using the toll-free number on the enclosed proxy card;

•

by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided; or

•

by attending the WestRock Special Meeting in a virtual format and voting by virtual ballot.

For holders in “street name”: If your shares of WestRock Stock are held in “street name” and you do not instruct your broker, bank, trust or other nominee how to vote your shares, then, because the Proposals are “non-routine matters,” your broker, bank, trust or other nominee would not have discretionary authority to vote your shares on the Proposals. If your shares of WestRock Stock are held in “street name”, your broker, bank, trust or other nominee has enclosed a voting instruction form with this proxy statement/prospectus. We encourage you to authorize your broker, bank, trust or other nominee to vote your shares “FOR” each of the Proposals by following the instructions provided on the voting instruction form.

If you submit your proxy by internet, telephone or mail, and you do not subsequently revoke your proxy, your shares of WestRock Stock will be voted in accordance with your instructions.

Even if you plan to attend the WestRock Special Meeting and vote by ballot, you are encouraged to vote your shares of WestRock Stock by proxy. You may still vote your shares of WestRock Stock by ballot at the WestRock Special Meeting even if you have previously voted by proxy. If you attend the WestRock Special Meeting in a virtual format and vote by virtual ballot, your previous vote by proxy will not be counted.

Q:

How many votes do I have?

A:

Each holder of shares of WestRock Stock is entitled to cast one vote on each matter properly brought before the WestRock Special Meeting for each share of WestRock Stock that such holder owned as of the Record Date.

Q:

May I attend the WestRock Special Meeting and vote in person?

WestRock will hold the WestRock Special Meeting in a virtual meeting format only on the virtual meeting website. You will not be able to attend the WestRock Special Meeting physically in person. Once admitted to the WestRock Special Meeting, WestRock Stockholders may vote their shares by following the instructions available on the meeting website. To vote during the WestRock Special Meeting, you must do so by logging into www.virtualshareholdermeeting.com/WRK2024SM using the 16-digit control number included in your proxy materials.

We recommend that you submit your proxy via the Internet or by telephone by following the instructions on the enclosed proxy card, or by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided — even if you plan to attend the WestRock Special Meeting in a virtual format. We encourage all stockholders to vote electronically. If you properly and timely submit your proxy, the individuals named as your proxy holders will vote your shares as you have directed. If you attend the WestRock Special Meeting in a virtual format and vote by virtual ballot, your vote by virtual ballot will revoke any proxy previously submitted.

Q:

What matters will be voted on at the WestRock Special Meeting?

A:

You are being asked to consider and vote on the following proposals:

•

to approve the Transaction Proposal;

•

to approve the Combination-Related Compensation Proposal; and

•

to approve the WestRock Distributable Reserves Proposal.

Q:

What do I need to do now?

A:

WestRock encourages you to read this proxy statement/prospectus, including all documents incorporated by reference into this proxy statement/prospectus, and its annexes carefully and in their entirety. Then as promptly as possible, follow the instructions on the enclosed proxy card to submit your proxy

3

electronically over the Internet or by telephone, so that your shares can be voted at the WestRock Special Meeting. We encourage all stockholders to vote electronically. Alternatively, if you do not have access to a touch-tone phone or the Internet, you may sign, date and return the enclosed proxy card in the postage-paid envelope provided. If your shares of WestRock Stock are held in “street name”, your broker, bank, trust or other nominee has enclosed a voting instruction form with this proxy statement/​prospectus. Please do not send your stock certificate(s) with your proxy card. See “How may I vote?” in this section of this proxy statement/prospectus for more information.

Q:

How does the WestRock Board recommend that I vote?

A:

On September 11, 2023, the WestRock Board, after considering various factors, including the unanimous recommendation of the Transaction Committee and the other factors described in the section of the proxy statement/prospectus entitled “The Combination — Recommendation of the Transaction Committee and the WestRock Board and Reasons for the Combination,” unanimously (i) determined that the Transaction Agreement and the Transactions are advisable and fair to, and in the best interests of, WestRock and its stockholders; (ii) approved the execution of the Transaction Agreement and the consummation of the Transactions; (iii) recommended that the WestRock Stockholders approve and adopt the Transaction Agreement and the Transactions, including the Merger and (iv) directed that the adoption of the Transaction Agreement and the WestRock Distributable Reserves Proposal be submitted to WestRock Stockholders for consideration at the WestRock Special Meeting.

The WestRock Board recommends that you vote “FOR” the Transaction Proposal, “FOR” the Combination-Related Compensation Proposal and “FOR” the WestRock Distributable Reserves Proposal.

Q:

Should I send in my stock certificate(s) now?

A:

No. If you are a record holder, after the Merger is consummated, under the terms of the Transaction Agreement, you will receive a letter of transmittal instructing you to send your stock certificate(s) to the paying agent in order to receive the Merger Consideration for each share of WestRock Stock represented by such stock certificate(s). You should use the letter of transmittal to exchange your stock certificates for the Merger Consideration to which you are entitled upon Completion. If you hold your shares in “street name,” please contact your broker, bank, trust or other nominee for instructions as to how to effect the surrender of your shares of WestRock Stock in exchange for the Merger Consideration in accordance with the terms of the Transaction Agreement. Please do not send in your stock certificates now.

Q:

If I am a WestRock Stockholder but do not know where my stock certificates are, how will I get the Merger Consideration for my shares of WestRock Stock?

A:

If the Merger is consummated, the transmittal materials you will receive after Completion will include the procedures that you must follow if you cannot locate your stock certificate(s). This will include an affidavit that you will need to sign attesting to the loss of your stock certificates. You may also be required to post a bond as indemnity against any potential loss.

Q:

What happens if the Merger is not consummated?

A:

If the Transaction Agreement is not adopted by WestRock Stockholders or if the Combination is not consummated for any other reason, WestRock Stockholders will not receive any consideration for their shares of WestRock Stock. Instead, WestRock will remain an independent public company, WestRock Stock will continue to be listed and traded on NYSE and registered under the Exchange Act and WestRock will continue to file periodic reports with the SEC on account of WestRock Stock.

Under certain specified circumstances, WestRock may be required to pay Smurfit WestRock the WestRock Amounts following the termination of the Transaction Agreement, as described in the section of the proxy statement/prospectus entitled “The Transaction Agreement — Termination Amounts.”

4

Q:

Do any of WestRock’s directors or officers have interests in the Combination that may be in addition to or differ from those of WestRock Stockholders generally?

A:

Yes. In considering the recommendation of the WestRock Board with respect to the Transaction Proposal, you should be aware that WestRock’s directors and executive officers may have interests in the Combination different from, or in addition to, the interests of WestRock Stockholders generally. The WestRock Board was aware of and considered these interests, to the extent such interests existed at the time, among other matters, in evaluating and negotiating the Transaction Agreement and the Combination, in approving the Transaction Agreement and the Combination and the other transactions contemplated by the Transaction Agreement, and in recommending that the Transaction Agreement be adopted by WestRock Stockholders. For a description of the interests of WestRock’s directors and executive officers in the Combination, see the section of the proxy statement/prospectus entitled “The Combination — Interests of WestRock’s Directors and Executive Officers in the Combination.”

Q:

Why am I being asked to consider and vote on the Combination-Related Compensation Proposal?

A:

Under SEC rules, we are required to seek a non-binding, advisory vote with respect to the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the Combination, commonly referred to as “golden parachute” compensation.

Q:

Why am I being asked to approve the WestRock Distributable Reserves Proposal?

A:

Under Irish law, dividends may only be paid (and share repurchases and redemptions must generally be funded) out of “distributable reserves,” which Smurfit WestRock will not have immediately following Completion. See the section of the proxy statement/prospectus entitled “The Transaction Agreement — Smurfit WestRock Distributable Reserves Creation and Certain Shareholder Resolutions.” This is so because the pre-Combination reserves of WestRock and Smurfit Kappa will instead be reflected in the share premium (and/or a merger like reserve) of Smurfit WestRock resulting from the issuance of Smurfit WestRock Shares as part of the Smurfit Kappa Share Exchange and the Merger. WestRock Stockholders and Smurfit Kappa Shareholders are respectively also being asked at the WestRock Special Meeting and the EGM to approve, by a non-binding, advisory vote, the creation of distributable reserves of Smurfit WestRock (through the reduction of the share premium account of Smurfit WestRock or the amounts credited to Smurfit WestRock’s share premium account upon the capitalization of any merger reserve or like reserve), in order to permit Smurfit WestRock to be able to pay dividends (and repurchase or redeem shares) after the Combination, if and when its shareholders and/or the Smurfit WestRock Board make a decision to do so.

The approval of the WestRock Distributable Reserves Proposal is not a condition to the consummation of the Merger or the Combination. Accordingly, if the WestRock Stockholders approve the Transaction Proposal, and the Smurfit Kappa Shareholders approve the Scheme, but either WestRock Stockholders do not approve the WestRock Distributable Reserves Proposal or Smurfit Kappa Shareholders do not approve the Smurfit Kappa Distributable Reserves Proposal, and the Combination is consummated, Smurfit WestRock may not have sufficient distributable reserves to pay dividends (or to repurchase or redeem shares) following the Combination. In addition, the creation of distributable reserves of Smurfit WestRock requires the approval of the shareholders of Smurfit WestRock and the confirmation of the Irish High Court. Although Smurfit WestRock is not aware of any reason why the Irish High Court would not confirm the creation of distributable reserves, the issuance of the required order is a matter for the discretion of the Irish High Court. See the sections of the proxy statement/prospectus entitled “Risk Factors” and “The Transaction Agreement — Smurfit WestRock Distributable Reserves Creation and Certain Shareholder Resolutions.”

Q:

What vote is required to approve the proposals submitted to a vote at the WestRock Special Meeting?

A:

The affirmative vote of a majority of the outstanding shares of WestRock Stock entitled to vote thereon is required to approve the Transaction Proposal. This means that the Transaction Proposal will be approved if the number of shares voted “FOR” such proposal is greater than fifty percent (50%) of the total number of outstanding shares of WestRock Stock entitled to vote at the WestRock Special Meeting. The affirmative vote of a majority of the shares of WestRock Stock present in person or

5

represented by proxy and entitled to vote at the WestRock Special Meeting, provided a quorum is present, is required to approve, by means of a non-binding, advisory vote, the Combination-Related Compensation Proposal. The affirmative vote of the shares of WestRock Stock present in person or represented by proxy and entitled to vote at the WestRock Special Meeting, provided a quorum is present, is required to approve, by means of a non-binding, advisory vote, the WestRock Distributable Reserves Proposal. Abstentions will have the same effect as votes “AGAINST” the Transaction Proposal, the Combination-Related Compensation Proposal, and the WestRock Distributable Reserves Proposal. Because the proposals presented to WestRock Stockholders will be considered non-discretionary, we do not anticipate any broker non-votes at the WestRock Special Meeting. Broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the WestRock Special Meeting, and otherwise will have no effect on a particular proposal.

As of April 22, 2024, the last date before the date of this proxy statement/prospectus for which it was practicable to obtain this information, there were 258,148,063 shares of WestRock Stock outstanding. Each holder of WestRock Stock is entitled to one vote per share of WestRock Stock owned by such holder as of the Record Date.

Q:

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:

If your shares of WestRock Stock are registered directly in your name with our transfer agent, Computershare, you are considered, with respect to those shares, to be the “stockholder of record.” In this case, this proxy statement/prospectus and your proxy card have been sent directly to you by WestRock. As the stockholder of record you have the right to vote by proxy, which involves granting your voting rights directly to WestRock or to a third party, or to vote by ballot at the WestRock Special Meeting.

If your shares are held through a broker, bank, trust or other nominee, you are considered the beneficial owner of those shares. In that case, this proxy statement/prospectus has been forwarded to you by your broker, bank, trust or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank, trust or other nominee how to vote your shares. Without your voting instructions, because of the non-routine nature of the Proposals, your broker, bank, trust or other nominee may not vote your shares with respect to the Proposals. However, if you hold your shares in “street name” and give voting instructions to your broker, bank, trust or other nominee with respect to one of the Proposals, but give no instruction as to the other Proposals, then those shares will be deemed present at the WestRock Special Meeting for purposes of establishing a quorum at the WestRock Special Meeting, will be voted as instructed with respect to the Proposal as to which instructions were given, and will not be voted with respect to any other Proposal.

Q:

What is a proxy?

A:

A proxy is your legal designation of another person, referred to as a “proxy,” to vote your shares of WestRock Stock. The written document describing the matters to be considered and voted on at the WestRock Special Meeting is called a “proxy statement/prospectus.” The document used to designate a proxy to vote your shares of WestRock Stock is called a “proxy card.” The WestRock Board has designated Alan D. Wilson, David B. Sewell and Denise R. Singleton, and each of them, with full power of substitution, as proxies for the WestRock Special Meeting.

Q:

Can I change or revoke my proxy?

A:

You may change or revoke your previously submitted proxy at any time before the WestRock Special Meeting or, if you attend the WestRock Special Meeting, by voting by ballot at the WestRock Special Meeting.

If you hold your shares as a record holder, you may change or revoke your proxy in any one of the following ways:

•

by re-voting at a subsequent time by Internet or by telephone following the instructions on the enclosed proxy card;

6

•

by signing a new proxy card with a date later than your previously delivered proxy and submitting it following the instructions on the enclosed proxy card;

•

by delivering a signed revocation letter to WestRock’s Corporate Secretary, at WestRock’s mailing address on the first page of this proxy statement/prospectus before the WestRock Special Meeting, which states that you have revoked your proxy; or

•

by attending the WestRock Special Meeting in a virtual format and voting by virtual ballot. Attending the WestRock Special Meeting virtually will not in and of itself revoke a previously submitted proxy. You must specifically vote by virtual ballot at the virtual WestRock Special Meeting in order for your previous proxy to be revoked.

Your latest dated proxy card, Internet or telephone vote is the one that is counted.

If your shares are held in “street name” by a broker, bank, trust or other nominee, you may change your voting instructions by following the instructions of your broker, bank, trust or other nominee.

Q:

If a WestRock Stockholder gives a proxy, how will the shares be voted?

A:

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card, or your proxies, will vote your shares in the way that you indicate. When completing the Internet or telephone process or the proxy card, you may specify whether your shares should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the WestRock Special Meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted “FOR” the Transaction Proposal, “FOR” the Combination-Related Compensation Proposal and “FOR” the WestRock Distributable Reserves Proposal. However, if you hold your shares in “street name” and give voting instructions to your broker, bank, trust or other nominee with respect to one of the Proposals, but give no instruction as to the other Proposals, then those shares will be voted as instructed with respect to the Proposal as to which instructions were given and will not be voted with respect to any other Proposal.

Q:

I understand that a quorum is required in order to conduct business at the WestRock Special Meeting. What constitutes a quorum?

A:

The presence of a majority of the outstanding shares of WestRock Stock entitled to vote at the WestRock Special Meeting constitutes a quorum. As of the close of business on April 22, 2024, the last date before the date of this proxy statement/prospectus for which it was practicable to obtain this information, there were 258,148,063 shares of WestRock Stock outstanding and entitled to be voted at the WestRock Special Meeting. If you submit a properly executed proxy by Internet, telephone or mail, you will be considered a part of the quorum. In addition, abstentions will be counted for purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum; however, if you hold your shares in “street name” and give voting instructions to your broker, bank, trust or other nominee with respect to one of the Proposals, then those shares will be deemed present at the WestRock Special Meeting for purposes of establishing a quorum at the WestRock Special Meeting. If a quorum is not present, the holders of a majority in voting power of the WestRock Stock, present or represented by proxy, and entitled to vote at the WestRock Special Meeting, or any officer entitled to preside at or act as secretary of the WestRock Special Meeting, may adjourn the WestRock Special Meeting pursuant to WestRock’s bylaws.

Q:

How can I obtain a proxy card?

A:

If you lose, misplace or otherwise need to obtain a proxy card, please follow the applicable procedure below.

For WestRock Stockholders of record: Please call Innisfree M&A Incorporated (“Innisfree”) at (877) 750-8312 (TOLL-FREE from the United States and Canada) or +1 (412) 232-3651 (from other locations).

7

For holders in “street name”: Please contact your account representative at your broker, bank or other similar institution.

Q:

What happens if I sell or otherwise transfer my shares of WestRock Stock after the close of business on the Record Date but before the WestRock Special Meeting?

A:

The Record Date is earlier than both the date of the WestRock Special Meeting and the date the Combination is expected to occur. If you sell or transfer your shares of WestRock Stock after the close of business on the Record Date but before the WestRock Special Meeting, unless special arrangements (such as the provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your shares of WestRock Stock and each of you notifies WestRock in writing of such special arrangements, you will transfer the right to receive the Merger Consideration, if the Merger is consummated, to the person to whom you sell or transfer your shares of WestRock Stock, but you will retain your right to vote these shares at the WestRock Special Meeting. Even if you sell or otherwise transfer your shares of WestRock Stock after the close of business on the Record Date, you are encouraged to complete, date, sign and return the enclosed proxy card or vote via the Internet or telephone.

Q:

What should I do if I receive more than one set of voting materials?

A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement/​prospectus and multiple proxy cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please vote via the Internet or telephone (or complete, date, sign and return) with respect to each proxy card and voting instruction card that you receive.

Q:

What happens if I sell or otherwise transfer my shares of WestRock Stock after the WestRock Special Meeting but before the Merger Effective Time?

A:

If you sell or transfer your shares of WestRock Stock after the WestRock Special Meeting but before the Merger Effective Time, you will have transferred the right to receive the Merger Consideration to the person to whom you sell or transfer your shares of WestRock Stock. In order to receive the Merger Consideration, you must hold your shares of WestRock Stock through the Merger Effective Time.

Q:

Who will count the votes?

A:

The inspector of elections appointed for the WestRock Special Meeting, American Election Services, LLC, will tabulate votes cast by proxy or by ballot at the WestRock Special Meeting. The inspector of elections will also determine whether a quorum is present.

Q:

Who will solicit votes for and bear the cost and expenses of this proxy solicitation?

A:

The cost of this proxy solicitation will be borne by WestRock. Our directors, officers and employees may solicit proxies in person, by mail, telephone, facsimile and email, or by other electronic means. We will pay these directors, officers and employees no additional compensation for these services. We will reimburse banks, brokers and other nominees for their reasonable, out-of-pocket expenses incurred in forwarding this proxy statement/prospectus and related materials to, and obtaining instructions relating to such materials from, beneficial owners of WestRock Stock. WestRock has retained Innisfree as its proxy solicitor. Innisfree will solicit proxies in person, by mail, telephone, facsimile and email, or by other electronic means. Under our agreement with Innisfree, unless otherwise agreed by the parties, Innisfree will receive an estimated fee not to exceed $35,000 plus reimbursement of its reasonable, out-of-pocket expenses for its services and plus fees for calls (if any) to WestRock Stockholders. In addition, Innisfree and certain related persons will be indemnified against certain liabilities arising out of or in connection with the engagement.

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Q:

Where can I find the voting results of the WestRock Special Meeting?

A:

WestRock has retained American Election Services, LLC to serve as independent inspector of elections in connection with the WestRock Special Meeting. WestRock intends to notify WestRock Stockholders of the results of the WestRock Special Meeting by filing with the SEC a Current Report on Form 8-K.

Q:

Will I be subject to U.S. federal income tax upon the exchange of my shares of WestRock Stock for Smurfit WestRock Shares and cash pursuant to the Merger?

A:

The receipt of Smurfit WestRock Shares and cash in exchange for WestRock Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. Holder of WestRock Stock that receives Smurfit WestRock Shares and cash pursuant to the Merger will generally recognize taxable gain or loss equal to the difference between (i) the sum of the fair market value of the Smurfit WestRock Shares and any cash received as consideration in the Merger and (ii) its adjusted tax basis in the WestRock Stock surrendered in the exchange.

In certain circumstances, Section 304 of the Code may cause a holder of WestRock Stock that also owns, actually or constructively, Smurfit Kappa Shares (and will actually or constructively own Smurfit WestRock Shares issued in exchange for such Smurfit Kappa Shares pursuant to the Smurfit Kappa Share Exchange) to be treated as receiving a dividend up to the fair market value of the Smurfit WestRock Shares and cash received in the Merger, regardless of its gain or loss in the Merger.

See the section of the proxy statement/prospectus entitled “Material U.S. Federal Income and Irish Tax Considerations — Material U.S. Federal Income Tax Considerations — Tax Consequences of the Merger” for a more detailed description of the material U.S. federal income tax consequences of the Merger.

Q:

What will the holders of outstanding WestRock Equity Awards receive in the Merger?

A:

At the Merger Effective Time, each WestRock Option that is outstanding, unexercised and held by a current employee or independent contractor of WestRock or its subsidiaries as of immediately prior to the Merger Effective Time, whether or not then vested or exercisable, will be assumed by Smurfit WestRock and converted into an option to acquire (i) the number of whole Smurfit WestRock Shares (rounded down to the nearest whole number of shares) equal to the product obtained by multiplying (x) the number of shares of WestRock Stock subject to such WestRock Option by (y) the Equity Award Exchange Ratio, (ii) at an exercise price per Smurfit WestRock Share equal to the quotient obtained by dividing (x) the exercise price per share of WestRock Stock of such WestRock Option by (y) the Equity Award Exchange Ratio. Except as otherwise described herein, each WestRock Option will continue to have, and will be subject to, the same terms and conditions that applied to the corresponding WestRock Option immediately prior to the Merger Effective Time.

At the Merger Effective Time, each WestRock Option that is outstanding, unexercised and held by an individual who is not a current employee or independent contractor of WestRock or its subsidiaries as of immediately prior to the Merger Effective Time will be cancelled in consideration for the right to receive, within 10 Business Days following the Merger Effective Time, the Merger Consideration, without interest and less applicable withholding taxes, in respect of each Net WestRock Option Share subject to such WestRock Option immediately prior to the Merger Effective Time.

At the Merger Effective Time, each outstanding WestRock RSU Award other than a WestRock Director RSU Award will be assumed by Smurfit WestRock and converted into a Smurfit WestRock RSU Award and a Smurfit WestRock Cash Award. Except as otherwise described herein, each Smurfit WestRock RSU Award and Smurfit WestRock Cash Award will continue to have, and will be subject to, the same terms and conditions (including vesting schedules) that applied to the corresponding WestRock RSU Award immediately prior to the Merger Effective Time (except that no Smurfit WestRock RSU Award or Smurfit WestRock Cash Award will be subject to any performance-based vesting conditions).

At the Merger Effective Time, each outstanding WestRock Director RSU Award will be fully vested immediately prior to the Merger Effective Time, and all rights in respect thereof will be cancelled and

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automatically converted into a number of shares of WestRock Stock equal to the number of shares of WestRock Stock underlying such WestRock Director RSU Award, except that delivery of the Merger Consideration with respect to such shares of WestRock Stock will be delayed to the extent necessary to comply with any applicable deferred compensation tax requirements.

In the case of a performance-based WestRock RSU Award, the number of shares of WestRock Stock subject to such WestRock RSU Award as of immediately prior to the Merger Effective Time will be determined by deeming the applicable performance goals for any performance period that has not been completed as of the Merger Effective Time to be achieved at the greater of the target level and the average of the actual level of performance of similar awards over the last three years prior to the Completion Date, except that the performance goals for any performance-based WestRock RSU Award granted after the date of the Transaction Agreement will be deemed achieved at the target level of performance.

Q:

When do you expect the Combination to be consummated?

A:

WestRock and Smurfit Kappa are working toward consummating the Combination as quickly as possible. Assuming the timely receipt of required regulatory approvals and satisfaction or waiver (in accordance with the terms of the Transaction Agreement) of other closing conditions, including approval by WestRock Stockholders of the Transaction Proposal, we anticipate that the Combination will occur in early July 2024.

Q:

What are the conditions that must be satisfied in order to consummate the Combination and can WestRock or Smurfit Kappa waive the closing conditions?

A:

There are a number of conditions to the consummation of the Combination. For a summary of the conditions that must be satisfied or waived prior to the consummation of the Combination, see the section of this proxy statement/prospectus entitled “The Transaction Agreement — Conditions that Must Be Satisfied or Waived for the Combination to Occur.” Certain of the conditions may be waived by Smurfit Kappa, WestRock, or both parties as applicable, but such waiver is in the party’s sole discretion and no party is required to waive any closing conditions. If the parties were to waive any closing condition, such as the condition that (i) (A) the Smurfit WestRock Shares shall have been approved for listing on the NYSE, subject to official notice of issuance and (B) the FCA shall have acknowledged to Smurfit WestRock or its sponsor (and such acknowledgment shall not have been withdrawn) that the application for admission of the Smurfit WestRock Shares to the Standard Listing has been approved and will become effective, and the LSE shall have acknowledged to Smurfit WestRock or its sponsor (and such acknowledgement shall not have been withdrawn) that such shares will be admitted to trading on the LSE’s main market for listed securities, subject only to the issue of such Smurfit WestRock Shares upon Completion, (ii) the representations and warranties of Smurfit Kappa, Smurfit WestRock, Merger Sub and WestRock being true and correct subject to the applicable standards set forth in the Transaction Agreement, (iii) each of Smurfit Kappa, Smurfit WestRock, Merger Sub and WestRock have performed or complied, in all material respects, with their covenants and agreements required to be performed or complied with by it under the Transaction Agreement at or prior to the Sanction Date, as applicable or (iv) since the date of the Transaction Agreement, there shall not have occurred or existed any Effect that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect in respect of either Smurfit Kappa or WestRock, as applicable, such waiver may have an adverse effect on Smurfit Kappa, the Smurfit Kappa Shareholders, WestRock and the WestRock Stockholders. For further description of the potential risks if such conditions were waived, see the section of this proxy statement/prospectus entitled “Risk Factors Relating to the Combination.”

Q:

Are there any other risks to me from the Combination that I should consider?

A:

Yes. There are risks associated with all business combinations, including the Combination. See the sections of the proxy statement/prospectus entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.”

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Q:

Am I entitled to appraisal rights under the DGCL in connection with the Merger?

A:

Yes. In order to exercise your appraisal rights, you must follow the requirements set forth in Section 262 of the DGCL. Under Section 262 of the DGCL, if the Merger is consummated, stockholders and beneficial owners of WestRock Stock who do not vote in favor of the Transaction Proposal and who otherwise comply with, and do not validly withdraw or otherwise lose their appraisal rights under the applicable provisions of Delaware law, will be entitled to receive, in cash, the “fair value” of their shares, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be fair value as determined by the Court of Chancery. The appraisal amount could be more than, the same as or less than the amount a WestRock Stockholder would be entitled to receive under the terms of the Transaction Agreement. Persons who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The DGCL requirements for exercising appraisal rights are described in the section of the proxy statement/prospectus entitled “Appraisal Rights,” and Section 262 of the DGCL, which is the relevant section of the DGCL regarding appraisal rights, may be accessed without subscription or cost at the Delaware Code Online (available at https://delcode.delaware.gov/title8/c001/sc09/index.html#262).

Q:

What if during the check-in time or during the WestRock Special Meeting I have technical difficulties or trouble accessing the virtual meeting website?

A:

If WestRock experiences technical difficulties during the WestRock Special Meeting (e.g., a temporary or prolonged power outage), it will determine whether the WestRock Special Meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the WestRock Special Meeting will need to be reconvened on a later day (if the technical difficulty is more prolonged). In any such situation, WestRock will promptly notify stockholders of the decision via the virtual meeting website.

Technical support will be ready to assist you with any individual technical difficulties you may have accessing the virtual meeting website. Contact information for technical support will appear on the virtual meeting login page prior to the start of the WestRock Special Meeting.

Q:

How can I obtain more information about WestRock?

A:

You can find more information about WestRock from various sources described in the section of the proxy statement/prospectus entitled “Where You Can Find More Information.”

Q:

Who can help answer my questions?

A:

If you have any questions concerning the Combination, the WestRock Special Meeting or this proxy statement/prospectus, would like additional copies of this proxy statement/prospectus or need help voting your shares of WestRock Stock, please contact WestRock’s proxy solicitor:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022

WestRock Stockholders May Call: (877) 750-8312 (TOLL-FREE from the U.S. and Canada)
or +1 (412) 232-3651 (from other locations)
Banks and Brokers May Call Collect: (212) 750-5833

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The registration statement on Form S-4, of which this proxy statement/prospectus forms a part, and the documents to which Smurfit WestRock, Smurfit Kappa and WestRock refer you to in the registration statement of which this proxy statement/prospectus forms a part, including those incorporated by reference herein, as well as oral statements made or to be made by Smurfit WestRock, Smurfit Kappa and WestRock, include certain “forward-looking statements” within the meaning of the federal securities laws, and subject to, in the case of WestRock, the safe harbor created pursuant to Section 21E of the Exchange Act, regarding the Combination and the listing of Smurfit WestRock, the rationale and expected benefits of the Combination (including, but not limited to, cost synergies), and any other statements regarding Smurfit Kappa’s and WestRock’s future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows, or future events or performance. Statements included in or incorporated by reference into this registration statement, of which this proxy statement/prospectus forms a part, that are not historical facts, including statements about the beliefs and expectations of the management of each of Smurfit Kappa, WestRock and Smurfit WestRock, are forward-looking statements. Words such as “may,” “will,” “could,” “should,” “would,” “anticipate,” “intend,” “estimate,” “project,” “plan,” “believe,” “expect,” “target,” “prospects,” “potential,” “commit,” “forecasts,” “aims,” “considered,” “likely,” “estimate” and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. While Smurfit WestRock, Smurfit Kappa and WestRock believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the control of Smurfit WestRock, Smurfit Kappa and WestRock. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend upon future circumstances that may or may not occur. Actual results may differ materially from the current expectations of Smurfit WestRock, Smurfit Kappa and WestRock depending upon a number of factors affecting their businesses and risks associated with the successful execution of the Combination and the integration and performance of their businesses following the Combination. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include:

•

developments related to pricing cycles and volumes;

•

economic, competitive and market conditions generally, including macroeconomic uncertainty, customer inventory rebalancing, the impact of inflation and increases in energy, raw materials, shipping, labor and capital equipment costs;

•

reduced supply of raw materials, energy and transportation, including from supply chain disruptions and labor shortages;

•

intense competition;

•

risks related to international sales and operations;

•

failure to respond to changing customer preferences and to protect intellectual property;

•

results and impacts of acquisitions by Smurfit WestRock, Smurfit Kappa or WestRock;

•

the amount and timing of Smurfit WestRock’s, Smurfit Kappa’s and WestRock’s capital expenditures;

•

evolving legal, regulatory and tax regimes;

•

changes in economic, financial, political and regulatory conditions, in Ireland, the United Kingdom, the United States and elsewhere, and other factors that contribute to uncertainty and volatility, natural and man-made disasters, civil unrest, pandemics (such as the COVID-19 pandemic), geopolitical uncertainty, and conditions that may result from legislative, regulatory, trade and policy changes associated with the current or subsequent Irish, U.S. or U.K. administrations;

•

the ability of Smurfit WestRock, Smurfit Kappa or WestRock to successfully recover from a disaster or other business continuity problem due to a hurricane, flood, earthquake, terrorist attack, war, pandemic, security breach, cyber-attack, power loss, telecommunications failure or other natural or man-made event, including the ability to function remotely during long-term disruptions such as the COVID-19 pandemic;

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•

the impact of public health crises, such as pandemics (including the COVID-19 pandemic) and epidemics and any related company or governmental policies and actions to protect the health and safety of individuals or governmental policies or actions to maintain the functioning of national or global economies and markets;

•

the potential impairment of assets and goodwill;

•

the scope, costs, timing and impact of any restructuring of operations and corporate and tax structure;

•

actions by third parties, including government agencies;

•

a condition to the closing of the Combination may not be satisfied;

•

the occurrence of any event that can give rise to termination of the Combination;

•

a regulatory approval that may be required for the Combination is delayed, is not obtained in a timely manner or at all or is obtained subject to conditions that are not anticipated;

•

Smurfit WestRock may be unable to achieve the synergies and value creation contemplated by the Combination;

•

Smurfit WestRock’s availability of sufficient cash to distribute to its shareholders in line with current expectations;

•

Smurfit WestRock may be unable to promptly and effectively integrate Smurfit Kappa’s and WestRock’s businesses;

•

failure to successfully implement strategic transformation initiatives;

•

each of Smurfit Kappa’s and WestRock’s respective management’s time and attention is diverted on issues related to the Combination;

•

disruption from the Combination makes it more difficult to maintain business, contractual and operational relationships;

•

significant levels of indebtedness;

•

credit ratings may decline following the Combination;

•

legal proceedings may be instituted against Smurfit Kappa, WestRock or Smurfit WestRock;

•

Smurfit WestRock, Smurfit Kappa or WestRock may be unable to retain or hire key personnel;

•

the consummation of the Combination may have a negative effect on the market price of the capital stock or on operating results;

•

the risk that disruptions from the Combination will harm Smurfit Kappa’s or WestRock’s business, including current plans and operations;

•

certain restrictions during the pendency of the Combination that may impact Smurfit Kappa’s or WestRock’s ability to pursue certain business opportunities or strategic transactions; and

•

Smurfit WestRock’s ability to meet expectations regarding the accounting and tax treatments of the Combination, including the risk that the U.S. Internal Revenue Service (the “IRS”) may assert that Smurfit WestRock should be treated as a U.S. corporation or be subject to certain unfavorable U.S. federal income tax rules under Section 7874 of the Code as a result of the Combination.

Consequently, all of the forward-looking statements Smurfit WestRock, WestRock and Smurfit Kappa make in this document are qualified by the information contained in or incorporated by reference into this proxy statement/prospectus, including, but not limited to, (i) the information under this heading, (ii) the information discussed in the section of this proxy statement/prospectus entitled “Risk Factors” and (iii) the risks and uncertainties discussed in the “Risk Factors” and “Forward-Looking Statements” sections in WestRock’s Annual Report on Form 10-K for the year ended September 30, 2023 and in subsequent filings with the SEC. See the section of the proxy statement/prospectus entitled “Where You Can Find More Information.”

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None of Smurfit WestRock, WestRock or Smurfit Kappa is under any obligation, and each expressly disclaims, any obligation, to update, alter or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise, except to the extent required by law. Forward-looking statements, including projections herein, could also change as a result of consummation of the proposed Combination. Persons reading this proxy statement/prospectus are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

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SUMMARY

The following summary highlights selected information in this proxy statement/prospectus and may not contain all the information that may be important to you as a WestRock Stockholder. Accordingly, we encourage you to read carefully this entire proxy statement/prospectus, its annexes and the documents referred to herein. Each item in this summary includes a page reference directing you to a more complete description of that topic. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions under the section of this proxy statement/prospectus entitled “Where You Can Find More Information.”

Parties to the Combination

In the Combination, WestRock and Smurfit Kappa will each become wholly owned subsidiaries of Smurfit WestRock, and WestRock Stockholders and Smurfit Kappa Shareholders will each become Smurfit WestRock Shareholders. WestRock, Smurfit Kappa, Merger Sub and Smurfit WestRock are referred to herein as the “parties” and each as a “party.”

WestRock Company

1000 Abernathy Road
Atlanta, Georgia 30328
United States
(770) 448-2193

WestRock Company, a Delaware corporation, is a multinational provider of sustainable fiber-based paper and packaging solutions. WestRock partners with its customers to provide differentiated, sustainable paper and packaging solutions that help its customers win in the marketplace. WestRock employees support customers around the world from operating and business locations in North America, South America, Europe, Asia and Australia.

WestRock Stock is currently listed on the NYSE under the symbol “WRK.”

Smurfit Kappa Group plc

Beech Hill, Clonskeagh
Dublin 4, D04 N2R2
Ireland
+353 1 202 7000

Smurfit Kappa Group plc, a public limited company incorporated in Ireland and currently FTSE 100 company, is one of the leading providers of paper-based packaging solutions in the world, with approximately 47,000 employees in over 350 production sites across 36 countries and with net sales of approximately $12.1 billion in 2023. Smurfit Kappa is located in 22 countries in Europe, 13 in the Americas and one in Africa. It is a large-scale pan-regional player in Latin America. Smurfit Kappa’s products, the vast majority of which are 100% renewable and produced sustainably, can improve the environmental footprint of its customers. With its proactive team, Smurfit Kappa relentlessly uses its extensive experience and expertise, supported by its scale, to open up opportunities for its customers. It collaborates with forward-thinking customers by sharing superior product knowledge, market understanding and insights in packaging trends to ensure business success in their markets. Smurfit Kappa has an unrivalled portfolio of paper-based packaging solutions in the markets in which it operates, which is constantly updated with its market-leading innovations. This is enhanced through the benefits of its integration, with optimal paper design, logistics, timeliness of service, and its packaging plants sourcing most of their raw materials from its own paper mills. Smurfit Kappa has a proud tradition of supporting social, environmental and community initiatives in the countries where it operates. Through these projects, Smurfit Kappa supports the UN Sustainable Development Goals, focusing on where it believes it has the greatest impact.

Smurfit Kappa Shares are currently listed on the LSE under the symbol “SKG,” and on the Euronext Dublin Market under the symbol “SK3.”

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Smurfit WestRock Limited

Beech Hill, Clonskeagh
Dublin 4, D04 N2R2
Ireland
+353 1 202 7000

Smurfit WestRock Limited was incorporated and registered in Ireland on July 6, 2017 under the Irish Companies Act as a private company limited by shares with registered number 607515, under the name “Cepheidway Limited.” We refer to Smurfit WestRock Limited as “Smurfit WestRock.” On December 11, 2023, Smurfit WestRock changed its name to “Smurfit WestRock Limited.” It is anticipated that, prior to Completion, Smurfit WestRock will re-register as an Irish public limited company pursuant to Part 20 of the Irish Companies Act and be renamed “Smurfit WestRock plc.” Upon Completion, Smurfit Kappa and WestRock will each become wholly owned subsidiaries of Smurfit WestRock and Smurfit WestRock will continue as the new holding company of the combined group of Smurfit Kappa and WestRock (the “Combined Group”). Following the Combination, former Smurfit Kappa Shareholders and WestRock Stockholders will be holders of Smurfit WestRock Shares. Smurfit WestRock will have had no historical operations nor traded or carried out any business of its own since its incorporation until just prior to consummation of the Combination.

Smurfit WestRock has not carried on any activities or operations to date, except for those activities incidental to its formation or undertaken in connection with the Combination. There is currently no established public trading market for Smurfit WestRock Shares, but Smurfit WestRock Shares are expected to trade on the NYSE under the symbol “SW” and the LSE under the symbol “SWR” upon consummation of the Combination.

Sun Merger Sub, LLC

c/o Smurfit WestRock
Beech Hill, Clonskeagh
Dublin 4, D04 N2R2
Ireland
+353 1 202 7000

Sun Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Smurfit WestRock, was formed on September 8, 2023, solely for the purpose of facilitating the Combination. We refer to Sun Merger Sub, LLC as “Merger Sub.” Merger Sub has not carried on any activities or operations to date, except for those activities incidental to its formation or undertaken in connection with the Combination. In connection with the Combination, Merger Sub will merge with and into WestRock, with WestRock surviving the merger as a wholly owned subsidiary of Smurfit WestRock.

The Combination and the Transaction Agreement

The Transaction Agreement provides, among other things, and subject to the satisfaction or waiver of the conditions set forth therein, that (i) pursuant to the Scheme, each issued ordinary share of Smurfit Kappa will be exchanged for one Smurfit WestRock Share, as a result of which Smurfit Kappa will become a wholly owned subsidiary of Smurfit WestRock, and (ii) following the implementation of the Scheme, Merger Sub will merge with and into WestRock, with WestRock surviving the Merger as a wholly owned subsidiary of Smurfit WestRock. As a result of the Merger, each share of WestRock Stock, other than shares of WestRock Stock owned by WestRock, any WestRock subsidiary, Smurfit Kappa, Merger Sub or any of their respective subsidiaries, and other than the Dissenting Shares, will be converted into the right to receive the Merger Consideration less any applicable withholding taxes, and all shares of WestRock Stock owned by the WestRock Stockholders, any subsidiary of WestRock, Smurfit Kappa, Merger Sub or any of their respective subsidiaries will be cancelled and will cease to exist, and no consideration will be delivered in exchange therefor.

The terms and conditions of the Combination are contained in the Transaction Agreement, which is described in this proxy statement/prospectus and attached to this proxy statement/prospectus as Annex A.

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You are encouraged to read the Transaction Agreement carefully, as it is the legal document that governs the Combination. All descriptions in this summary and in this proxy statement/prospectus of the terms and conditions of the Combination are qualified in their entirety by reference to the Transaction Agreement, which is incorporated herein by reference.

Below is a step-by-step list illustrating the sequence of material events related to the Combination. Each of these events is discussed in more detail elsewhere in this proxy statement/prospectus. Smurfit Kappa and WestRock anticipate that the Smurfit Kappa Share Exchange pursuant to the Scheme and the Merger will occur in the following order:

Step 1:   Upon the Scheme becoming effective at the Scheme Effective Time, in respect of each Smurfit Kappa Share in issue at the Scheme Record Time but excluding any Designated Smurfit Kappa Shares, Smurfit WestRock shall deliver the Smurfit Kappa Scheme Consideration to the applicable Smurfit Kappa Shareholder or its nominees and each Smurfit Kappa Share, other than Designated Smurfit Kappa Shares, issued and outstanding immediately prior to the Scheme Effective Time, and all rights in respect thereof, shall be transferred to Smurfit WestRock in exchange for the right to receive the Smurfit Kappa Scheme Consideration. Subject to and with effect from delivery by Smurfit WestRock of the Smurfit Kappa Scheme Consideration pursuant to the relevant terms of the Transaction Agreement, Smurfit WestRock shall cause the Securities Depository Transfer to occur to transfer the relevant interests in the Euroclear Smurfit WestRock Shares in accordance with the then-adopted constitution of Smurfit WestRock, as follows: (x) the legal title to Smurfit WestRock Shares then held indirectly by record date holders of Smurfit Kappa CDIs in the CREST System shall be transferred from the EB Nominee to the DTC Nominee, such that the DTC Nominee will be the registered holder of such Smurfit WestRock Shares in the Smurfit WestRock Register of Members, together with all and any rights at that time or thereafter attached thereto, including voting rights and the right to receive dividends and other distributions declared, paid or made thereon and (y) legal title to the Smurfit WestRock Shares held indirectly through EB Participants, excluding Smurfit WestRock Shares to be issued in respect of Smurfit Kappa Shares held through CDIs, shall be automatically transferred from the EB Nominee to the Relevant EB Participants, such that each Relevant EB Participant will be the registered holder in the Smurfit WestRock Register of Members of such number of Smurfit WestRock Shares which corresponds to its respective interests in Smurfit WestRock Shares held through EB Participants, excluding Smurfit WestRock Shares to be issued in respect of Smurfit Kappa Shares held through CDIs, at the Scheme Record Time, together with any and all rights at the Scheme Effective Time or thereafter attached thereto, including voting rights and the rights to receive dividends and other distributions declared, paid or made thereon.

Step 2:   As promptly as reasonably practicable following the completion of Step 1, Merger Sub will merge with and into WestRock, with WestRock surviving the Merger as a wholly owned subsidiary of Smurfit WestRock, pursuant to which each share of WestRock Stock issued and outstanding immediately prior to the Merger Effective Time, other than the shares of WestRock Stock owned by WestRock, any WestRock subsidiary, Smurfit Kappa, Merger Sub or any of their respective subsidiaries, and other than Dissenting Shares, and all rights in respect thereof, will be cancelled and automatically converted into the right to receive the Merger Consideration less any applicable withholding taxes.

As a result of the Combination, each of Smurfit Kappa and WestRock will be wholly owned subsidiaries of Smurfit WestRock and the former Smurfit Kappa Shareholders and WestRock Stockholders will become holders of Smurfit WestRock Shares. This will result in Smurfit Kappa Shareholders owning approximately 50.4% of Smurfit WestRock and WestRock Stockholders owning approximately 49.6% of Smurfit WestRock, based on the number of shares outstanding of both Smurfit Kappa and WestRock as of September 12, 2023 (i.e., the date of the Transaction Agreement and the date of the announcement of the Combination).

Merger Consideration

At the Merger Effective Time, each share of WestRock Stock issued and outstanding immediately prior to the Merger Effective Time (but excluding the shares of WestRock Stock owned by WestRock, any WestRock subsidiary, Smurfit Kappa, Merger Sub or any of their respective subsidiaries, and excluding Dissenting Shares) will automatically be cancelled and converted into the right to receive (without interest and less applicable withholding taxes) (i) $5.00 per share of WestRock Stock in cash and (ii) one validly issued, fully paid and non-assessable Smurfit WestRock Share. From and after the Merger Effective Time, the

17

WestRock Stockholders will cease to have any rights with respect to the WestRock Stock, except the right to receive the Merger Consideration therefor and any dividends or other distributions declared by the WestRock Board for such shares of WestRock Stock having a record date prior to the Merger Effective Time and which remain unpaid as of the Merger Effective Time, together with any other amounts that such holder has the right to receive in respect of dividends or other distributions under the terms of the Transaction Agreement.

The Transaction Agreement does not contain any provision that would adjust the exchange ratio based on fluctuations in the trading prices of either the Smurfit Kappa Shares or the shares of WestRock Stock or currency exchange rates prior to Completion. The value of the Merger Consideration to WestRock Stockholders will depend on the trading price of Smurfit Kappa Shares at the time the Combination is completed.

For a full description of the consideration payable to WestRock Stockholders, see the section of this proxy statement/prospectus entitled “The Combination — Merger Consideration.”

Debt Financing

In connection with the Combination, Smurfit Kappa has engaged in or expects to engage in the following financing activities:

•

On September 12, 2023, in connection with entry into the Transaction Agreement, Smurfit Kappa entered into a Commitment Letter (the “Commitment Letter”) under which Citibank, N.A., London Branch and Citicorp North America Inc. arranged and underwrote a $1.5 billion senior unsecured bridge term loan for the purpose of financing (directly or indirectly) the Cash Consideration and/or fees, commissions, costs and expenses payable in relation to the Combination. On October 13, 2023, Smurfit Kappa entered into a $1.5 billion Bridge Facility Agreement (the “Bridge Facility Agreement”) with Citibank, N.A., London Branch and certain other financial institutions (collectively, the “Bridge Facility Lenders”). The commitments under the Commitment Letter and the Bridge Facility Agreement were canceled automatically upon entering into the Bridge Facility Agreement and the issuance of the Notes (as defined below), respectively.

•

On April 3, 2024, Smurfit Kappa Treasury Unlimited Company (a wholly owned subsidiary of Smurfit Kappa, “Smurfit Kappa Treasury”) completed an offering in the aggregate principal amount of $2.75 billion of senior unsecured notes in three series, comprised of the following: $750 million aggregate principal amount of 5.200% Senior Notes due 2030; $1.0 billion aggregate principal amount of 5.438% Senior Notes due 2034 and $1.0 billion aggregate principal amount of 5.777% Senior Notes due 2054 (the “Offering”). If Completion does not occur, the securities issued in the Offering (the “Notes” or the “Financing”) will be subject to a special mandatory redemption (“Special Mandatory Redemption”) subject to the terms included in the section entitled “Debt Financing — Smurfit Kappa Treasury Notes,” where the Notes are described further. Absent any Special Mandatory Redemption, Smurfit Kappa Treasury intends to (a) use the proceeds from the Offering to (i) finance the payment of the Cash Consideration, (ii) finance the payment of fees, commissions, costs and expenses in relation to the Combination and the Offering and (iii) for general corporate purposes, including the repayment of indebtedness and (b) use an amount equivalent to the proceeds of the Offering to finance or refinance a portfolio of eligible green projects in accordance with Smurfit Kappa’s Green Finance Framework (“Eligible Green Projects”), which Smurfit Kappa may, in the future, update in line with developments in the market.

Following Completion, Smurfit Kappa Treasury’s obligations under the Notes will be guaranteed by Smurfit WestRock and the other Post-Completion Additional Guarantors (as defined in the Indenture). As a result of such guarantee by Smurfit WestRock and the other Post-Completion Additional Guarantors, the holders of the Notes will be able to assert claims under such guarantee against Smurfit WestRock and the other Post-Completion Additional Guarantors, which, following the Combination, will have subsidiaries other than Smurfit Kappa and its subsidiaries. For more information on how Smurfit Kappa manages its liquidity and its capital resources, please see “Management’s Discussion and Analysis of the Financial Condition and Results of Operations of Smurfit Kappa — Liquidity and Capital Resources” and for a discussion on

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the potential risks associated with Smurfit Kappa’s debt, please see “Risk Factors — Risks Relating to Smurfit Kappa’s Business — Smurfit Kappa’s debt could adversely affect its financial health.”

Governance of Smurfit WestRock Following the Combination

Name of Company; Corporate Offices; Jurisdiction

Following the Combination, the name of the combined company will be “Smurfit WestRock plc.” Incorporated in Ireland, Smurfit WestRock will be domiciled in Ireland with its global headquarters in Dublin, Ireland and its North and South American operations headquartered in Atlanta, Georgia, United States.

Board of Directors

After Completion, the Smurfit WestRock Board will consist of 14 directors, eight of whom will be members of the existing Smurfit Kappa Board and selected by Smurfit Kappa (the “Smurfit Kappa Designees”), including the current Chair of the Smurfit Kappa Board, the current Group Chief Executive Officer of Smurfit Kappa, Anthony Smurfit, and the current Group Chief Financial Officer of Smurfit Kappa, Ken Bowles, and six of whom will be members of the existing WestRock Board and selected by WestRock (the “WestRock Designees”). The Smurfit Kappa Designees will be Irial Finan, Anthony Smurfit, Ken Bowles, Carol Fairweather, Mary Lynn Ferguson-McHugh, Kaisa Hietala, Lourdes Melgar and Jørgen Buhl Rasmussen. The WestRock Designees will be Colleen F. Arnold, Timothy J. Bernlohr, Terrell K. Crews, Suzan F. Harrison, Dmitri L. Stockton and Alan D. Wilson.

Effective as of Completion, the current Chair of the Smurfit Kappa Board, Irial Finan, will serve as Chair of the Smurfit WestRock Board.

For more information on the governance of Smurfit WestRock following Completion, see the section of the proxy statement/prospectus entitled “Management and Corporate Governance of Smurfit WestRock Following the Combination.”

Management

Smurfit Kappa’s current Chief Executive Officer, Anthony Smurfit, will serve as President and Group Chief Executive Officer of Smurfit WestRock, and Smurfit Kappa's current Group Chief Financial Officer, Ken Bowles, will serve as Executive Vice President and Group Chief Financial Officer of Smurfit WestRock after Completion. For more information regarding the governance of Smurfit WestRock following Completion, see the section of the proxy statement/prospectus entitled “Management and Corporate Governance of Smurfit WestRock Following the Combination.”

It is expected that Smurfit WestRock or a subsidiary thereof will enter into a service contract or an offer letter with each of the executive officers with respect to their Smurfit WestRock executive positions effective upon Completion. For more information regarding the material terms of each expected service contract or offer letter, see the section of the proxy statement/prospectus entitled “Executive Compensation — Individual Agreements.”

Governing Documents

As a result of the Combination, WestRock Stockholders and Smurfit Kappa Shareholders will each become holders of Smurfit WestRock Shares. The rights of shareholders will be governed by the laws of Ireland, including the Irish Companies Act, and the Smurfit WestRock Constitution. Smurfit WestRock’s current constitution will, as of immediately prior to the Scheme Effective Time be amended and restated in the form attached as Annex B to this proxy statement/prospectus.

For additional information on post-Completion governance, see the sections of the proxy statement/​prospectus entitled “The Combination — Governance of Smurfit WestRock Following the Combination” and “The Transaction Agreement — Governance of Smurfit WestRock.”

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Reporting and Disclosure

Effective as of the Merger Effective Time, Smurfit WestRock shall file such periodic reports under Section 13(a) of the Exchange Act that apply to domestic registrants and present its financial statements in U.S. GAAP. In addition, Smurfit WestRock has determined that, whether or not it qualifies upon Completion as a “foreign private issuer” for purposes of U.S. securities laws, it will upon Completion comply with the obligations under the Exchange Act that apply to domestic registrants.

Effect on WestRock if the Combination Is Not Consummated

If the Transaction Agreement is not adopted by the WestRock Stockholders, or if the Combination is not consummated for any other reason:

•

WestRock Stockholders will not be entitled to, nor will they receive, any payment for their respective shares of WestRock Stock pursuant to the Transaction Agreement;

•

WestRock will remain an independent public company, WestRock Stock will continue to be listed and traded on the NYSE and registered under the Exchange Act, and WestRock will continue to file periodic reports with the SEC on account of the WestRock Stock;

•

we anticipate that WestRock Stockholders will be subject to similar types of risks and uncertainties as those to which they are currently subject;

•

the price of WestRock Stock may decline significantly, and if that were to occur, it is uncertain when, if ever, the price of WestRock Stock would return to the price at which it trades as of the date of this proxy statement/prospectus;

•

the WestRock Board will continue to evaluate and review WestRock’s business operations, strategic direction and capitalization, among other things, and will make such changes as are deemed appropriate; and

•

under certain specified circumstances, WestRock may be required to pay Smurfit Kappa the WestRock Amounts of up to $147 million upon the termination of the Transaction Agreement. For more information, please see the section of the proxy statement/prospectus entitled “Summary — Termination Amounts.”

Recommendation of the WestRock Board; WestRock’s Reasons for the Combination

On September 11, 2023, the Transaction Committee, after considering various factors, including those described in the section of the proxy statement/prospectus entitled “The Combination — Recommendation of the Transaction Committee and the WestRock Board and Reasons for the Combination,” and after consultation with independent legal and financial advisors, unanimously determined that it is in the best interests of WestRock and the WestRock Stockholders, and declared it advisable, to enter into the Transaction Agreement and consummate the Merger and the other Transactions; recommended that the WestRock Board declare advisable, approve and adopt the Transaction Agreement and approve the execution and delivery of the Transaction Agreement by WestRock, the performance by WestRock of its covenants and other obligations under the Transaction Agreement, and the consummation of the Merger and the other Transactions; and recommended that, subject to approval of the Transaction Agreement by the WestRock Board, WestRock Stockholders vote in favor of the adoption of the Transaction Agreement and the approval of the Merger and the other Transactions, and in favor of the Distributable Reserves Resolution.

On September 11, 2023, the WestRock Board, after considering various factors, including the unanimous recommendation of the Transaction Committee and the other factors described in the section of the proxy statement/prospectus entitled “The Combination — Recommendation of the Transaction Committee and the WestRock Board and Reasons for the Combination,” and after consultation with independent legal and financial advisors, unanimously determined that it is in the best interests of WestRock and the WestRock Stockholders, and declared it advisable, to enter into the Transaction Agreement and consummate the Merger and the other Transactions; approved and adopted the Transaction Agreement and approved the execution and delivery of the Transaction Agreement by WestRock, the performance by WestRock of its covenants and other obligations under the Transaction Agreement, and the consummation of the Merger and the other

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Transactions; resolved that the Transaction Agreement be submitted to WestRock Stockholders for adoption; and recommended that WestRock Stockholders vote in favor of the adoption of the Transaction Agreement and the approval of the Merger and the other Transactions, and in favor of the Distributable Reserves Resolution.

The WestRock Board recommends that you vote (i) “FOR” the Transaction Proposal, (ii) “FOR” the Combination-Related Compensation Proposal and (iii) “FOR” the WestRock Distributable Reserves Proposal.

Opinions of WestRock’s Financial Advisors

Opinion of Lazard Freres & Co. LLC

The WestRock Board retained Lazard Frères & Co. LLC (“Lazard”) to act as financial advisor in connection with the Combination. In connection with this engagement, the WestRock Board requested that Lazard evaluate the fairness, from a financial point of view, to the holders of WestRock Stock (other than shares of WestRock Stock held by holders who are entitled to and properly demand an appraisal of their shares of WestRock Stock, by any subsidiary of WestRock, and by Smurfit Kappa, Merger Sub or any of their respective subsidiaries (“Excluded Holders”), of the Merger Consideration. On September 9, 2023, at a meeting of the WestRock Board held to evaluate the Combination, Lazard rendered to the WestRock Board its oral opinion, which was subsequently confirmed by delivery of a written opinion, dated September 9, 2023, to the effect that, as of such date, and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Lazard in connection with its opinion, the Merger Consideration to be paid to the WestRock Stockholders (other than Excluded Holders) in the Combination was fair, from a financial point of view, to such holders.

The full text of Lazard’s written opinion, dated September 9, 2023, which describes the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by Lazard in connection with its opinion, is attached as Annex C to this proxy statement/​prospectus and is incorporated herein by reference in its entirety. For a summary of Lazard’s opinion and the methodology that Lazard used to render its opinion, see the section of the proxy statement/prospectus entitled “The Combination — Opinion of WestRock’s Financial Advisors.” The summary of the written opinion of Lazard, dated September 9, 2023, set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of Lazard’s written opinion attached as AnnexC. You are encouraged to read Lazard’s opinion and the summary contained in this proxy statement/prospectus carefully and in their entirety.

Lazard’s engagement and its opinion were for the benefit of the WestRock Board (in its capacity as such) and Lazard’s opinion was rendered to the WestRock Board in connection with its evaluation of the Combination and addressed only the fairness, as of the date of the opinion, from a financial point of view, to the WestRock Stockholders (other than Excluded Holders) of the Merger Consideration to be paid to such holders in the Combination. Lazard’s opinion did not address the relative merits of the Combination as compared to any other transaction or business strategy in which WestRock might engage or the merits of the underlying decision by WestRock to engage in the Combination. Lazard’s opinion is not intended to, and does not, constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to the Combination or any matter relating thereto.

Opinion of Evercore Group L.L.C.

The WestRock Board retained Evercore Group L.L.C. (“Evercore”) to act as financial advisor in connection with the Combination. As part of this engagement, the WestRock Board requested that Evercore evaluate the fairness, from a financial point of view, to holders of WestRock Stock, other than Excluded Holders, of the Merger Consideration to be paid to such holders in the Combination. At a meeting of the WestRock Board held on September 9, 2023, Evercore rendered to the WestRock Board its oral opinion, subsequently confirmed by delivery of a written opinion dated September 9, 2023, that as of the date of such opinion and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s written opinion, the Merger Consideration to be received by WestRock Stockholders, other than Excluded Holders, in the Combination was fair, from a financial point of view, to such holders.

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The full text of the written opinion of Evercore, dated September 9, 2023, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex D and is incorporated herein by reference into this proxy statement/prospectus in its entirety. You are urged to read Evercore’s opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the WestRock Board (solely in its capacity as such) in connection with its evaluation of the Combination. The opinion does not constitute a recommendation to the WestRock Board or to any other persons in respect of the Combination, including as to how any WestRock Stockholder should vote or act in respect of the Combination. Evercore’s opinion does not address the relative merits of the Combination as compared to other business or financial strategies that might be available to WestRock, nor does it address the underlying business decision of WestRock to engage in the Combination.

For further information, see the section of the proxy statement/prospectus entitled “The Combination — Opinions of WestRock’s Financial Advisors” and the full text of the written opinion of Evercore attached as Annex D to this proxy statement.

Information About the WestRock Special Meeting

Date, Time and Place

The WestRock Special Meeting will be held on June 13, 2024 at 9 a.m., Eastern Time, online at www.virtualshareholdermeeting.com/WRK2024SM.

Record Date; Shares Entitled to Vote

You are entitled to vote at the WestRock Special Meeting if you owned shares of WestRock Stock at the Record Date. You will have one vote at the WestRock Special Meeting for each share of WestRock Stock you owned at the close of business on the Record Date.

Purpose

At the WestRock Special Meeting, we will ask WestRock Stockholders of record as of the Record Date to vote on (i) the Transaction Proposal, (ii) to approve, by non-binding, advisory vote, the Combination-Related Compensation Proposal and (iii) to approve, by non-binding, advisory vote, WestRock Distributable Reserves Proposal.

Quorum

As of April 22, 2024, the last date before the date of this proxy statement/prospectus for which it was practicable to obtain this information, there were 258,148,063 shares of WestRock Stock outstanding. The presence of a majority in voting power of the outstanding shares of WestRock Stock entitled to vote at the WestRock Special Meeting constitutes a quorum. Shares of WestRock Stock are counted as present if:

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such shares are present in person at the virtual WestRock Special Meeting; or

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a proxy card has been properly submitted by mail, by telephone or over the Internet with respect to such shares.

If you submit your proxy card, regardless of whether you abstain from voting on one or more of the Proposals, your shares of WestRock Stock will be counted as present at the WestRock Special Meeting for the purpose of determining a quorum. If your shares are held in “street name,” your shares of WestRock Stock are counted as present for purposes of determining a quorum if your broker, bank, trust or other nominee submits a proxy covering your shares. If you hold your shares in “street name” and do not give any instruction to your broker, bank, trust or other nominee as to how your shares should be voted at the WestRock Special Meeting, those shares will not be entitled to vote on any Proposal and will not be counted for purposes of determining a quorum.

Required Vote

The affirmative vote of a majority of the outstanding shares of WestRock Stock entitled to vote thereon is required to approve the Transaction Proposal. This means that the Transaction Proposal will be

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approved if the number of shares voted “FOR” such proposal is greater than fifty percent (50%) of the total number of outstanding shares of WestRock Stock entitled to vote at the WestRock Special Meeting. The affirmative vote of the holders of a majority of the shares of WestRock Stock present in person or represented by proxy and entitled to vote at the WestRock Special Meeting, provided a quorum is present, is required to approve, by means of a non-binding, advisory vote, the Combination-Related Compensation Proposal. The affirmative vote of the holders of a majority of the shares of WestRock Stock present in person or represented by proxy and entitled to vote at the WestRock Special Meeting, provided a quorum is present, is required to approve, by means of a non-binding, advisory vote, the WestRock Distributable Reserves Proposal. Abstentions will have the same effect as votes “AGAINST” the Transaction Proposal, the Combination-Related Compensation Proposal, and the WestRock Distributable Reserves Proposal. Because the proposals presented to WestRock Stockholders will be considered non-discretionary, we do not anticipate any broker non-votes at the WestRock Special Meeting. Broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the WestRock Special Meeting, and otherwise will have no effect on a particular proposal.

Share Ownership of WestRock’s Directors and Executive Officers

As of April 22, 2024, the last date before the date of this proxy statement/prospectus for which it was practicable to obtain this information, WestRock’s directors and executive officers were entitled to vote, in the aggregate, 1,319,443 shares of WestRock Stock, representing approximately 0.5% of the outstanding shares of WestRock Stock. We expect that WestRock’s directors and executive officers will be entitled to vote a similar figure at the close of business on the Record Date. WestRock currently expects its directors and executive officers to vote their shares of WestRock Stock “FOR” the Transaction Proposal, “FOR” the Combination-Related Compensation Proposal and “FOR” the WestRock Distributable Reserves Proposal.

How You Can Vote

You may cast your shares in any of four ways:

1.

by voting over the Internet using the website indicated on the enclosed proxy card;

2.

by telephone using the toll-free number on the enclosed proxy card;

3.

by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided; or

4.

by attending the WestRock Special Meeting in a virtual format and voting by virtual ballot. To vote during the WestRock Special Meeting, you must do so by logging into www.virtualshareholdermeeting.com/WRK2024SM using the 16-digit control number included in your proxy materials.

If your shares of WestRock Stock are registered directly in your name, you are considered the stockholder of record with respect to those shares.

If your shares of WestRock Stock are held in a stock brokerage account or by a bank or other nominee, then the broker, bank, trust or other nominee is considered to be the stockholder of record with respect to those shares. However, you are still considered to be the beneficial owner of those shares, and your shares are said to be held in “street name.” “Street name” holders generally cannot submit a proxy or vote their shares directly and must instead instruct the broker, bank, trust or other nominee how to vote their shares using the methods described above. Because the proposals are “non-routine matters,” your broker, bank, trust or other nominee does not have discretionary authority to vote your shares on the Proposals. If your shares of WestRock Stock are held in “street name”, your broker, bank, trust or other nominee has enclosed a voting instruction form with this proxy statement/prospectus. If you hold your shares in “street name” and give voting instructions to your broker, bank, trust or other nominee with respect to one of the Proposals, but give no instruction as to the other Proposals, then those shares will be deemed present at the WestRock Special Meeting for purposes of establishing a quorum at the WestRock Special Meeting, will be voted as instructed with respect to the Proposal as to which instructions were given, and will not be voted with respect to any other Proposal. We encourage you to authorize your broker, bank, trust or other nominee to vote your shares “FOR” each of the Proposals by following the instructions provided on the enclosed

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voting instruction form to provide your instructions over the Internet, by telephone or by signing, dating and returning the voting instruction form in the postage-paid envelope provided.

YOUR VOTE IS VERY IMPORTANT. We encourage all stockholders to vote electronically. Please submit your proxy via the Internet or by telephone by following the instructions on the enclosed proxy card. If you do not have access to a touch-tone phone or the Internet, you may alternatively vote by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided — even if you plan to attend the WestRock Special Meeting. If you properly and timely submit your proxy, the individuals named as your proxy holders will vote your shares as you have directed.

All shares entitled to vote and represented by properly submitted proxies (including those submitted via the Internet, by telephone and by mail) received before the polls are closed at the WestRock Special Meeting, and not revoked or superseded, will be voted at the WestRock Special Meeting in accordance with the instructions indicated on those proxies. If no direction is indicated on a proxy card, such shares will be voted by this proxy holders named on the enclosed proxy card according to the recommendation of the WestRock Board “FOR” each of the Proposals.

Interests of WestRock’s Directors and Executive Officers in the Combination

When considering the recommendation of the WestRock Board that you vote to approve the Transaction Proposal, you should be aware that WestRock’s directors and executive officers may have interests in the Combination that are different from, or in addition to, your interests as a WestRock Stockholder. The WestRock Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in evaluating and negotiating the Transaction Agreement, in approving the Transaction Agreement, the Merger and the Combination and in recommending that the Transaction Agreement be adopted by WestRock Stockholders. These interests include the following:

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the acceleration and cancellation of certain equity-based awards held by members of the WestRock Board as of immediately prior to the Merger Effective Time and conversion into the right to receive the Merger Consideration;

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the continuation of certain equity-based awards held by WestRock’s executive officers as of immediately prior to the Merger Effective Time, with the performance goals for certain performance-based awards deemed to be achieved at the greater of the target level and the average of the actual level of performance of similar awards over the last three years prior to the Completion Date, except that the performance goals for any performance-based award granted after the date of the Transaction Agreement will be deemed achieved at the target level of performance;

•

the entitlement of each of WestRock’s executive officers to receive payments and benefits, including accelerated vesting of certain cash incentive and equity-based awards, under the executive officer’s applicable Change in Control Severance Agreement (or, if applicable, under the WestRock Company Executive Severance Plan (together with the Change in Control Severance Agreements, the “WestRock Severance Arrangements”)) in the event of a qualifying termination of employment (as described in the applicable WestRock Severance Arrangement); and

•

the continued indemnification and directors’ and officers’ liability insurance to be provided by Smurfit WestRock.

See the section of the proxy statement/prospectus entitled “The Combination — Interests of WestRock’s Directors and Executive Officers in the Combination” for a more detailed description of these interests.

If the Transaction Proposal is approved by WestRock Stockholders, the shares of WestRock Stock held by WestRock’s directors and executive officers will be treated in the same manner as outstanding shares of WestRock Stock held by all other WestRock Stockholders entitled to receive the Merger Consideration.

In addition, it is expected that Smurfit WestRock or a subsidiary thereof will enter into an offer letter with each of Messrs. Patrick Kivits, Thomas Stigers and Samuel Shoemaker with respect to their Smurfit WestRock executive positions effective upon Completion. For more information regarding the material terms

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of each expected offer letter, see the section of the proxy statement/prospectus entitled “The Combination — Interests of WestRock’s Directors and Executive Officers in the Combination — Arrangements with Smurfit WestRock.”

Treatment of Smurfit Kappa Equity Awards

The Transaction Agreement provides that each of Smurfit Kappa and Smurfit WestRock shall take all actions as may be necessary or appropriate so that, at the Scheme Effective Time, (i) each Smurfit Kappa Equity Award shall automatically be converted into an equity award covering that number of Smurfit WestRock Shares equal to the number of Smurfit Kappa Shares subject to such Smurfit Kappa Equity Award as of immediately prior to the Scheme Effective Time and (ii) the performance goals applicable to the Smurfit Kappa Equity Awards shall be deemed achieved at one hundred percent (100%). All terms and conditions applicable to each such Smurfit Kappa Equity Award immediately prior to the Scheme Effective Time shall, except as provided in the immediately preceding sentence, remain in effect immediately after the Scheme Effective Time. Smurfit WestRock shall remain subject to the obligations of Smurfit Kappa with respect to any such Smurfit Kappa Equity Awards immediately after the Scheme Effective Time.

Treatment of WestRock Equity Awards

A summary of the effect under the Transaction Agreement of the Combination on the outstanding WestRock Options and WestRock RSU Awards under the WestRock Equity Plans is as follows:

WestRock Options

As of the Merger Effective Time, each WestRock Option that is outstanding, unexercised and held by a current employee or independent contractor of WestRock or its subsidiaries as of immediately prior to the Merger Effective Time, whether or not then vested or exercisable, shall be assumed by Smurfit WestRock and shall be converted at the Merger Effective Time into an option to purchase from Smurfit WestRock a number of Smurfit WestRock Shares (calculated by reference to the Equity Award Exchange Ratio). All other terms and conditions of such options, including the term to expiry and conditions to and manner of exercising, will be the same as those that apply to the corresponding WestRock Option immediately prior to the Merger Effective Time.

As of the Merger Effective Time, each WestRock Option that is outstanding, unexercised and held by an individual who is not a current employee or independent contractor of WestRock or its subsidiaries as of immediately prior to the Merger Effective Time shall be cancelled in consideration for the right to receive, within 10 Business Days following the Merger Effective Time, the Merger Consideration, without interest and less applicable withholding taxes, in respect of each Net WestRock Option Share subject to such WestRock Option immediately prior to the Merger Effective Time.

WestRock RSU Awards

As of the Merger Effective Time, each WestRock RSU Award other than a WestRock Director RSU Award shall be assumed by Smurfit WestRock and shall be converted into (a) a Smurfit WestRock RSU Award calculated by way of a multiplication of the number of shares of WestRock Stock subject to such WestRock RSU Award as of immediately prior to the Merger Effective Time by the Stock Consideration; and (b) a Smurfit WestRock Cash Award calculated by way of a multiplication of the number of shares of WestRock Stock subject to a WestRock RSU Award as of immediately prior to the Merger Effective Time by the Cash Consideration. Except as otherwise provided in the Transaction Agreement, each such Smurfit WestRock RSU Award and Smurfit WestRock Cash Award shall continue to have, and shall be subject to, the same terms and conditions (including vesting schedules) as applied to the corresponding WestRock RSU Award immediately prior to the Merger Effective Time (except that no Smurfit WestRock RSU Award or Smurfit WestRock Cash Award will be subject to any performance-based vesting conditions). In the case of a performance-based WestRock RSU Award, the number of shares of WestRock Stock subject to such WestRock RSU Award as of immediately prior to the Merger Effective Time will be determined by deeming the applicable performance goals for any performance period that has not been completed as of the Merger Effective Time to be achieved at the greater of the target level and the average of the actual level of performance of similar awards over the last three years prior to the Completion Date, except that the

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performance goals for any performance-based WestRock RSU Award granted after the date of the Transaction Agreement will be deemed achieved at the target level of performance.

Each WestRock Director RSU Award shall be fully vested as of immediately prior to the Merger Effective Time, and all rights in respect thereof shall be cancelled and automatically converted into a number of shares of WestRock Stock equal to the number of shares of WestRock Stock underlying such WestRock Director RSU Award, which shares of WestRock Stock shall be treated in the same manner as other outstanding shares of WestRock Stock under the terms of the Transaction Agreement.

WestRock Employee Stock Purchase Plan

Pursuant to the Transaction Agreement, the WestRock ESPP was suspended following the November 2023 purchase period. All shares of WestRock Stock purchased under the WestRock ESPP shall be treated in accordance with the terms and conditions of the Transaction Agreement.

Consents and Regulatory Approvals

The Combination is conditional on, amongst other things, receiving merger control clearances or non-objections in the United States, the United Kingdom, the European Union, Mexico, Brazil, Colombia, Costa Rica, Serbia and South Africa. In addition to merger control clearances and non-objections, the Combination is conditional on approval from the EU Commission under Regulation (EU) 2022/2560 of the European Parliament and of the Council of December 14, 2022 on foreign subsidies distorting the internal market.

The required merger control and regulatory clearances and non-objections in respect of the United States, the United Kingdom, Brazil, Colombia, Costa Rica, the European Union (including approval under the EU foreign subsidies regulation), Serbia and South Africa have been obtained as at the date of this proxy statement/prospectus.

Smurfit Kappa and WestRock have also made merger control filings in a limited number of additional jurisdictions, but Completion is not conditioned on clearance from those jurisdictions having been obtained.

Irish High Court and Smurfit Kappa Shareholder Approval

Under the Irish Companies Act, the Scheme must be approved by way of a special majority of Smurfit Kappa Shareholders and subsequently approved by the Irish High Court to become effective. At an initial directions hearing, Smurfit Kappa will seek an order from the Irish High Court to convene the Scheme Meeting to vote on the Scheme Resolution. The Scheme Resolution must be passed by the holders of three-fourths (75%) or more in value of the Smurfit Kappa Shares at the Scheme Voting Record Time, present and voting in person or by proxy, at the Scheme Meeting (or at any adjournment of such meeting). If the Scheme Resolution is passed at the Scheme Meeting and certain other conditions to the Scheme are satisfied or waived, including the EGM Resolutions being duly passed by the requisite majorities of Smurfit Kappa Shareholders at the Extraordinary General Meeting, Smurfit Kappa will then seek approval of the Irish High Court for the Scheme at the Irish Court Hearing. It is expected that the initial directions hearing will take place on May 13, 2024 and the Scheme Meeting and the Extraordinary General Meeting will be convened for June 13, 2024. These dates are indicative and subject to change. Smurfit Kappa will announce any changes to these dates by announcement through a regulatory information service (i.e., any of the services authorized by the FCA from time to time for the purpose of disseminating regulatory announcements).

For a more detailed discussion of the antitrust and other regulatory filings and clearances in the U.S. and in jurisdictions other than the U.S., see the section of this proxy statement/prospectus entitled “The Combination — Consents and Regulatory Approvals.”

Appraisal Rights

If the Merger is consummated and certain conditions are met, stockholders and beneficial owners of WestRock Stock who continuously hold their shares through the effective date of the Merger, who do not vote in favor of the Transaction Proposal and who otherwise comply with, and do not validly withdraw their demands or otherwise lose their rights under the applicable provisions of Delaware law will be entitled to

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seek appraisal of their shares in connection with the Merger under Section 262 of the DGCL. This means that WestRock Stockholders and beneficial owners may be entitled to have their shares of WestRock Stock appraised by the Delaware Court of Chancery of the State of Delaware (the “Court of Chancery”), and to receive payment in cash of the “fair value” of their shares of common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid on the amount determined to be the fair value as determined by the Court of Chancery, as described further below. Due to the complexity of the appraisal process, persons who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

WestRock Stockholders and beneficial owners considering seeking appraisal should be aware that the “fair value” of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration that they would receive pursuant to the Transaction Agreement if they did not seek appraisal of their shares of WestRock Stock.

To exercise appraisal rights, WestRock Stockholders or beneficial owners of WestRock Stock must: (1) deliver a written demand for appraisal to WestRock before the vote is taken on the Transaction Proposal; (2) not submit a proxy or otherwise vote in favor of the Transaction Proposal; (3) continue to hold or beneficially own, as applicable, their shares of WestRock Stock through the effective date of the Merger; and (4) comply with all other procedures for exercising appraisal rights under the DGCL. Failure to follow the procedures specified under the DGCL may result in the loss of appraisal rights. In addition, the Court of Chancery will dismiss appraisal proceedings as to all persons who otherwise would be entitled to appraisal rights unless certain stock ownership conditions are satisfied by the stockholders and beneficial owners who properly and timely demand appraisal in accordance with Section 262 of the DGCL. The DGCL requirements for exercising appraisal rights are described in further detail in the section of the proxy statement/​prospectus entitled “Appraisal Rights,” which is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. Section 262 of the DGCL may be accessed without subscription or cost at the Delaware Code Online (available at https://delcode.delaware.gov/title8/c001/sc09/​index.html#262). If you hold your shares of WestRock Stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you may make a written demand for appraisal in your own name, but you must satisfy the conditions set forth above and your written demand must also reasonably identify the holder of record of the shares for which demand is made, be accompanied by documentary evidence of your beneficial ownership of stock (such as a brokerage or securities account statement containing such information or a letter from a broker or other record holder of such shares confirming such information) and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which you consent to receive notices given by the surviving corporation under Section 262 of the DGCL and to be set forth on the verified listed required by Section 262(f) of the DGCL.

For a more detailed discussion of Appraisal Rights, see the section of the proxy statement/prospectus entitled “The Combination — Appraisal Rights of WestRock Stockholders.”

Listing of Smurfit WestRock Shares and Delisting of Smurfit Kappa Shares

Following Completion, Smurfit WestRock will become a publicly traded company and the Smurfit WestRock Shares are expected to be (i) approved for listing on the NYSE and (ii) admitted to the standard listing segment of the Official List of the FCA and to trading on the LSE’s main market for listed securities. In addition, it is expected that Smurfit Kappa Shares will be delisted from the premium listing segment of the Official List of the FCA and the Smurfit Kappa Shares will cease trading on the main market for listed securities of the LSE, and that Smurfit Kappa will delist the Smurfit Kappa Shares from the Official List of Euronext Dublin and the Smurfit Kappa Shares will cease trading on the Euronext Dublin Market.

Subject to the Draft New UK Listing Rules being implemented by the FCA in their current form and taking effect at the relevant time following Completion, Smurfit WestRock expects to be transferred to the new Equity Shares (International Commercial Companies Secondary Listing) category thereunder, with rules substantially similar to the rules currently applicable to companies listed on the standard listing segment of the Official List of the FCA under the FCA’s existing Listing Rules. As at the date of this proxy statement/​prospectus, however, the scope and application of the proposed Draft New UK Listing Rules are not yet final and could therefore be subject to change.

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Delisting and Deregistration of the WestRock Stock

Smurfit Kappa, WestRock, Smurfit WestRock and Merger Sub have agreed to cooperate in taking all actions necessary to delist the WestRock Stock from the NYSE and terminate its registration under the Exchange Act following the Merger Effective Time, after which WestRock will cease filing its own periodic and other reports with the SEC and WestRock Stock will cease to be publicly traded.

Settlement of Smurfit WestRock Shares Issued Pursuant to the Smurfit Kappa Share Exchange

The Smurfit WestRock Shares issued pursuant to the Smurfit Kappa Share Exchange to Smurfit Kappa Shareholders (other than Smurfit Kappa Shares (i) held indirectly by EB Participants through the EB Nominee or (ii) issued to former certificated holders in Smurfit Kappa, in each case immediately following Completion) will be credited to the DTC Nominee, and then to the accounts of DTC’s participants, who will in turn credit the securities custody accounts of the custodian banks maintained therein. In order to implement the listing of Smurfit WestRock Shares on NYSE and the LSE, the Smurfit WestRock Board will facilitate the transfer of legal title to the shares held by EB, through the EB Nominee, immediately following Completion based on certain powers afforded to the board pursuant to an authority conferred in the Smurfit WestRock Constitution. See the section of the proxy statement/prospectus entitled “The Combination — Settlement of Smurfit WestRock Shares Issued Pursuant to the Smurfit Kappa Share Exchange” for additional detail.

Conditions That Must Be Satisfied or Waived for the Combination to Occur

Conditions That Must Be Satisfied for the Scheme to Occur

As more fully described in this proxy statement/prospectus and as set forth in the Transaction Agreement, the effectiveness of the Scheme will be conditional upon:

•

the approval of the Scheme by three-fourths (75%) or more in value of the Smurfit Kappa Shares at the Voting Record Time (as defined in the Scheme), held by such holders, present and voting either in person or by proxy, at the Scheme Meeting (or at any adjournment of such meeting) held no later than the End Date;

•

the EGM Resolutions being duly passed by the requisite majorities of Smurfit Kappa Shareholders at the Extraordinary General Meeting (or at any adjournment of such meeting) held no later than the End Date;

•

the Sanction Date occurring on or before the End Date; and

•

a copy of the Court Order having been delivered for registration to the Registrar of Companies within 21 days of the Sanction Date.

Conditions That Must Be Satisfied or Waived for the Combination to Occur

Mutual Conditions

As more fully described in this proxy statement/prospectus and as set forth in the Transaction Agreement, each of the Smurfit Kappa Share Exchange and the Merger will be conditional upon (i) the Scheme becoming effective and unconditional by not later than the End Date (or such later date as Smurfit Kappa and WestRock may agree and (if required) the Irish High Court may allow) and (ii) the following matters having been satisfied or, in the sole discretion of both parties, waived:

•

each of the Smurfit Kappa Shareholder Approval and the WestRock Stockholder Approval shall have been obtained;

•

the U.S. Registration Statement shall have become effective in accordance with the Securities Act and a no stop order suspending the effectiveness of the U.S. Registration Statement shall have been issued by the SEC and remain in effect and no proceeding to that effect shall be pending or threatened by the SEC;

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•

(A) all required approvals under the HSR Act and the other required jurisdictions in connection with the consummation of the Combination shall have been obtained and remain in full force and effect and all applicable waiting periods shall have expired, lapsed or been terminated (as appropriate) and (B) no legal proceeding by any governmental entity under any relevant Antitrust Laws shall be threatened in writing against any of the parties that is reasonably likely to temporarily or permanently enjoin, restrain or prevent the consummation of Combination;

•

(A) the Smurfit WestRock Shares shall have been approved for listing on the NYSE, subject to official notice of issuance and (B) the FCA shall have acknowledged to Smurfit WestRock or its sponsor (and such acknowledgment shall not have been withdrawn) that the application for admission of the Smurfit WestRock Shares to the Standard Listing has been approved and will become effective, and the LSE shall have acknowledged to Smurfit WestRock or its sponsor (and such acknowledgement shall not have been withdrawn) that such shares will be admitted to trading on the LSE’s main market for listed securities, subject only to the issue of such Smurfit WestRock Shares upon Completion; and

•

(A) no statute, rule or regulation shall have been enacted or promulgated by any governmental entity of competent jurisdiction which prohibits or makes illegal the consummation of the Combination and (B) there shall not be in effect any order or injunction of a court of competent jurisdiction preventing the consummation of the Combination.

Conditions to Obligations of Smurfit Kappa, Smurfit WestRock and Merger Sub

As more fully described in this proxy statement/prospectus and as set forth in the Transaction Agreement, the obligations of each of Smurfit Kappa, Smurfit WestRock, and Merger Sub to effect the Smurfit Kappa Share Exchange and the Merger are also subject to the satisfaction or waiver (in writing) by Smurfit Kappa in its sole discretion of the following conditions on or before the Sanction Date:

•

the representations and warranties of WestRock being true and correct subject to the applicable standards set forth in the Transaction Agreement, together with the receipt by Smurfit Kappa of a certificate executed by a duly authorized executive officer of WestRock to the foregoing effect;

•

WestRock having performed or complied, in all material respects, with the covenants and agreements required to be performed or complied with by it under the Transaction Agreement at or prior to the Sanction Date, together with the receipt by Smurfit Kappa of a certificate executed by a duly authorized executive officer of WestRock to the foregoing effect; and

•

since the date of the Transaction Agreement, there shall not have occurred or existed any Effect that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect in respect of WestRock, and Smurfit Kappa shall have received a certificate signed on behalf of WestRock by a duly authorized executive officer to the foregoing effect.

Conditions to Obligations of WestRock

As more fully described in this proxy statement/prospectus and as set forth in the Transaction Agreement, the obligations of WestRock to effect the Merger are subject to the satisfaction or waiver (in writing) by WestRock in its sole discretion of each of the following conditions on or before the Sanction Date:

•

the representations and warranties of Smurfit Kappa, Smurfit WestRock and Merger Sub being true and correct subject to the applicable standards set forth in the Transaction Agreement, together with the receipt by WestRock of a certificate executed by a duly authorized executive officer of Smurfit Kappa to the foregoing effect;

•

each of Smurfit Kappa, Smurfit WestRock, and Merger Sub having performed or complied, in all material respects, with the covenants and agreements required to be performed or complied with by it under the Transaction Agreement at or prior to the Sanction Date, together with the receipt by WestRock of a certificate executed by a duly authorized executive officer of Smurfit Kappa to the foregoing effect; and

•

since the date of the Transaction Agreement, there shall not have occurred or existed any Effect that has had or would reasonably be expected to have, individually or in the aggregate, a material

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adverse effect in respect of Smurfit Kappa; and WestRock shall have received a certificate signed on behalf of Smurfit Kappa by a duly authorized executive officer to the foregoing effect.

Non-Solicitation

The Transaction Agreement (except as noted below) generally restricts both Smurfit Kappa’s and WestRock’s ability to:

•

solicit, initiate or knowingly encourage or knowingly facilitate (including by way of furnishing information), or engage in discussions or negotiations regarding, any inquiry, proposal or offer, or the making, submission or announcement of any inquiry, proposal or offer (including any inquiry, proposal or offer to its shareholders) which constitutes or would be reasonably expected to lead to a Competing Proposal (as defined in the section of this proxy statement/prospectus entitled “The Transaction Agreement — Non-Solicitation”);

•

participate in any negotiations regarding, or furnish to any Person any non-public information relating to the party or any subsidiary of such party in connection with a Competing Proposal;

•

engage in discussions with any Person with respect to any Competing Proposal;

•

except as required by the duties of the members of the party’s board of directors under applicable law, waive, terminate, modify or release any Person (other than, in the case of WestRock, Smurfit Kappa, Smurfit WestRock, Merger Sub and their respective affiliates, and, in the case of Smurfit Kappa, WestRock and its affiliates) from any provision of or grant any permission, waiver or request under any “standstill” or similar agreement or obligation;

•

make a Change of Recommendation (as defined in the section of this proxy statement/prospectus entitled “The Transaction Agreement — Non-Solicitation”); or

•

resolve or agree to do any of the foregoing.

However, if a party receives, prior to the receipt of the Smurfit Kappa Shareholder Approval, in the case of Smurfit Kappa, or prior to the receipt of the WestRock Stockholder Approval, in the case of WestRock, a bona fide, unsolicited, written Competing Proposal which the relevant party’s board of directors determines in good faith after consultation with such party’s outside legal and financial advisors (i) constitutes a Superior Proposal (as defined in the section of this proxy statement/prospectus entitled “The Transaction Agreement — Non-Solicitation”) or (ii) would reasonably be expected to result, after such party takes any of the actions referred to in either of clause (x) or (y) below, in a Superior Proposal, then in either event (if such party has not materially breached its non-solicitation obligations under the Transaction Agreement), the party may (x) furnish non-public information to the person making such Superior Proposal, if, and only if, prior to so furnishing such information, such party receives from such person an executed confidentiality agreement that contains terms that are no less favorable in the aggregate to such party than those contained in the confidentiality agreement between Smurfit Kappa and WestRock, except that such confidentiality agreement need not include standstill provisions that would restrict the making of or amendment or modification to Competing Proposals, and promptly (but in no event later than twenty-four (24) hours thereafter) provide a copy thereof to the other party and (y) engage in discussions or negotiations with such person with respect to the Competing Proposal.

Board Change of Recommendation

Subject to certain exceptions described in the section of this proxy statement/prospectus entitled “The Transaction Agreement — Board Change of Recommendation,” neither the Smurfit Kappa Board nor the WestRock Board may make a Change of Recommendation.

However, subject to complying with certain obligations described below, each party’s board of directors may make a Change of Recommendation at any time prior to the receipt of the WestRock Stockholder Approval (in the case of a Change of Recommendation by the WestRock Board) or the Smurfit Kappa Shareholder Approval (in the case of a Change of Recommendation by the Smurfit Kappa Board):

•

following the receipt of a bona fide, unsolicited, written Competing Proposal (subject to the party not materially breaching the non-solicitation provisions of the Transaction Agreement in connection

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with such Competing Proposal) if such party’s board of directors determines in good faith, after consultation with outside legal and financial advisors, that such Competing Proposal is a Superior Proposal; or

•

in response to an Intervening Event (as defined in the section of the proxy statement/prospectus entitled “The Transaction Agreement — Board Change of Recommendation”).

In each case, prior to taking any such action, such party’s board of directors must determine in good faith, after consultation with outside legal counsel that the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law.

Notwithstanding the above, each party’s board of directors may not make a Change of Recommendation, unless, prior to taking such action, such party (A) provides written notice to the other party advising that such party intends to take such action and the basis for doing so and (B) during a five (5)-business-day period after delivery of such written notice (which may be extended in the event of any material amendment to the amount or form of consideration payable in connection with any such Superior Proposal), considers in good faith any proposal by the other party to amend the terms and conditions of the Transaction Agreement in response to such Superior Proposal or other potential Change of Recommendation and, if requested by the other party, negotiates in good faith with the other party and its representatives in connection therewith. See the section of this proxy statement/prospectus entitled “The Transaction Agreement — Board Change of Recommendation.”

If Smurfit Kappa makes a Change of Recommendation prior to the receipt of the Smurfit Kappa Shareholder Approval, or WestRock makes a Change of Recommendation prior to the receipt of the WestRock Stockholder Approval, the other party is permitted to terminate the Transaction Agreement, in which case the non-terminating party would be obligated to pay or cause to be paid to the terminating party the Smurfit Kappa Termination Amount (if Smurfit Kappa has made the Change of Recommendation) or the WestRock Termination Amount (if WestRock has made the Change of Recommendation). See the section of this proxy statement/prospectus entitled “The Transaction Agreement — Termination Amounts.”

Termination of the Transaction Agreement

The Transaction Agreement may be terminated at any time prior to the Merger Effective Time under the following circumstances:

•

by either Smurfit Kappa or WestRock, if:

◦

the Scheme Meeting or the EGM shall have been completed and the Scheme Resolution or the EGM Resolutions, as applicable, shall not have been approved by the requisite majorities, which is referred to as the “Smurfit Kappa Shareholder Approval Failure Termination Right”;

◦

the WestRock Special Meeting shall have been completed and the WestRock Stockholder Approval shall not have been obtained, which is referred to as the “WestRock Stockholder Approval Failure Termination Right”;

◦

the Merger Effective Time shall not have occurred by 5:00 p.m., New York City Time, on the End Date; provided that the right to terminate the Transaction Agreement pursuant to this provision shall not be available to a party whose breach of any provision of the Transaction Agreement shall have been the primary cause of the failure of the Merger Effective Time to have occurred by such time, which is referred to as the “End Date Termination Right”;

◦

the Irish High Court declines or refuses to sanction the Scheme, unless both parties agree in writing that the decision of the Irish High Court shall be appealed; or

◦

any law or injunction, restraint or prohibition shall have been enacted permanently restraining, enjoining or otherwise prohibiting the consummation of the Combination and, in the case of an injunction, restraint or prohibition, such injunction, restraint or prohibition shall have become final and non-appealable; provided that the right to terminate the Transaction Agreement pursuant to this provision shall not be available to a party whose breach of any provision of the Transaction Agreement shall have been the primary cause of such injunction, restraint or prohibition;

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•

by Smurfit Kappa:

◦

if WestRock has breached or failed to perform in any material respect any of its covenants or other agreements contained in the Transaction Agreement or if any of its representations or warranties set forth in the Transaction Agreement are inaccurate such that the conditions to Smurfit Kappa’s obligation to consummate the Combination under the Transaction Agreement would not be satisfied (subject to WestRock’s right to cure as specified in the Transaction Agreement, and provided that Smurfit Kappa is not then in material breach of any representation, warranty, covenant or agreement set forth in the Transaction Agreement such that WestRock would have the right to terminate the Transaction Agreement in accordance with the WestRock Material Breach Termination Right (as defined below)), which is referred to as the “Smurfit Kappa Material Breach Termination Right”; or

◦

in the event that the WestRock Board shall have effected a Change of Recommendation prior to the receipt of the WestRock Stockholder Approval or there has been a willful breach (as defined in the section of the proxy statement/prospectus entitled “The Transaction Agreement — Effect of Termination”) by WestRock of any of its non-solicitation obligations under the Transaction Agreement, which is referred to as the “Smurfit Kappa Change of Recommendation Termination Right”;

•

by WestRock:

◦

if Smurfit Kappa, Smurfit WestRock or Merger Sub has breached or failed to perform in any material respect any of their respective covenants or other agreements contained in the Transaction Agreement or if any of their respective representations or warranties set forth in the Transaction Agreement are inaccurate such that the conditions to WestRock’s obligation to consummate the Combination under the Transaction Agreement would not be satisfied (subject to Smurfit Kappa’s right to cure as specified in the Transaction Agreement, and provided that WestRock is not then in material breach of any representation, warranty, covenant or agreement set forth in the Transaction Agreement such that Smurfit Kappa would have the right to terminate the Transaction Agreement in accordance with the Smurfit Kappa Material Breach Termination Right), which is referred to as the “WestRock Material Breach Termination Right”; or

◦

in the event that the Smurfit Kappa Board shall have effected a Change of Recommendation prior to receipt of the Smurfit Kappa Shareholder Approval or there has been a willful breach by Smurfit Kappa of any of its non-solicitation obligations under the Transaction Agreement, which is referred to as the “WestRock Change of Recommendation Termination Right”; or

•

by mutual written consent of Smurfit Kappa and WestRock.

Termination Amounts

WestRock has agreed to pay Smurfit Kappa $147 million (the “WestRock Termination Amount”) if the Transaction Agreement is terminated:

•

by Smurfit Kappa pursuant to the Smurfit Kappa Change of Recommendation Termination Right; or

•

(i) by either Smurfit Kappa or WestRock pursuant to the End Date Termination Right or the WestRock Stockholder Approval Failure Termination Right, or by Smurfit Kappa pursuant to the Smurfit Kappa Material Breach Termination Right; (ii) a Competing Proposal has been communicated to the WestRock Board or publicly disclosed and not withdrawn without qualification (publicly, in the event that such Competing Proposal was publicly disclosed) at least four Business Days prior to (A) the WestRock Special Meeting (in the case of termination pursuant to the WestRock Stockholder Approval Failure Termination Right), (B) the applicable breach (in the case of termination pursuant to the Smurfit Kappa Material Breach Termination Right) or (C) the End Date (in the case of termination pursuant to the End Date Termination Right); and (iii) within twelve (12) months of such termination, WestRock consummates a Competing Proposal or WestRock enters into a definitive agreement providing for a Competing Proposal (provided that solely for purposes of this bullet, all references to “20%” in the definition of “Competing Proposal” will be deemed to be references to “50%”).

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WestRock has agreed to pay Smurfit Kappa $57 million (the “WestRock No Vote Amount” and, together with the WestRock Termination Amount, the “WestRock Amounts”) if the Transaction Agreement is terminated by either WestRock or Smurfit Kappa pursuant to the WestRock Stockholder Approval Failure Termination Right.

Smurfit Kappa has agreed to pay WestRock $100 million (the “Smurfit Kappa Termination Amount”) if the Transaction Agreement is terminated:

•

by WestRock pursuant to the WestRock Change of Recommendation Termination Right; or

•

(i) by either Smurfit Kappa or WestRock pursuant to the End Date Termination Right or the Smurfit Kappa Shareholder Approval Failure Termination Right, or by WestRock pursuant to the WestRock Material Breach Termination Right; (ii) a Competing Proposal has been communicated to the Smurfit Kappa Board or publicly disclosed and not withdrawn without qualification (publicly, in the event that such Competing Proposal was publicly disclosed) at least four Business Days prior to (A) the earlier of the EGM and the Scheme Meeting (in the case of termination pursuant to the Smurfit Kappa Shareholder Approval Failure Termination Right), (B) the applicable breach (in the case of termination pursuant to the WestRock Material Breach Termination Right), or (C) the End Date (in the case of termination pursuant to the End Date Termination Right); and (iii) within twelve (12) months of such termination, Smurfit Kappa consummates a Competing Proposal or Smurfit Kappa enters into a definitive agreement providing for a Competing Proposal (provided that solely for purposes of this bullet, all references to “20%” in the definition of “Competing Proposal” will be deemed to be references to “50%”).

Smurfit Kappa has agreed to pay WestRock $50 million (the “Smurfit Kappa No Vote Amount” and, together with the Smurfit Kappa Termination Amount, the “Smurfit Kappa Amounts”) if the Transaction Agreement is terminated by either Smurfit Kappa or WestRock pursuant to the Smurfit Kappa Shareholder Approval Failure Termination Right.

Except in the case of fraud or willful breach, (i) upon payment of the WestRock Amount(s) (and any amount in respect of VAT, if applicable), none of WestRock, its subsidiaries, or any of their respective former, current or future officers, directors, partners, shareholders, managers, members, affiliates or agents will have any further liability or obligation relating to or arising out of the Transaction Agreement or the transactions contemplated thereby and (ii) upon payment of the Smurfit Kappa Amount(s) (and any amount in respect of VAT, if applicable), none of Smurfit WestRock, its subsidiaries, or any of their respective former, current or future officers, directors, partners, shareholders, managers, members, affiliates or agents will have any further liability or obligation relating to or arising out of the Transaction Agreement or the transactions contemplated thereby. Smurfit Kappa shall not be required to pay the Smurfit Kappa Termination Amount or the Smurfit Kappa No Vote Amount on more than one occasion, and WestRock shall not be required to pay the WestRock Termination Amount or the WestRock No Vote Amount on more than one occasion. The Smurfit No Vote Amount shall be credited toward any subsequent Smurfit Kappa Termination Amount and the WestRock No Vote Amount shall be credited toward any subsequent WestRock Termination Amount.

Accounting Treatment

The Merger will be accounted for as a business combination under U.S. GAAP. The Smurfit Kappa Share Exchange is not a business combination under GAAP and does not give rise to any goodwill or change in accounting basis. For a more detailed discussion of the accounting treatment of the Combination, see the section of this proxy statement/prospectus entitled “The Combination — Accounting Treatment.”

Material U.S. Federal Income and Irish Tax Considerations

The receipt of Smurfit WestRock Shares and cash in exchange for WestRock Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. Holder of WestRock Stock that receives Smurfit WestRock Shares and cash pursuant to the Merger will generally recognize taxable gain or loss equal to the difference between (1) the sum of the fair market value of the Smurfit WestRock Shares and any cash received as consideration in the Merger and (2) its adjusted tax basis in the WestRock Stock surrendered in the exchange.

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In certain circumstances, Section 304 of the Code may cause a holder of WestRock Stock that also owns, actually or constructively, Smurfit Kappa Shares (and will actually or constructively own Smurfit WestRock Shares issued in exchange for such Smurfit Kappa Shares pursuant to the Smurfit Kappa Share Exchange) to be treated as receiving a dividend up to the fair market value of the Smurfit WestRock Shares and cash received in the Merger, regardless of its gain or loss in the Merger.

See the section of this proxy statement/prospectus entitled “Material U.S. Federal Income and Irish Tax Considerations — Material U.S. Federal Income Tax Considerations — Tax Consequences of the Merger” for a more detailed description of the Material U.S. federal income tax consequences of the Merger.

Smurfit Kappa Shareholders who are neither resident nor ordinarily resident in Ireland for Irish tax purposes should not be liable for Irish capital gains tax (“Irish CGT”) on the disposal of their Smurfit Kappa Shares pursuant to the Smurfit Kappa Share Exchange unless such shares were used in or for the purposes of a trade carried on by the shareholder in Ireland through a branch or agency, or were used or held or acquired for use by or for the purposes of the branch or agency.

Smurfit WestRock Shareholders should not be liable for Irish CGT on the Securities Depository Transfer on the basis that the Securities Depository Transfer should not be treated as giving rise to a disposal of the beneficial ownership of the Euroclear Smurfit WestRock Shares for Irish CGT purposes.

WestRock Stockholders who are neither resident nor ordinarily resident in Ireland for Irish tax purposes should not be liable for Irish CGT on the cancellation of their shares of WestRock Stock pursuant to the Merger.

See the section of the proxy statement/prospectus entitled “Certain Tax Consequences of the Transaction — Irish Tax Considerations” for a more detailed description of the Irish tax consequences of the Combination.

Determining the actual tax consequences of the Combination to you may be complex and will depend on your specific situation. You should consult your tax advisor for a full understanding of the tax consequences of the Combination.

U.S. Federal Securities Law Consequences

Following the effectiveness of the registration statement on Form S-4, of which this proxy statement/​prospectus forms a part, the Smurfit WestRock Shares issued in the Combination to holders of WestRock Stock will not be subject to any restrictions on transfer arising under the Securities Act or the Exchange Act, except for Smurfit WestRock Shares issued to any holder of WestRock Stock who may be deemed an “affiliate” for purposes of Rule 144 of the Securities Act of Smurfit WestRock after Completion. Persons who may be deemed “affiliates” of Smurfit WestRock generally include individuals or entities that control, are controlled by or are under common control with, Smurfit WestRock and may include the executive officers and directors of Smurfit WestRock as well as its principal shareholders.

The issuance of the Smurfit WestRock Shares in the Combination to holders of Smurfit Kappa Shares has not been, and is not expected to be, registered under the Securities Act or the securities laws of any other jurisdiction. The Smurfit WestRock Shares to be issued in the Combination to holders of Smurfit Kappa Shares will be issued pursuant to an exemption from the registration requirements provided by Section 3(a)(10) of the Securities Act based on the approval of the Scheme by the Irish High Court. Section 3(a)(10) of the Securities Act exempts securities issued in exchange for one or more bona fide outstanding securities from the general requirement of registration where the fairness of the terms and conditions of the issuance and exchange of the securities have been approved by any court or authorized governmental entity after a hearing upon the fairness of the terms and conditions of the exchange at which all persons to whom securities will be issued have the right to appear and to whom adequate notice of the hearing has been given. If the Irish High Court approves the Scheme, its approval will constitute the basis for the Smurfit WestRock Shares to be issued without registration under the Securities Act in reliance on the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) of the Securities Act. The Smurfit WestRock Shares issued pursuant to Section 3(a)(10) of the Securities Act will be freely transferable under U.S. federal securities laws, except by any holder of Smurfit Kappa Shares who may be deemed an “affiliate” for purposes of Rule 144 of the Securities Act of Smurfit WestRock after Completion.

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In the event that Smurfit WestRock Shares are in fact held by affiliates of Smurfit WestRock, those holders may resell the Smurfit WestRock Shares (a) in accordance with the provisions of Rule 144 under the Securities Act or (b) as otherwise permitted under the Securities Act. Rule 144 generally provides that “affiliates” of Smurfit WestRock may not sell securities of Smurfit WestRock received in the Combination unless the sale is effected in compliance with the volume, current public information, manner of sale and timing limitations set forth in such rule. These limitations generally permit sales made by an affiliate in any three-month period that do not exceed the greater of 1% of the outstanding Smurfit WestRock Shares or the average weekly reported trading volume in such securities over the four (4) calendar weeks preceding the placement of the sale order, provided that the sales are made in unsolicited, open market “broker transactions” and that current public information on Smurfit WestRock is available.

Comparison of the Rights of Holders of WestRock Stock and Smurfit WestRock Shares

As a result of the Combination, the holders of WestRock Stock will become holders of Smurfit WestRock Shares, and their rights will be governed by the laws of Ireland, including the Irish Companies Act (instead of Delaware law, including the DGCL) and the Smurfit WestRock Constitution (instead of the WestRock certificate of incorporation and the WestRock bylaws). Following the Combination, former WestRock Stockholders will have different rights as Smurfit WestRock Shareholders than they did as WestRock Stockholders. For a summary of the material differences between the rights of WestRock Stockholders and Smurfit WestRock Shareholders, see the section of this proxy statement/prospectus entitled “Comparison of the Rights of Holders of WestRock Stock and Smurfit WestRock Shares.”

Comparative Per Share Market Price and Dividend Information

WestRock Stock is currently listed on the NYSE under the trading symbol “WRK.” Smurfit Kappa Shares are currently listed on the LSE under the symbol “SKG,” and on the Euronext Dublin Market under the symbol “SK3.” The following table sets forth the closing price per share of WestRock Stock and Smurfit Kappa Shares as reported on the NYSE, the LSE and the Euronext Dublin, respectively, as of September 6, 2023, the last trading day prior to the public announcement that Smurfit Kappa and WestRock were in discussions regarding a potential strategic transaction, and September 11, 2023, the last trading day prior to the public announcement of the Transaction Agreement. For current price information, you are urged to consult publicly available sources.

​	September 6, 2023		September 11, 2023
Closing Sale Price Per Share of WestRock Stock ($)	​	31.88	​	34.06
Closing Sale Price Per Smurfit Kappa Share (GBP)	​	32.18	​	30.68
Closing Sale Price Per Smurfit Kappa Share (EUR)	​	37.51	​	35.84

Risk Factors

There are significant risks relating to the Combination and an investment in Smurfit WestRock Shares, some of which are related to the Combination and others of which are related to Smurfit Kappa’s and WestRock’s respective businesses, the business of Smurfit WestRock and investing in and the ownership of Smurfit WestRock Shares following the Combination, assuming it occurs. See the section of this proxy statement/prospectus entitled “Risk Factors.” In considering the Combination and prior to making your investment decision, you should carefully consider these risks, including, among others, the following, together with the other information included or incorporated by reference into this proxy statement/prospectus.

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The Combination is subject to certain Conditions which may not be satisfied or waived. As a result, there is no assurance when or if the Combination will be completed. It is possible that not all Conditions will have been met as of the Effective Time, and that Smurfit Kappa and/or WestRock may waive one or more Conditions following approval of the Combination.

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Certain circumstances may allow either Smurfit Kappa or WestRock to have the right to terminate the Transaction Agreement. This termination could negatively impact either Smurfit Kappa or WestRock and, in certain circumstances, could require either party to pay a termination amount.

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While the Transaction Agreement is in effect, Smurfit Kappa, WestRock and their respective subsidiaries’ businesses are subject to certain restrictions on their business activities, including the restriction on the ability of WestRock to pursue alternatives to the Combination.

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Smurfit Kappa, WestRock or Smurfit WestRock may be subject to litigation in relation to the Combination.

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Uncertainty associated with the Combination may disrupt the business relationships, results of operations and financial conditions of Smurfit Kappa and/or WestRock.

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Upon Completion, certain change-of-control rights under agreements may be triggered.

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Negative publicity related to the Combination may materially adversely affect Smurfit Kappa, WestRock and/or Smurfit WestRock.

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Certain of the directors, board members and executive officers of Smurfit Kappa and WestRock and certain of the designees to the pre-closing Smurfit WestRock Board may have interests in the Combination that are different from, or in addition to, those of Smurfit Kappa Shareholders and WestRock Stockholders generally.

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Smurfit Kappa and WestRock will incur costs and may fail to realize benefits related to the Combination, such as the failure to successfully integrate Smurfit Kappa and WestRock.

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Smurfit WestRock will incur significant costs as a result of becoming subject to U.S. regulations and reporting requirements, which may adversely affect the operating results of Smurfit WestRock.

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Because the exchange ratios in the Combination are fixed, the market value of the shares received by WestRock Stockholders or Smurfit Kappa Shareholders in the Combination may be less than the market value of the shares that such holder held prior to Completion.

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There is no guarantee that Smurfit WestRock Shares will be included in an S&P Index following the Combination, which could have an adverse effect on the trading price, trading volumes and liquidity of the Smurfit WestRock Shares.

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The Smurfit WestRock Shares have never before been listed on a public market, on either the NYSE or the LSE, and may be subject to risks associated with the maintenance of two exchange listings, the ineligibility for inclusion in the UK series of FTSE indices, currency exchange rate risks and other security or industry factors.

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Smurfit WestRock cannot guarantee Irish High Court approval of the creation of distributable reserves.

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Smurfit WestRock will continue to be subject to the Irish Takeover Rules in certain respects, and may be subject to certain risks associated with such rules, including restrictions on the board of directors’ ability to defend certain takeover attempts.

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Risks relating to the regulatory environment and legal risks, including government regulations and trade sanctions, environmental laws and regulations and risks relating to data privacy breaches may adversely affect Smurfit Kappa and/or WestRock.

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Risks relating to economic and financial market conditions, geopolitical conflicts and other social and political unrest or change, including work stoppages or labor relations matters, may adversely affect Smurfit Kappa and/or WestRock.

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Risks relating to employment and talent acquisition and retention, including the inability to retain suitably qualified employees, may adversely affect Smurfit Kappa and/or WestRock.

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Risk relating to the business of Smurfit Kappa, including risks relating to price fluctuations and product substitution, interruptions in supply chain or Smurfit Kappa facilities, the inability to effectively compete, pension plan benefits, international sales and operations, uncertainty related to the paper and packaging industry and Smurfit Kappa’s strategic initiatives and risks arising from the acquisition and sale of companies may adversely impact Smurfit Kappa’s business, financial position, and/or results of operation.

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Smurfit Kappa’s and WestRock’s existing debt and other adverse credit market conditions, such as access to credit, credit ratings or insurance policies, may materially adversely affect Smurfit Kappa’s and WestRock’s business, financial condition and/or results of operation.

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Risks relating to the business and operations of WestRock, including risks relating to pricing cycles and volumes, raw materials costs and availability, competition, business disruptions, international sales and operations, implementation of strategic transformation and restructuring initiatives and impairments may adversely impact WestRock’s business, financial position and/or results of operations.

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Risks relating to tax matters, including that the IRS may assert that Smurfit WestRock should be treated as a U.S. corporation or be subject to certain unfavorable U.S. federal income tax rules under Section 7874 of the Code as a result of the Combination.

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RISK FACTORS

By voting in favor of the Transaction Proposal, a WestRock Stockholder will be choosing to invest in Smurfit WestRock Shares following Completion. An investment in Smurfit WestRock Shares involves a high degree of risk. Before you vote, you should carefully consider the risks described below, those described in the section of the proxy statement/prospectus entitled “Cautionary Statement Regarding Forward Looking Statements” and the other information contained in this proxy statement/prospectus or in the documents of WestRock incorporated by reference into this proxy statement/prospectus, particularly the risk factors discussed in this section of this proxy statement/prospectus entitled “Risk Factors” and in the section entitled “Risk Factors” in WestRock’s Annual Report on Form 10-K for the year ended September 30, 2023, and risk factors contained or incorporated by reference into such documents, each of which is incorporated by reference into this proxy statement/prospectus. See the section of the proxy statement/prospectus entitled “Where You Can Find More Information.” In addition to the risks set forth below, new risks may emerge from time to time, and it is not possible to predict all risk factors, nor can Smurfit Kappa or WestRock assess the impact of all factors on the Combination and Smurfit WestRock following the Combination or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in or implied by any forward looking statements.

Risks Relating to the Combination

Due to potential fluctuations in the market value of Smurfit Kappa Shares, and the fact that the exchange ratio and per share cash amount are both fixed, WestRock Stockholders cannot be sure of the market value of the Merger Consideration that they will receive in the Combination.

On September 12, 2023, Smurfit Kappa, WestRock, Merger Sub and Smurfit WestRock entered into the Transaction Agreement, pursuant to which Smurfit Kappa Shareholders and WestRock Stockholders are expected to own, immediately following Completion, approximately 50.4% and 49.6% of Smurfit WestRock, respectively, based on the number of shares outstanding of both Smurfit Kappa and WestRock as of the date of the transaction announcement (September 12, 2023). The Merger Consideration that eligible WestRock Stockholders will receive upon Completion is one Smurfit WestRock Share and $5.00 in cash for each share of WestRock Stock held (without interest and less applicable withholding taxes), and so does not involve a number of shares that will be determined based on a fixed market value. Prior to Completion, there has not been and will not be an established public trading market for Smurfit WestRock Shares. The market value of Smurfit WestRock Shares will reflect the combination of Smurfit Kappa and WestRock under the terms of the Combination. As the market price of Smurfit Kappa Shares or currency exchange rates fluctuate, the implied value of Smurfit WestRock Shares, including in comparison to the value of WestRock Stock, will fluctuate too. The Merger Consideration will not be adjusted to reflect any changes in the market value of Smurfit Kappa Shares, currency exchange rates or the market value of WestRock Stock.

Changes in the price of Smurfit Kappa Shares or WestRock Stock may result from a variety of factors, including, among others, changes in Smurfit Kappa’s or WestRock’s respective businesses, operations or prospects, regulatory considerations, governmental actions, legal proceedings and general business, market, industry, political or economic conditions. Many of these factors are beyond Smurfit Kappa’s or WestRock’s control. As a result, the aggregate market value of the Smurfit WestRock Shares that a WestRock Stockholder is entitled to receive at the time of Completion could vary significantly from the value of the equivalent Smurfit Kappa Shares on the date of the Transaction Agreement, the date of this proxy statement/​prospectus or the date of the WestRock Special Meeting and, at the time of the WestRock Special Meeting, WestRock Stockholders will neither know nor be able to calculate the value of the Merger Consideration they would receive upon Completion. WestRock Stockholders are urged to obtain current market quotations for Smurfit Kappa Shares and WestRock Stock. See the section of this proxy statement/prospectus entitled “Comparative Per Share Market Price and Dividend Information” for additional information on the historical market values of Smurfit Kappa Shares and WestRock Stock.

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If the Combination is not completed by the End Date, which is subject to certain extensions in specified circumstances in accordance with the Transaction Agreement, either Smurfit Kappa or WestRock may have the right to terminate the Transaction Agreement.

If the Merger Effective Time does not occur by 5:00 p.m., New York City Time, on September 12, 2024 (subject to extension until March 12, 2025 in accordance with the Transaction Agreement), either Smurfit Kappa or WestRock may have the right to terminate the Transaction Agreement. However, this right to terminate the Transaction Agreement shall not be available to a party whose breach of any provision of the Transaction Agreement is the primary cause of the failure of the Merger Effective Time to have occurred by such time. Smurfit Kappa or WestRock may elect to terminate the Transaction Agreement in certain other circumstances, including if the Smurfit Kappa Shareholders or WestRock Stockholders fail to approve the Transaction at their respective shareholder meetings, and Smurfit Kappa and WestRock can mutually decide to terminate the Transaction Agreement at any time prior to the Merger Effective Time, before or after the required Smurfit Kappa Shareholder Approval or WestRock Stockholder Approval. For more information, see the sections of this proxy statement/prospectus entitled “The Transaction Agreement — Conditions That Must Be Satisfied or Waived for the Combination to Occur” and “The Transaction Agreement — Termination of the Transaction Agreement”.

Completion is subject to a number of conditions which may not be satisfied or waived, or which may not be capable of satisfaction without the imposition of undertakings, conditions, or divestments, which could be material. These factors could jeopardize or delay, or result in conditions or restrictions on, Completion, lead to additional expenditures of money and resources and/or reduce the anticipated benefits of the Combination, or prevent Completion entirely. As a result, there is no assurance when or if the Combination will be completed.

The Combination is subject to the Conditions, which are set out in full in the Transaction Agreement, and which include the following: (i) the Smurfit Kappa Shareholder Approval, (ii) the WestRock Stockholder Approval, (iii) this registration statement having become effective in accordance with the Securities Act and no stop order suspending the effectiveness having been issued by the SEC and remaining in effect or any related proceeding being pending or threatened by the SEC, (iv) all required approvals under U.S. antitrust laws and other required jurisdictions having been obtained and no legal proceedings by any governmental entity under relevant antitrust laws being threatened in writing that is reasonably likely to enjoin, restrain or prevent the Combination, (v) the Smurfit WestRock Shares being approved for listing on the NYSE, subject to official notice of issuance of Smurfit WestRock Shares upon Completion, (vi) the FCA having acknowledged (and such acknowledgement having not been withdrawn) that the application for admission of the Smurfit WestRock Shares to the Standard Listing has been approved and will become effective, and the LSE having acknowledged (and such acknowledgement having not been withdrawn) that the Smurfit WestRock Shares will be admitted to trading on the LSE’s main market for listed securities, subject only to the issuance of Smurfit WestRock Shares upon Completion, (vii) the accuracy (subject to certain standards) of the representations and warranties made by Smurfit Kappa and WestRock in the Transaction Agreement and compliance in all material respects by both parties with the covenants and agreements therein required to be complied with by them, (viii) the sanction of the Scheme by the Irish High Court, (ix) the absence of any statute, regulation, order or injunction which prevents or makes illegal the consummation of the Combination, (x) the absence of a material adverse effect on either party and (xi) other customary closing conditions. There can be no assurance as to when the Conditions will be satisfied or waived, if at all, or that other events will not intervene to delay or result in the failure to achieve Completion.

As a result of the regulatory Conditions, various consents, orders and approvals must be obtained from regulatory and governmental entities as described in the section entitled “The Combination ― Consents and Regulatory Approvals.” Smurfit Kappa and WestRock have made, or will make, various filings and submissions with governmental entities in connection with, and pursuant to, the Transaction Agreement and are pursuing all required consents, orders and approvals in accordance with the terms of the Transaction Agreement. However, the required consents, orders and approvals may not be obtained and, as a result, the Conditions may not be satisfied. Even if all required consents, orders and approvals are obtained and all Conditions are satisfied, the consents, orders and approvals may include restrictive terms and conditions. Regulatory and governmental entities may impose conditions on the granting of consents, orders and approvals and if regulatory and governmental entities seek to impose conditions, lengthy negotiations may ensue among the regulatory or governmental entities, Smurfit Kappa and WestRock. These conditions and

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the process of obtaining these consents, orders and approvals could delay Completion and any such conditions may not be satisfied for an extended period of time following the WestRock Special Meeting, the Scheme Meeting and the EGM, if at all.

The conditions imposed by regulatory and governmental entities on the granting of consents, orders and approvals may also require divestitures of certain divisions, operations or assets of Smurfit Kappa or WestRock and may impose costs, limitations or other restrictions on the conduct of the business of Smurfit Kappa, WestRock, or, following Completion, Smurfit WestRock. Under the Transaction Agreement, Smurfit Kappa and WestRock have agreed to (i) propose, negotiate, commit to and effect, by consent decree or otherwise, the sale, divestiture, license, or disposition of any businesses, assets, equity interests, product lines or properties of Smurfit Kappa or WestRock (or any of their respective subsidiaries), including by proposing, negotiating, committing to, and effecting, any ancillary agreements or arrangements reasonably necessary to effectuate such sale, divestiture, license, or disposition, and (ii) take any action, or agree to take any action, that would limit Smurfit Kappa’s, WestRock’s, or, following Completion, Smurfit WestRock’s, freedom of action with respect to any businesses, assets, equity interests, product lines or properties of Smurfit Kappa or WestRock (or any of their respective subsidiaries) as may be required in order to obtain all clearances required under any antitrust law or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Combination or delay Completion, in each case to permit and cause the applicable conditions to be satisfied as promptly as reasonably practicable and in any event prior to the End Date. To assist Smurfit Kappa in complying with these obligations, WestRock shall, and shall cause its subsidiaries to, enter into one or more agreements requested by Smurfit Kappa to be entered into by any of them prior to Completion with respect to any transaction to divest or other remedial action with respect to any of the businesses, assets, equity interests, product lines or properties of WestRock or any of its subsidiaries; provided, however, that the consummation of the transactions provided for in any such agreement for a remedial action shall be conditioned upon Completion. However, nothing in the Transaction Agreement requires Smurfit Kappa or WestRock (or any of their respective subsidiaries), or permits, or shall be deemed to permit, WestRock (or any of its subsidiaries), without the prior written consent of Smurfit Kappa, to take, agree to take, or consent to the taking of any remedial action with respect to any businesses, assets, equity interests, product lines or properties of Smurfit Kappa or WestRock (or any of their respective subsidiaries), or any combination thereof, that in the aggregate generated total revenues in excess of $750,000,000 in the 12-month period ended December 31, 2022. See the section of this proxy statement/prospectus entitled “The Transaction Agreement — Efforts to Obtain Required Approvals” for more information.

Compliance with any conditions imposed by regulatory and governmental entities may reduce the anticipated benefits of the Combination, which could also have a material adverse effect on Smurfit WestRock’s business, results of operations, financial condition and/or prospects, and neither Smurfit Kappa nor WestRock can predict, what, if any, changes may be required by regulatory or governmental entities whose consents, orders or approvals are required.

The Transaction Agreement contains restrictions on the ability of WestRock to pursue alternatives to the Combination.

The Transaction Agreement contains provisions that may discourage a third party from submitting a Competing Proposal that might result in greater value to WestRock Stockholders than the Combination, or may result in a potential competing acquirer of WestRock proposing to pay a lower per share price to acquire WestRock than it might otherwise have proposed to pay. These provisions include, among others, a general prohibition on WestRock from soliciting or, subject to certain exceptions relating to the exercise of fiduciary duties by the WestRock Board, entering into discussions with any third party regarding any Competing Proposal. Further, subject to certain exceptions, the Transaction Agreement prohibits WestRock from making a Change of Recommendation. The WestRock Board is permitted, prior to the receipt of the WestRock Stockholder Approval, to make a Change of Recommendation (i) if there is an Intervening Event or (ii) following the receipt of a bona fide, unsolicited written Competing Proposal which the WestRock Board determines in good faith after consultation with its outside legal and financial advisors is a Superior Proposal if (x) in the case of (ii), WestRock has not materially breached its non-solicitation obligations set forth in the Transaction Agreement in connection with such Competing Proposal and (y) in the case of (i) and (ii), the WestRock Board has determined in good faith, after consultation with its outside legal counsel

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that the failure to take such action would reasonably be expected to be inconsistent with the WestRock Board’s fiduciary duties under applicable law and WestRock complies with certain other obligations under the Transaction Agreement (which, in specified circumstances and to the extent requested by Smurfit Kappa, results in WestRock being required to negotiate in good faith with Smurfit Kappa in connection with amending the terms of the Transaction Agreement (x) to obviate the need for a Change of Recommendation or (y) such that the Competing Proposal would no longer constitute a Superior Proposal). However, if the WestRock Board makes a Change of Recommendation prior to the receipt of the WestRock Stockholder Approval, Smurfit Kappa will be entitled to terminate the Transaction Agreement and WestRock will be required to pay to Smurfit Kappa a termination amount of $147 million. See the sections of this proxy statement/prospectus entitled “The Transaction Agreement — Non-Solicitation” and “The Transaction Agreement — Termination Amounts” for a more complete discussion of these restrictions and consequences.

It is possible that not all the Conditions will have been met at the time of the WestRock Special Meeting, and that Smurfit Kappa and/or WestRock may waive one or more of the Conditions after receipt of the WestRock Stockholder Approval without re-soliciting the WestRock Stockholders’ approval of the proposals approved by them.

The WestRock Special Meeting may take place before all of the required regulatory approvals for the Combination have been obtained and before all conditions to such approval, if any, are known. Nevertheless, if the WestRock Stockholder Approval is received at the WestRock Special Meeting, WestRock would not be required to seek further approval of the WestRock Stockholders, even if the conditions imposed in obtaining required regulatory approvals could have a material adverse effect on either Smurfit Kappa or WestRock before Completion or on Smurfit WestRock after Completion.

Furthermore, certain of the Conditions set forth in the Transaction Agreement may be waived by Smurfit Kappa and/or WestRock to the extent permitted by applicable law and the terms of the Transaction Agreement. If any Conditions are waived, Smurfit Kappa and WestRock may evaluate whether an amendment of this proxy statement/prospectus and re-solicitation of proxies would be warranted. Subject to applicable law, if Smurfit Kappa and WestRock determine that re-solicitation is not warranted, the parties will have the discretion to proceed to Completion without seeking further approval from the WestRock Stockholders. Any determination of whether to waive any Condition or as to re-soliciting the WestRock Stockholder Approval or amending this proxy statement/prospectus as a result of the waiver will be made by Smurfit Kappa and/or WestRock, as applicable, at the time of the determination based on the facts and circumstances as they exist at that time. In the event that Smurfit Kappa and/or WestRock determine to waive any of the Conditions, such waiver may have an adverse effect on Smurfit Kappa, the Smurfit Kappa Shareholders, WestRock and the WestRock Stockholders. For example, if the parties were to waive the conditions that (a) the Smurfit WestRock Shares shall have been approved for listing on the NYSE, subject to official notice of issuance and (b) the FCA shall have acknowledged to Smurfit WestRock or its sponsor (and such acknowledgment shall not have been withdrawn) that the application for admission of the Smurfit WestRock Shares to the Standard Listing has been approved and will become effective, and the LSE shall have acknowledged to Smurfit WestRock or its sponsor (and such acknowledgment shall not have been withdrawn) that such shares will be admitted to trading on the LSE’s main market for listed securities, subject only to the issue of such Smurfit WestRock Shares upon Completion, the Smurfit WestRock Shares issued to WestRock Stockholders at the consummation of the Combination would not be listed on a stock exchange until the NYSE or the LSE approved the respective listing applications, and the ability of WestRock Stockholders to trade such shares would be adversely affected. By way of further example, if WestRock waives the condition that, since the date of the Transaction Agreement, there shall not have occurred or existed any Effect that has had or would reasonably be expected to have, individually in the aggregate, a material adverse effect in respect of Smurfit Kappa, the value of the Stock Consideration received by WestRock Stockholders could be materially diminished.

The termination of the Transaction Agreement could negatively impact WestRock and, in certain circumstances, could require WestRock to pay a termination amount to Smurfit Kappa.

If the Transaction Agreement is terminated in accordance with its terms and the Combination does not proceed, the ongoing business of WestRock may be materially adversely affected by a variety of factors, including the failure to pursue other beneficial opportunities during the pendency of the Combination,

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the failure to obtain the anticipated benefits of the Combination, the payment of certain costs relating to the Combination and the focus of WestRock’s management on the Combination for an extended period of time rather than on ongoing business matters or other opportunities or issues. WestRock’s stock price may fall as the current price of WestRock Stock may reflect a market assumption that the Combination will be completed. In addition, the failure to complete the Combination may result in negative publicity or a negative impression of WestRock in the investment community and may affect WestRock’s relationship with employees, customers, suppliers and other partners.

If the WestRock Board makes a Change of Recommendation prior to the receipt of the WestRock Stockholder Approval, then Smurfit Kappa will be entitled to terminate the Transaction Agreement and WestRock will be required to pay a termination amount of $147 million to Smurfit Kappa. This termination amount is also payable if the Transaction Agreement is terminated because WestRock commits a willful breach of its non-solicitation obligations under the Transaction Agreement, or if the Transaction Agreement is terminated in certain circumstances following a Competing Proposal for WestRock and WestRock consummates or enters into an agreement for a Competing Proposal within 12 months after such termination. An amount of $57 million is payable to Smurfit Kappa by WestRock if the Transaction Agreement is terminated after failure by WestRock to receive the WestRock Stockholder Approval at the WestRock Special Meeting. The amount referred to in the preceding sentence will be credited toward any subsequent termination amount payable by WestRock. If the Transaction Agreement is terminated and WestRock determines to seek another business combination or strategic opportunity, WestRock may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the Combination. See the section of this proxy statement/prospectus entitled “The Transaction Agreement — Termination Amounts” for more information.

Smurfit Kappa, WestRock or Smurfit WestRock may be subject to litigation in relation to the Combination, which could lead to additional expenditures of money and resources, and may delay or prevent the Combination from being completed.

Shareholder class action lawsuits or derivative lawsuits are often brought against companies that have entered into transaction agreements. Even if the lawsuits are without merit, defending against these claims can result in additional expenditures of money and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Combination, then that injunction may, among other things, delay or prevent Completion. Any delay in Completion could lead to additional expenditures of money and resources and could prevent or delay Smurfit WestRock from realizing some or all of the anticipated synergies or other benefits that it expects to achieve if the Combination is successfully completed within the expected time frame.

One of the Conditions is that (i) no statute, rule or regulation shall have been enacted or promulgated by any governmental entity of competent jurisdiction which prohibits or makes illegal the consummation of the Combination and (ii) there shall not be in effect any order or injunction of a court of competent jurisdiction preventing the consummation of the Combination. Consequently, if a party secures injunctive or other relief prohibiting, delaying or otherwise materially adversely affecting Smurfit Kappa’s or WestRock’s ability to complete the Combination on the terms contemplated by the Transaction Agreement, then such law or injunctive or other relief may prevent consummation of the Combination in a timely manner or at all.

Some of the WestRock directors and executive officers may have interests in the Combination that are different from or are in addition to those of WestRock Stockholders generally, including, if the Combination is completed, the receipt of financial and other benefits.

The directors and executive officers of WestRock may have interests in the Combination that are different from or in addition to those of WestRock Stockholders generally. These interests include the continued service of certain directors or executive officers of WestRock as directors or executive officers of Smurfit WestRock, the treatment in the Combination of WestRock equity awards, change-in-control severance agreements and other rights held by WestRock’s directors or executive officers and the indemnification of WestRock’s former directors and officers by WestRock, as a wholly owned subsidiary of Smurfit WestRock.

WestRock Stockholders should be aware of these interests when they consider the recommendation of the WestRock Board that they vote in favor of the Proposals set forth herein, including the Transaction

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Proposal. The WestRock Board was aware of these interests when it determined that the Transaction Agreement and the transactions contemplated thereby were advisable and fair to, and in the best interests of, the WestRock Stockholders and recommended that the WestRock Stockholders vote “FOR” the Proposals set forth herein, including the Transaction Proposal. These interests are described in more detail in the section of this proxy statement/prospectus entitled “The Combination — Interests of WestRock’s Directors and Executive Officers in the Combination”.

While the Transaction Agreement is in effect, Smurfit Kappa, WestRock and their respective subsidiaries’ businesses are subject to restrictions on their business activities.

Under the Transaction Agreement, Smurfit Kappa and WestRock and their respective subsidiaries are subject to a range of restrictions on the conduct of their respective businesses and generally must operate their businesses in the ordinary course consistent with past practice prior to Completion, subject to certain exceptions set forth in the Transaction Agreement. Smurfit Kappa and WestRock are also required to seek each other’s approval prior to taking certain actions specified in the Transaction Agreement. These restrictions may constrain Smurfit Kappa’s and WestRock’s ability to pursue certain business strategies. These restrictions may also prevent Smurfit Kappa and WestRock from pursuing otherwise attractive business opportunities, making acquisitions and investments or making other changes to their respective businesses prior to Completion or the termination of the Transaction Agreement. Any such lost opportunities may reduce either or both companies’ competitiveness or efficiency and could lead to a material adverse effect on their respective businesses, results of operations, financial condition, prospects and/or share prices, or those of Smurfit WestRock following Completion. See the section of this proxy statement/prospectus entitled “The Transaction Agreement — Covenants Regarding Conduct of Business” for a description of the restrictive covenants to which each of Smurfit Kappa and WestRock is subject.

The business relationships, results of operations and financial conditions of Smurfit Kappa and WestRock, respectively, may be subject to disruption due to uncertainty associated with the Combination.

The Combination could cause disruptions in and create uncertainty surrounding Smurfit Kappa’s and WestRock’s respective businesses, including affecting Smurfit Kappa’s and WestRock’s relationships with their existing and future customers, suppliers, partners and employees. This could have a material adverse effect on Smurfit Kappa’s and WestRock’s respective businesses, results of operations, financial conditions, prospects and/or share prices, regardless of whether or not the Combination is completed. Smurfit Kappa and WestRock could potentially lose important personnel who decide to pursue other opportunities as a result of the Combination. Any such material adverse effect could be exacerbated by a prolonged delay in completing the Combination or if the parties are unable to decide quickly on the business direction or strategy of Smurfit WestRock. Smurfit Kappa and WestRock could also potentially lose customers or suppliers, as existing customers or suppliers may seek to change their existing business relationships or renegotiate their contracts with Smurfit Kappa or WestRock, or defer decisions concerning Smurfit Kappa or WestRock. Potential customers or suppliers could also defer entering into contracts with Smurfit Kappa, WestRock, or, following Completion, Smurfit WestRock, each as a result of uncertainty relating to the Combination. In addition, in an effort to complete the Combination, Smurfit Kappa and WestRock have expended, and will continue to expend, significant management resources on matters relating to the Combination, which are being diverted from their day-to-day operations, and significant demands are being, and will continue to be, placed on the managerial, operational and financial personnel and systems of Smurfit Kappa and WestRock in connection with efforts to complete the Combination.

Upon Completion, certain change-of-control rights under agreements will or may be triggered, which may result in third parties terminating or altering existing contracts or relationships with Smurfit Kappa and WestRock or, following Completion, Smurfit WestRock.

Smurfit Kappa and WestRock have contracts with customers, suppliers, vendors, distributors, landlords, lenders, licensors and other business partners, which will or may require Smurfit Kappa and WestRock to obtain consents from these other parties in connection with the Combination. If these consents cannot be obtained, the counterparties to these contracts may have the ability to terminate, reduce the scope of or otherwise seek to vary the terms of their relationships or the terms of such contracts with either or both parties in anticipation of the Combination, or with Smurfit WestRock following Completion. The pursuit

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of such rights may result in Smurfit Kappa, WestRock, or, following Completion, Smurfit WestRock suffering a loss of potential future revenue, incurring liabilities in connection with breaches of agreements or losing rights that are material to their respective businesses. Any such disruptions could limit Smurfit WestRock’s ability to achieve the anticipated benefits of the Combination. The material adverse effect of such disruptions could also be exacerbated by a delay in Completion.

Each of Smurfit Kappa and WestRock and, following Completion, Smurfit WestRock may have difficulty attracting, motivating and retaining executives and other employees in light of the Combination.

The success of the Combination will depend in part on Smurfit WestRock’s ability to retain the talents and dedication of key employees currently employed by Smurfit Kappa and WestRock. It is possible that these employees may decide not to remain with Smurfit Kappa or WestRock, as applicable, while the Combination is pending or with Smurfit WestRock after the Combination is completed. If key employees terminate their employment, or if an insufficient number of employees is retained to maintain effective operations, Smurfit WestRock’s business activities may be materially adversely affected and management’s attention may be diverted from successfully integrating Smurfit Kappa and WestRock to hiring suitable replacements, which may cause Smurfit WestRock’s business to suffer. In addition, Smurfit Kappa and WestRock and, following Completion, Smurfit WestRock may not be able to locate suitable replacements for any key employees who leave, or offer employment to potential replacements on reasonable terms. See also the risk factor entitled “Smurfit Kappa may not be able (whether due to increasing costs or otherwise) to attract, develop and retain suitably qualified employees as required for the business” below.

WestRock may not have discovered certain liabilities or other matters related to Smurfit Kappa and Smurfit Kappa may not have discovered certain liabilities or other matters related to WestRock, which may materially adversely affect the future financial performance of Smurfit WestRock.

In the course of the due diligence review that each of Smurfit Kappa and WestRock conducted prior to the execution of the Transaction Agreement, Smurfit Kappa and WestRock may not have discovered, or may have been unable to properly quantify, certain liabilities of the other party or other factors that may have a material adverse effect on the business, results of operations, financial condition and/or prospects of Smurfit WestRock after Completion or on the value of the Smurfit WestRock Shares after Completion, and neither Smurfit Kappa Shareholders nor WestRock Stockholders will be indemnified or otherwise compensated for any of these liabilities or other adverse effects resulting from other factors. These liabilities or other facts could include, but are not limited to, those described in the sections of this proxy statement/​prospectus entitled “Risks Relating to Smurfit Kappa’s Business” and “Risks Relating to WestRock’s Business”.

The opinions of WestRock’s financial advisors do not reflect changes in circumstances that may occur between the signing of the Transaction Agreement and Completion.

Consistent with market practice, the WestRock Board has not obtained updated opinions from its financial advisors as of the date of this proxy statement/prospectus and does not expect to receive updated, revised or reaffirmed opinions prior to Completion. Changes in the operations and prospects of Smurfit Kappa and WestRock, general market and economic conditions and other factors that may be beyond the control of Smurfit Kappa and WestRock, and on which WestRock’s financial advisors’ opinions are based, may significantly alter the value of Smurfit Kappa and WestRock or the market price of Smurfit Kappa Shares and WestRock Stock by the time of Completion. The opinions do not speak as of the time of Completion or as of any date other than the date of the opinions. Because WestRock’s financial advisors will not be updating their opinions, the opinions will not address the fairness of the Merger Consideration from a financial point of view at the time of Completion. The WestRock Board’s recommendation that WestRock shareholders vote “FOR” the Transaction Proposal, however, is made as of the date of this proxy statement/prospectus. For a description of the opinions that the WestRock Board received from its financial advisors, see the section of this proxy statement/prospectus entitled “The Combination — Opinions of WestRock’s Financial Advisors.”

Smurfit WestRock’s estimates and judgments related to the identification and valuation of acquired assets and liabilities and the allocation of purchase price related to the Merger may be inaccurate.

The identification and valuation of acquired assets and liabilities and the allocation of the purchase price to identified assets and liabilities acquired in the Merger in accordance with U.S. GAAP will involve

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the exercise of significant accounting judgments and the development of significant estimates. Smurfit WestRock’s business, results of operations, financial condition and/or prospects could be materially adversely impacted in future periods if the accounting judgments and estimates prove to be inaccurate.

Each of Smurfit Kappa and WestRock will incur substantial fees and costs in connection with the Combination, regardless of whether the Combination is completed, and will incur integration costs, and these fees and costs may be greater than anticipated.

Smurfit Kappa and WestRock have incurred and expect to incur a number of non-recurring costs associated with the Combination. These costs and expenses include fees paid to financial, legal and accounting advisors, facilities and systems consolidation costs, severance and other potential employment-related costs, filing fees, printing expenses and other related charges, as well as costs relating to the refinancing, modification or assumption of Smurfit Kappa’s and WestRock’s existing debt. Certain of these costs have already been incurred or are otherwise payable by Smurfit Kappa and WestRock regardless of whether or not the Combination is completed, and may be greater than either party anticipated. There are also a large number of processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the Combination and the integration of the Smurfit Kappa and WestRock businesses. While both Smurfit Kappa and WestRock have assumed that a certain level of expenses will be incurred in connection with the Combination, there are many factors beyond their control that could affect the total amount or the timing of the integration and implementation expenses.

There may also be significant additional, unanticipated costs and charges in connection with the Combination that Smurfit WestRock may not recoup. These costs and expenses could reduce the realization of efficiencies, strategic benefits and additional income Smurfit WestRock expects to achieve from the Combination. Although Smurfit Kappa and WestRock expect that these benefits will offset the Combination expenses and implementation costs over time, this net benefit may not be achieved in the near term or at all.

Risks Relating to Smurfit WestRock Following the Combination

Smurfit WestRock may not realize all of the benefits of the Combination or such benefits may take longer than anticipated or may be lower than estimated.

Smurfit Kappa and WestRock have entered into the Transaction Agreement because they believe that the Combination will be beneficial to their respective companies and shareholders or stockholders, and that combining the businesses of Smurfit Kappa and WestRock will produce benefits and run-rate synergies. Smurfit WestRock is targeting annual pre-tax run-rate synergies in excess of $400 million by the end of the first full year post-Completion, owing to integration benefits, procurement leverage and administrative and overhead rationalization. In addition, Smurfit WestRock expects to achieve the anticipated benefits and run-rate synergies without adversely affecting current revenues and investments in future growth. However, if Smurfit WestRock is not able to successfully combine the businesses of Smurfit Kappa and WestRock in an efficient and effective manner, the anticipated benefits, and run-rate synergies of the Combination may not be realized fully or at all, may take longer to realize or the costs of achieving the benefits and run-rate synergies may be more than expected. Any such risks may result in Smurfit WestRock’s operating costs being greater than anticipated and may reduce the net benefits of the Combination. In addition, there may be some negative impacts on the business of Smurfit WestRock as a result of the Combination, and the value of the Smurfit WestRock Shares may be materially adversely affected.

Smurfit WestRock may fail to successfully integrate Smurfit Kappa and WestRock, including their individual cultures and philosophies.

Historically, Smurfit Kappa and WestRock have operated as independent companies, and they will continue to do so until Completion. There can be no assurance that their businesses can be integrated successfully. It is possible that the integration process could result in the loss of key Smurfit Kappa or WestRock employees, the loss of customers, the disruption of either or both companies’ ongoing businesses, unexpected integration issues, higher than expected integration costs or an overall post-Completion integration process that takes longer than originally anticipated. Specifically, the following issues, among

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others, must be addressed in integrating the operations of Smurfit Kappa and WestRock in order to realize the anticipated benefits of the Combination:

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combining the businesses of Smurfit Kappa and WestRock and meeting Smurfit WestRock’s capital requirements in a manner that permits Smurfit WestRock to achieve the run-rate synergies expected to result from the Combination, the failure of which would result in the anticipated benefits of the Combination not being realized in the time frame currently anticipated or at all;

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combining the companies’ operations and corporate functions;

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integrating and unifying the offerings and services available to customers;

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identifying and eliminating redundant and underperforming functions and assets;

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reaching the potential from cross-selling corrugated and consumer-packaging products;

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harmonizing the companies’ operating practices, employee development and compensation programs, internal controls and other policies, procedures and processes;

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maintaining existing agreements with customers and suppliers and avoiding delays in entering into new agreements with prospective customers and suppliers;

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addressing possible differences in business backgrounds, corporate cultures and management philosophies;

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consolidating the companies’ administrative and information technology infrastructures;

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coordinating distribution and marketing efforts;

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managing the movement of certain positions to different locations;

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coordinating geographically dispersed organizations; and

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effecting actions that may be required in connection with obtaining regulatory approvals.

In addition, at times the attention of certain members of either or both of the Smurfit Kappa and WestRock management teams and their respective resources will be focused on Completion and the integration of the businesses of the two companies and diverted from day-to-day business operations, which may disrupt each company’s ongoing business, as well as the business of Smurfit WestRock following Completion.

Smurfit WestRock will incur significant costs as a result of becoming subject to U.S. regulations and reporting requirements, which will place significant demands on its management team, financial controls and reporting systems, and require a substantial amount of management time. This may materially adversely affect the operating results of Smurfit WestRock in the future.

There are a large number of processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the Combination and significant demands will be placed on Smurfit WestRock’s managerial, operational and financial personnel and systems. The future operating results of Smurfit WestRock may be affected by the ability of its officers and key employees to manage changing business conditions and to implement, expand and revise its operational and financial controls and reporting systems in response to the Combination. For example, while WestRock prepares its financial statements in accordance with U.S. GAAP, Smurfit Kappa has historically prepared its financial statements in accordance with IFRS EU and Smurfit WestRock intends to prepare its financial statements in accordance with U.S. GAAP following the Combination. The revisions required to consolidate the financial reporting system of the Combined Group and to switch the reporting system from IFRS EU to U.S. GAAP will place demands on Smurfit WestRock’s financial controls and reporting systems following Completion and may continue to place demands in the future.

Furthermore, Smurfit WestRock will be required to comply with securities laws and other laws and regulations applicable in both the United States and the United Kingdom. It is expected that the applicable rules and regulations will result in considerable legal and financial compliance costs.

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Smurfit WestRock will be required to comply with the Sarbanes-Oxley Act and may incur significant costs and devote substantial management time towards developing and maintaining adequate internal controls, which may materially adversely affect the operating results of Smurfit WestRock in the future.

In addition to complying with securities laws and other laws and regulations applicable in both the United States and the United Kingdom, Smurfit WestRock will be required to comply with the application of the Sarbanes-Oxley Act, as well as revise its internal control systems pursuant to U.S. regulations. It is expected that the applicable rules and regulations will result in considerable legal and financial compliance costs.

Smurfit WestRock’s management will be responsible for establishing, maintaining and reporting on its internal controls over financial reporting and disclosure controls and procedures to comply with applicable requirements, including the reporting requirements of the Sarbanes-Oxley Act. These internal controls will be designed by management to achieve the objective of providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes and in accordance with U.S. GAAP. Smurfit WestRock will continue to develop and refine its disclosure controls and procedures and its internal control over financial reporting. However, Smurfit WestRock has not yet assessed its internal controls over financial reporting for the purposes of complying with Section 404 of the Sarbanes-Oxley Act and will only be required to do so beginning with the fiscal year ending December 31, 2025. Material weaknesses in Smurfit WestRock’s internal control over financial reporting may be discovered in the future.

Smurfit Kappa and WestRock have throughout the years undertaken various projects relating to information technology infrastructure. For example, in the fourth quarter of fiscal 2022, WestRock launched a multi-year phased business systems transformation project to replace much of its existing disparate systems and transition them to a standardized enterprise resource planning system on a cloud-based platform, as well as a suite of other complementing technologies, across its organization. As part of integration planning initiatives, the parties are reviewing and evaluating their respective business systems and the system strategies and alternatives for Smurfit WestRock post-Combination, including with respect to the business systems transformation project. Accordingly, the impact of the Combination on the business systems transformation project is not yet determinable. However, the implementation of such a business system would be a major undertaking for Smurfit WestRock and would require substantial time and attention of management and key employees. Following Completion, the effectiveness of internal control over financial reporting at Smurfit WestRock could be adversely affected if any such system was not successfully implemented or if data governance risks prior to or during such implementation were not effectively managed.

If Smurfit WestRock fails to achieve and maintain effective internal control over financial reporting, it could suffer material misstatements in its consolidated financial statements, fail to meet its reporting obligations or fail to prevent fraud, which may cause investors to lose confidence in its reported financial information and subject Smurfit WestRock to potential delisting from the NYSE and/or the LSE, regulatory investigations and civil or criminal sanctions.

The unaudited condensed pro forma combined financial information included in this document may not reflect the actual financial condition and results of operations of Smurfit WestRock after Completion.

This proxy statement/prospectus includes unaudited condensed pro forma combined financial information for Smurfit WestRock, which give effect to the Combination and the Financing and should be read in conjunction with the financial statements and accompanying notes of each of Smurfit WestRock, Smurfit Kappa and WestRock, which are included or incorporated by reference in this proxy statement/​prospectus. The unaudited condensed pro forma combined financial information is presented for informational purposes only and are not necessarily indicative of what Smurfit WestRock’s actual financial condition or results of operations would have been had the Combination and the Financing been completed on the dates indicated. The unaudited condensed pro forma combined financial information is based on various adjustments, assumptions and preliminary estimates; and may not be an indication of Smurfit WestRock’s financial condition or results of operations. The actual financial condition and results of operations of Smurfit WestRock following the Combination, the Financing and completion of the integration of the Smurfit Kappa and WestRock businesses may not be consistent with, or evident from, this unaudited

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condensed pro forma combined financial information. In addition, the assumptions used in preparing the unaudited condensed pro forma combined financial information may not be realized, and other factors may affect Smurfit WestRock’s financial condition or results of operations. Accordingly, Smurfit WestRock’s business, results of operations and financial condition may differ significantly from those indicated by the unaudited condensed pro forma combined financial information included in this proxy statement/prospectus. For more information, see the section of this proxy statement/prospectus entitled “Unaudited Condensed Pro Forma Combined Financial Information”.

The Combination will increase Smurfit Kappa’s current exposure to the North American market, WestRock’s current exposure to the European and certain other international markets, and therefore Smurfit WestRock’s current exposure to international markets generally.

Smurfit Kappa is currently one of the leading integrated corrugated packaging companies in Europe, with a large-scale pan-regional presence in the Americas, in particular in Latin America. WestRock is a multinational provider of sustainable fiber-based paper and packaging solutions with operations in North America, South America, Europe, Asia and Australia. While each have international businesses already, combining Smurfit Kappa with WestRock will deliver a business providing greater exposure to North America compared to Smurfit Kappa’s existing business, and greater exposure to the European and certain other international markets compared to WestRock’s existing business. Such increased exposure will mean that Smurfit WestRock Shareholders who were previously shareholders or stockholders of Smurfit Kappa or WestRock may be more likely to be adversely affected by certain factors relative to Smurfit Kappa and WestRock’s current levels of exposure, including, among other things, downturns, deteriorating economic conditions, negative trends or fluctuations or uncertainties in the American, European, African, Asian and Australian markets generally.

Adverse credit and financial market events and conditions could, among other things, impede access to or increase the cost of financing, which could have a material adverse impact on Smurfit Kappa’s and WestRock’s, and therefore Smurfit WestRock’s business, results of operations, financial condition and/or prospects.

Each of Smurfit Kappa and WestRock rely, and Smurfit WestRock expects to rely, on access to the credit and capital markets to finance its operations and refinance existing indebtedness.

The debt of the Combined Group of Smurfit WestRock could have important negative consequences. For example, it could (i) require Smurfit WestRock to dedicate a large portion of its cash flow from operations to service debt and fund repayments on its debt, thereby reducing the availability of its cash flow to fund working capital, capital expenditures and other general corporate purposes, (ii) increase Smurfit WestRock’s vulnerability to adverse general economic, industry or competitive conditions, (iii) limit Smurfit WestRock’s flexibility in planning for, or reacting to, changes in its business or the industry in which it operates, (iv) limit Smurfit WestRock’s ability to raise additional debt or equity capital in the future, (v) restrict Smurfit WestRock from making strategic acquisitions or exploiting business opportunities, and/or (vi) place Smurfit WestRock at a competitive disadvantage compared to its competitors that have less debt.

In recent years, global financial markets have experienced periods of disruption. Any turbulence in the United States or international financial markets or economies could adversely impact Smurfit WestRock’s ability to replace or refinance indebtedness as it comes due on terms that are acceptable to Smurfit WestRock or at all.

The costs and availability of financing from the credit and capital markets will be dependent on Smurfit WestRock’s credit ratings. Smurfit Kappa’s and WestRock’s debt securities currently have investment grade ratings. Smurfit Kappa is rated BBB- by Standard & Poor’s Global Ratings (“S&P”), Baa3 by Moody’s Investors Service, Inc. (“Moody’s”) and BBB- by Fitch Ratings Inc. (“Fitch”). WestRock is rated BBB by S&P and Baa2 by Moody’s. Any rating, outlook or watch assigned to such debt securities could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgement, current or future circumstances change relating to the basis of the rating, outlook or watch, such as adverse changes to the combined company’s business. Any failure of Smurfit WestRock to maintain investment grade credit ratings could adversely affect its future cost of funding, liquidity or access to capital markets.

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Changes in existing financial accounting standards or practices may have a material adverse effect on Smurfit WestRock’s business, results of operations, financial condition and/or prospects.

Changes in existing accounting rules or practices, new accounting pronouncements or rules or varying interpretations of current accounting pronouncements could have a material adverse effect on Smurfit WestRock’s business, results of operations, financial conditions and/or prospects, or the manner in which it conducts its business. Further, such changes could potentially affect Smurfit WestRock’s reporting of transactions completed before such changes are effective.

U.S. GAAP is subject to interpretation by the Financial Accounting Standards Board, the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a material adverse effect on Smurfit WestRock’s business, results of operations, financial conditions and/or prospects, and could affect the reporting of transactions completed before the announcement of a change.

Risks Relating to Smurfit Kappa’s Business

Set forth below are risk factors relating to Smurfit Kappa’s current business as a stand-alone company. Smurfit WestRock expects that, following the consummation of the Combination, most, if not all, of these same risk factors will continue to impact the business of Smurfit WestRock.

Smurfit Kappa, as a leading global manufacturing business, has been, and may be in the future, materially adversely affected by factors that are beyond its control, such as economic and financial market conditions, geopolitical conflicts and other social and political unrest or change.

The industry in which Smurfit Kappa operates is affected by economic conditions in its markets, including changes in national, regional and local unemployment levels, certain customer inventory rebalancing, shifts in consumer spending patterns, deteriorating macroeconomic conditions, related supply demand dynamics, inflation, deflation, counterparty risk, insurance carrier risk, rising interest rates, rising commodity prices, currency exchange rate fluctuations, credit availability and business and consumer confidence.

Disruptions in the overall economy, volatility in the financial markets, geopolitical conflicts and other social and political unrest or change could reduce consumer confidence and negatively affect consumer spending, which could have a material adverse effect on Smurfit Kappa’s business, results of operations, financial conditions and/or prospects. For example, the global COVID-19 pandemic increased unemployment and reduced the financial capacity of businesses and consumers in the markets in which Smurfit Kappa operates. See also the risk factor entitled “Smurfit Kappa’s earnings are highly dependent on demand.”

The outlook for the global economy in the near- to medium-term remains uncertain and Smurfit Kappa is unable to predict the timing or rate at which economic conditions in its markets may recover. If the economic climate were to deteriorate, for example as a result of geopolitical events (such as the Russian invasion of Ukraine or the conflict in the Middle East) or uncertainty, trade tensions and/or a pandemic, it could result in an economic slowdown which, if sustained over any significant length of time, could have a material adverse effect on Smurfit Kappa’s business, results of operations, financial condition and/or prospects. In addition, changes in trade policy, including renegotiating or potentially terminating, existing bilateral or multilateral agreements, as well as the imposition of tariffs, could impact demand for Smurfit Kappa’s products and the costs associated with certain of its capital investments.

Smurfit Kappa also cannot predict the timing or duration of any other downturn in the economy that may occur in the future. In addition, changes to or withdrawals from free trade agreements and the implementation of tariffs, border taxes or other measures that can limit international trade may have a negative impact on manufacturing and production levels of businesses and customers in the markets in which Smurfit Kappa operates, which may in turn decrease demand for Smurfit Kappa’s products.

Any of these effects of COVID-19, the conflict in the Middle East, the Russian invasion of Ukraine or other market disruptions that Smurfit Kappa cannot anticipate, may contribute to instability in global financial and foreign exchange markets, including volatility in the value of Smurfit Kappa’s operating and functional currencies. These effects may also hinder continued availability of financing from Smurfit Kappa’s

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current lenders, may have a material adverse effect on their businesses, results of operations, financial condition and/or prospects and may negatively impact the value of the Smurfit Kappa Shares.

Extraordinary events may significantly impact Smurfit Kappa’s business.

The ability to service customers without interruption is essential to Smurfit Kappa’s operations. Contingency plans are required to continue or recover operations following a disruption or incident. Such incidents may include (i) the loss or insolvency of a major distributor, (ii) repeated or prolonged government shutdowns or similar events, (iii) war (including acts of terrorism or hostilities which impact Smurfit Kappa’s markets), including the conflicts in Russia/Ukraine and the Middle East, (iv) natural or man-made disasters, (v) pandemics, such as COVID-19, (vi) water shortages, (vii) cybersecurity, IT or privacy-related incidents or (viii) severe weather conditions affecting Smurfit Kappa’s operations or the paper and packaging industry generally. Inability to restore or replace critical capacity to an agreed level within an agreed time frame would prolong the impact of such disruption or incident and could lead to, among other things, negative publicity and reputational damage and could have a material adverse effect on Smurfit Kappa’s business, reputation, results of operations, financial condition and/or prospects.

Smurfit Kappa has independent, third-party distributors, the loss of which could have an adverse effect on Smurfit Kappa’s business, reputation, results of operations, financial condition and/or prospects.

Government shutdowns can have a material adverse effect on operations or cash flows by disrupting or delaying new product launches, renewals of registrations for existing products and receipt of import or export licenses for raw materials or products.

War (including acts of terrorism or hostilities), natural or man-made disasters, water shortages or severe weather conditions affecting the paper and packaging industry can cause a downturn in the business of Smurfit Kappa’s customers, which in turn can have a material adverse effect on Smurfit Kappa’s business, results of operations, financial condition and/or prospects. Hurricanes or other severe weather events impacting the local markets could materially and adversely affect Smurfit Kappa’s ability to obtain raw materials at reasonable cost, or at all, and could adversely affect Smurfit Kappa’s business. The health and safety of Smurfit Kappa’s colleagues in local markets could be harmed by the detrimental effects of natural and man-made disasters, which could have a material adverse effect on its business, reputation, results of operations, financial condition and/or prospects.

Smurfit Kappa may be adversely affected by uncertainty, downturns, actions taken by competitors (such as the addition of new capacity) or other changes in the paper and packaging industry; in addition, the cyclical nature of the paper and packaging industry could result in overcapacity and consequently threaten Smurfit Kappa’s pricing structure.

Smurfit Kappa is highly dependent on the paper and packaging industry. Smurfit Kappa could therefore be materially adversely affected by negative developments, uncertainty, downturns and changes in the paper and packaging industry as a whole or in part, as well as by the addition of new capacity by its competitors. A lack of investor confidence in the paper and packaging industry could also have a negative impact on Smurfit Kappa’s financial performance.

Smurfit Kappa’s operating results are impacted by the paper and packaging industry’s historical cyclical pattern. This cyclicality arises, in part, from the capital intensity of facilities such as paper mills (which generally continue production as long as paper prices are sufficient to cover their marginal costs), the lead time between the planning and completion of a new mill and the fact that new additions of containerboard and paperboard capacity tend to be large relative to the overall demand for the product. In addition, there is the potential to convert certain machines into containerboard machines, which may contribute to overcapacity. Consequently, the industry has from time-to-time experienced periods of substantial overcapacity and there can be no assurance that this will not reoccur.

In the absence of sufficient economic growth to generate increased demand or the closure of facilities (either temporarily or permanently) to mitigate the effect, new capacity can cause a period of regional overcapacity which may lead to downward pricing pressure. For example, the normalization of European markets after COVID-19, together with associated economic difficulties, led to decreased e-commerce volumes

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which, combined with the uncertainties relating to prices and costs caused by international geopolitical instability and the wars in Ukraine and the Middle East, caused demand across Europe from the middle of 2022 to the present to decrease. This lowered demand has resulted in industry-wide downtime.

These adverse effects could be further exacerbated if producers in other regions (particularly the United States and China) experience overcapacity within their own local and regional markets and seek to increase their levels of exports into those markets within which Smurfit Kappa operates, and do so at lower pricing levels. The effect of such activity would be to depress prices for Smurfit Kappa’s products and could materially adversely affect Smurfit Kappa’s selling prices and profitability.

Interruptions in any of Smurfit Kappa’s facilities (in particular its key mills) for any significant length of time could have a material adverse effect on Smurfit Kappa’s business, results of operations, financial condition and/or prospects.

Smurfit Kappa has 23 mills in Europe, eight of which have the capacity to produce in excess of 400,000 tonnes of paper and board each, compared with Smurfit Kappa’s overall capacity of just over eight million tonnes. Smurfit Kappa’s kraftliner mill in Piteå, Sweden is responsible for approximately 720,000 tonnes of capacity, and Smurfit Kappa’s other two kraftliner mills (located in Facture, France and Nettingsdorfer, Austria) are responsible for approximately 575,000 tonnes and 460,000 tonnes of capacity, respectively. The other five mills, Reparenco and Roermond in the Netherlands, Hoya and Zülpich in Germany and Verzuolo in Italy produce recycled containerboard and other paper and have capacities of approximately 615,000 tonnes, 650,000 tonnes, 430,000 tonnes, 520,000 tonnes and 500,000 tonnes, respectively. These eight mills, and Piteå in particular, represent a substantial amount of Smurfit Kappa’s paper and board production. Each is an important part of the business (with Piteå being a critical part of Smurfit Kappa’s business). Smurfit Kappa has 12 mills in the Americas, none of which produce more than 400,000 tonnes.

If operations at any of these key mills were interrupted for any significant length of time, either because of natural disaster (such as flooding or fire), man-made disruptions (such as labor strikes or cyber-attacks), failure to obtain raw materials or interruptions in the delivery of raw materials or other manufacturing inputs, government regulations, or any other reason, it could have a material adverse effect on Smurfit Kappa’s business, results of operations, financial condition and/or prospects.

Price fluctuations in, or shortages in the availability of, energy, transportation and raw materials could materially adversely affect Smurfit Kappa’s business.

Smurfit Kappa’s margins are significantly affected by the prices that it is able to charge for its products and the costs of the raw materials Smurfit Kappa requires to make these products. In total, raw materials accounted for approximately 40% of Smurfit Kappa’s cost of goods sold for the fiscal year ended December 31, 2023. Smurfit Kappa’s primary raw materials are recovered fiber, particularly old corrugated containers (“OCC”), and wood fiber. The prices for these raw materials tend to be volatile, and price fluctuations affect Smurfit Kappa’s margins. For example, inflationary pressures in calendar year 2021 and the earlier part of calendar year 2022 resulted in a significant increase in the price of raw materials, and recovered fiber in particular, which put adverse pressure on Smurfit Kappa’s margins. By contrast, towards the end of 2022 and during the early part of 2023, recovered fiber prices dropped significantly.

OCC and wood fiber are used in the manufacture of paper-based packaging products and are purchased in increasingly competitive, price-sensitive markets. OCC prices are based on market prices that have historically exhibited price and demand cyclicality and significant price volatility over short periods and may do so again in the future. In particular, the price of OCC depends on a variety of factors over which Smurfit Kappa has no control, including demand from outside Smurfit Kappa’s countries of operation, environmental and conservation regulations, natural disasters and weather. For example, despite Smurfit Kappa owning its own recycling depots to independently source OCC supplies, from a price perspective, OCC prices are linked to official reference prices in Europe and are therefore based on market prices. Historically, these market prices have exhibited significant price volatility. Prices of wood fiber are also impacted by many of these factors. A decrease in the supply of such raw materials has caused, and any such decrease in the future can be expected to cause, higher costs. In addition, the increase in demand for products manufactured, in whole or in part, from OCC has in the past caused an occasional supply or demand imbalance in the market for OCC. It may also cause a significant increase in the cost of wood fiber

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used in the manufacture of recycled containerboard and related products. Asian purchasers have been in the OCC market for a number of years and have become material purchasers in the sector due to significant ongoing expansion of their recycled containerboard mills capacity. The effect of this has been to create volatility with respect to the price of OCC. Smurfit Kappa’s raw material costs are likely to continue to fluctuate based upon supply and demand characteristics.

In response to growing pressure from increased environmental awareness and the need to comply with environmental emission targets, a number of northern European governments have sought to encourage the use of wood for energy generation purposes through the use of subsidies. These policies create a new source of demand for wood. This has the effect of increasing the price of wood fiber and consequently the cost of Smurfit Kappa’s raw materials for the production of kraftliner. If this trend continues or grows, this could lead to further raw material price increases and could have a material adverse effect on Smurfit Kappa’s margins.

Many of Smurfit Kappa’s customer contracts contain price adjustment clauses, allowing Smurfit Kappa to pass increased costs on to Smurfit Kappa’s customers. However, not all of Smurfit Kappa’s agreements contain these clauses and these clauses may not in all cases be effective to offset Smurfit Kappa’s increased costs. Where Smurfit Kappa is able to raise prices, there is generally a three- to six-month lag between the time of Smurfit Kappa’s raw material prices increase and the time Smurfit Kappa realizes increased pricing from its customers.

Smurfit Kappa’s production processes are energy intensive. Energy costs, including water costs, represented 10% of Smurfit Kappa’s cost of goods sold for the fiscal year ended December 31, 2023. Energy prices, in particular natural gas, electricity, oil and coal, have fluctuated significantly. For example, the price of natural gas consumed by Smurfit Kappa’s manufacturing operations increased significantly between early 2022 and the third quarter of 2022, before then starting to decline (with a corresponding effect on Smurfit Kappa’s production costs). If energy prices increase in the future, this would increase Smurfit Kappa’s production costs, which could consequently have a material adverse effect on Smurfit Kappa’s profitability.

Energy prices and compliance with the EU Emission Trading Scheme (the “EU ETS”) Directive could significantly increase Smurfit Kappa’s energy costs, given Smurfit Kappa’s significant operational footprint in Europe. The EU ETS uses a cap and trade system where a cap is set on the total amount of certain greenhouse gases that can be emitted by installations subject to the system, such as Smurfit Kappa’s paper and board mills that operate in the European Union. Installations exceeding their annual emissions allowances can buy or receive emissions allowances on the market to comply with EU ETS requirements. Over time, the cap is reduced so total emissions fall and installations that do not have enough allowances to cover emissions need to buy additional emission allowances or they are subject to a fine. Smurfit Kappa’s European paper and board mills located within the European Union are subject to the EU ETS. To date, the collective CO2 allocations granted to Smurfit Kappa’s mills have exceeded Smurfit Kappa’s annual CO2 emissions. The current EU ETS for the period from 2021 to 2030 is expected to reverse the excess position over time. The paper industry has been granted status as a so-called “carbon leakage” sector and therefore Smurfit Kappa’s paper and board mills that operate within the European Union receive a portion of CO2 emission certificates for free. While these certificates are currently granted for free, there is considerable risk that in the future Smurfit Kappa’s energy costs will significantly increase if the cap is lowered or if certificates are no longer provided free of cost, and that such increased energy costs will not be recovered through higher prices for Smurfit Kappa’s end products.

Smurfit Kappa distributes its products primarily by truck, rail and sea. The reduced availability of trucks, rail cars or cargo ships, including as a result of labor shortages in the transportation industry, could adversely impact Smurfit Kappa’s ability to distribute its products in a timely or cost-effective manner. Higher transportation costs could make Smurfit Kappa’s products less competitive compared to similar or alternative products offered by competitors.

The failure to obtain raw materials, energy or transportation services at reasonable market prices (or the failure to pass on price increases to customers) or a reduction in the availability of raw materials, energy or transportation services due to increased demand, significant changes in climate or weather conditions or other factors could have a material adverse effect on Smurfit Kappa’s business, results of operations, financial condition and/or prospects.

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Smurfit Kappa is subject to cybersecurity risks that threaten the confidentiality, integrity and availability of data in its systems, and could result in disruptions to its operations.

Cybersecurity breaches could compromise Smurfit Kappa’s information technology or data and expose Smurfit Kappa to liability, which would cause Smurfit Kappa’s business and reputation to suffer. In the ordinary course of Smurfit Kappa’s business, Smurfit Kappa collects and stores sensitive data, including intellectual property, Smurfit Kappa’s proprietary business information and that of its customers, suppliers and business partners, and personally identifiable information of its customers and employees, in its information technology. Smurfit Kappa also collects and stores limited, non-sensitive customer personally identifiable information. The secure processing, maintenance and transmission of this information is critical to Smurfit Kappa’s operations.

Despite security measures, Smurfit Kappa’s information technology, and that of Smurfit Kappa’s third-party providers and business partners, is subject to recurring attempts by third parties to access information, manipulate data or disrupt operations. Information technology that Smurfit Kappa, third-party providers and business partners use may be vulnerable to cyber-attacks or outages by common hackers, criminal groups, nation-state organizations or social activist organizations (which efforts may increase as a result of geopolitical events and political and social unrest or instability around the world) due to insider threat, malfeasance or other disruptions, such as cyber-attacks, power outages, telecommunication or utility failures, systems failures, service provider failures, natural disasters or other catastrophic events. Any such breach could compromise Smurfit Kappa’s information technology and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings and regulatory penalties. Any such outage could disrupt or temporarily halt Smurfit Kappa’s operations resulting in reduced productivity, staff downtime, legal claims or proceedings and increased insurance premiums, as well as additional costs for attempting to recover lost information, equipment or data, and could damage its reputation, which could have a material adverse effect on Smurfit Kappa’s business, results of operations, financial condition and/or prospects.

Smurfit Kappa may also face challenges and risks during integration of acquired businesses and operations, as Smurfit Kappa and the acquired businesses and operations may face increased targeted attempts during this busy period. Smurfit Kappa maintains plans and processes to prevent or mitigate the impact of these events; however, these events could nonetheless result in disruptions and damage or could result in cyber-attacks or outages by common hackers, criminal groups, nation-state organizations or social activist organizations.

Smurfit Kappa faces challenges associated with ESG matters, including climate change and scarce resources, which could have a significant impact on Smurfit Kappa’s reputation, business, results of operations, financial condition and/or prospects.

Climate change is one of the greatest challenges facing society today and against this backdrop, Smurfit Kappa’s stakeholders are looking for Smurfit Kappa to provide low-carbon packaging solutions. Smurfit Kappa has identified multiple ways in which climate change could impact Smurfit Kappa’s business operations, including through extreme weather patterns that may affect Smurfit Kappa’s operations and supply chain. In addition, Smurfit Kappa’s raw materials are dependent on the maintenance of healthy forests, which could be impacted by drought, flooding and local restrictions on water usage. Unpredictable weather patterns or extended periods of severe weather may also result in supply chain disruptions and increased material costs. Moreover, the ability of Smurfit Kappa to harvest the virgin fiber used in its manufacturing operations may be limited, and prices for this raw material may fluctuate, during prolonged periods of heavy rain or drought or during tree disease or insect epidemics or other environmental conditions that may be caused by variations in climate conditions.

Smurfit Kappa recognizes the significant impacts of climate change and fully supports the EU Green Deal, the EU’s initiative to reach net zero emissions of greenhouse gases by 2050, and the need to maintain safeguards against carbon leakage, which is at risk of occurring if emission policies are not consistently applied globally in the energy-intensive paper manufacturing industry. However, the EU Green Deal could increase government regulation of greenhouse gas emissions, putting further limits on Smurfit Kappa’s paper manufacturing operations. See also the section of this proxy statement/prospectus entitled “Business Overview of Smurfit Kappa — Regulatory and Environmental Matters” and the risk factor entitled “Price fluctuations

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in, or shortages in the availability of, energy, transportation and raw materials could adversely affect Smurfit Kappa’s business” for a discussion of how Smurfit Kappa’s operations are currently regulated with regards to greenhouse gas emissions. Transitioning to a lower carbon economy focuses in part on preserving the environment by protecting ecosystems and biodiversity, reducing pollution, moving towards a circular economy and improving waste management. A circular economy encourages sustainable consumption and aims to prevent waste, in part by encouraging creation of lasting products that can be repaired, recycled and reused. This may result in a transition towards the use of materials that last longer than paper products and are more easily reused, such as glass, metal or plastic. As such, demand for paper packaging may decline, while demand for alternative packaging types may increase. In addition, in a transition to a lower carbon economy, activities that are not in line with this transition may be subject to higher costs and operational constraints, such as increased prices for certain fuels, including natural gas, the introduction of a carbon tax or government mandates to reduce greenhouse gas emissions and more stringent and/or complex environmental and other permitting requirements.

Smurfit Kappa’s stakeholders expect Smurfit Kappa to use sustainable raw materials efficiently and decrease its CO2 emissions, which may require a shift to renewable energy or lower carbon energy sources or increased energy efficiency, potentially at an increased cost. However, government incentives encouraging use of biomass for energy could lead to increased demand for biomass and higher raw material costs, putting Smurfit Kappa’s paper packaging business at a competitive disadvantage.

Increased focus and activism related to ESG matters may hinder Smurfit Kappa’s access to capital, as investors may reconsider their capital investment as a result of their assessment of Smurfit Kappa’s ESG practices. Customers, consumers, investors and other stakeholders are increasingly focusing on ESG issues, including climate change, water use, deforestation, plastic waste, health and welfare, chemical usage and other concerns. Changing customer preferences are resulting in, and may continue to result in increased demands for products that substitute for plastics and packaging materials, including single-use and non-recyclable plastic packaging, and other components of Smurfit Kappa’s products and their impact on health and environmental sustainability; a growing demand for natural, organic or non-toxic products and ingredients; or increased customer concerns or perceptions (whether accurate or inaccurate) regarding the effects of ingredients or substances present in certain products. These demands, perceptions and preferences could cause Smurfit Kappa to incur additional costs or to make changes to its operations to comply with such demands and customer preferences, and a delay in Smurfit Kappa’s response (or the failure to respond effectively) may lead to material adverse effects on its business, results of operations, financial condition and/or prospects, and recruitment and retention of the labor force that it needs. Further, there can be no assurance that environmental activist groups and similar organizations will not mount campaigns against Smurfit Kappa.

Concern over climate change or plastics and packaging materials may result in new or increased legal and regulatory requirements to reduce or mitigate impacts to the environment. Increased regulatory requirements, including in relation to various aspects of ESG (including disclosure requirements), may result in increased compliance costs or input costs of energy and raw materials, which may cause disruptions in the manufacture of Smurfit Kappa’s products or an increase in operating costs. These costs could have a material adverse effect on Smurfit Kappa’s results of operations and cash flows (see also the risk factor entitled “Smurfit Kappa is subject to a growing number of environmental and climate change laws and regulations, and the cost of compliance or the failure to comply with, and any liabilities under, current and future laws and regulations may negatively affect Smurfit Kappa’s business”). Smurfit Kappa has a number of sustainability targets which are important to many stakeholders including investors and customers, these targets also form part of management incentives and the Group’s cost of funding through its Revolving Credit Facility, which is sustainability-linked. These targets are reported against on an annual basis via both Smurfit Kappa’s Annual Report and its Sustainable Development Report. Failure to meet these targets could result in negative publicity and reputational damage and could have a material adverse effect on Smurfit Kappa’s business, reputation, results of operations, financial condition and/or prospects. See also the section entitled “Business Overview of Smurfit Kappa — Sustainability” for an overview on the relevant targets. If these targets or commitments are not achieved on their projected timelines or at all, or if they are perceived negatively, including the perception that they are not sufficiently robust or, conversely, are too costly, this would impact Smurfit Kappa’s reputation as well as its relationships with investors, customers and other stakeholders. Moreover, any failure to act responsibly with respect to ESG issues or to effectively

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respond to new, or changes in, legal or regulatory requirements concerning environmental or other ESG matters, or increased operating or manufacturing costs due to increased regulation could have a material adverse effect on Smurfit Kappa’s business, reputation, operating results, financial condition and/or prospects. In addition, Smurfit Kappa may also be adversely impacted as a result of conduct by contractors, customers or suppliers that fail to meet Smurfit Kappa’s or its stakeholders’ ESG standards.

Any of these risks could have a material adverse effect on Smurfit Kappa’s reputation, business, results of operations, financial condition and/or prospects. The cost of compliance with, and any liabilities under, current and future laws and regulations could also have a material adverse effect on Smurfit Kappa’s business, results of operations, financial condition and/or prospects.

Smurfit Kappa is subject to a growing number of environmental and climate change laws and regulations, and the cost of compliance or the failure to comply with, and any liabilities under, current and future laws and regulations may negatively affect Smurfit Kappa’s business.

Smurfit Kappa is subject to a wide range of international, national, state and local environmental, health and safety laws and regulations in the jurisdictions where it operates, including those governing the discharge of pollutants into the air and water, the use, storage and disposal of hazardous substances and wastes and the clean-up of contaminated properties. Smurfit Kappa could incur significant costs, including fines, penalties, civil and criminal sanctions, investigation and clean-up costs and third-party claims for property damage or personal injury, as a result of violations of or liabilities under environmental laws and regulations or otherwise.

These requirements are complex, frequently change and have tended to become more stringent and expansive in scope over time. For example, in Europe, the European Commission published its proposal for the revision of the Packaging and Packaging Waste Regulation (“PPWR”) on November 30, 2022. In March 2024, the European Parliament and the Council of Ministers reached a provisional agreement on this legislation. The text of the legislation positively includes exemptions for corrugated packaging. The final text still requires approval from the European Parliament and Council before it can enter into force. There can be no assurance that the costs of complying with such laws and regulations, or future environmental laws and regulations, will not increase, nor can there be assurance that the revenue generated from corrugated packaging will remain steady if corrugated packaging no longer complies with regulations and customers move to other materials. Such cost increases or adverse revenue impacts could have a negative impact on the results of Smurfit Kappa’s operations. For example, like other paper and board mill operators in Europe, Smurfit Kappa may incur significant additional costs in the future to comply with more stringent CO2 emissions allocation limits or other air emission requirements and these requirements are likely to continue to become more stringent in the future.

There can be no assurance that Smurfit Kappa will be in compliance with applicable environmental and health and safety requirements at all times, which may lead to the incurrence of material costs or liabilities in the future or impede Smurfit Kappa’s ability to obtain and maintain all licenses, consents or other permits necessary to operate its business. Similarly, there can be no assurance that Smurfit Kappa, WestRock or, following Completion, Smurfit WestRock will not experience an environmental spill or accident or discover or otherwise become liable for environmental contamination in the future on its existing properties (including such liability for contamination resulting from historical activities relating to properties or businesses that Smurfit Kappa has sold or acquired). Smurfit Kappa may incur significant expenditure in connection with the required remediation of past environmental conditions at both currently owned and formerly owned facilities.

Smurfit Kappa is exposed to significant competition in the containerboard and packaging industry.

Smurfit Kappa operates in a highly competitive and fragmented industry. The containerboard and packaging industry is characterized by a high level of price competition, as well as other competitive factors including innovation, design, quality and service. To the extent that any of Smurfit Kappa’s competitors are more successful with respect to any key competitive factor, Smurfit Kappa’s business, results of operations, financial condition and/or prospects could be materially adversely affected. Pricing pressure could arise from, among other things, limited demand growth in the market in question, price reductions by competitors, entry of new competitors into the markets in which Smurfit Kappa operates, the ability of competitors to

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capitalize on their economies of scale and create excess product supply, the ability of competitors to operate or successfully relocate or open production facilities in countries where productions costs are lower than those in which Smurfit Kappa operates and the introduction by Smurfit Kappa’s competitors of new products, technologies and equipment, including the use of artificial intelligence and machine learning solutions.

Smurfit Kappa’s continued growth depends on its ability to retain existing customers and attract new customers.

The future growth of Smurfit Kappa’s business depends on its ability to retain existing customers, attract new customers as well as getting existing customers and new customers to increase their volume commitments. Smurfit Kappa cannot assure potential investors that customers will continue to use its services or that it will be able to continue to attract new volumes at the same rate as it has in the past.

A customer’s use of Smurfit Kappa’s services may decrease for a variety of reasons, including the customer’s level of satisfaction with Smurfit Kappa’s products and services, the expansion of business to offer new products and services, the effectiveness of Smurfit Kappa’s support services, the pricing of Smurfit Kappa’s products and services, the pricing, range and quality of competing products or services, the effects of global economic conditions, regulatory limitations, trust, perception and interest in the paper and packaging industry and in Smurfit Kappa’s products and services. Furthermore, the complexity and costs associated with switching to a competitor may not be significant enough to prevent a customer from switching packaging providers.

Any failure by Smurfit Kappa to retain existing customers, attract new customers, and increase revenue from both new and existing customers could have a material adverse effect on its business, results of operations, financial condition and/or prospects. These efforts may require substantial financial expenditures, commitments of resources, developments of processes, and other investments and innovations.

A number of the industries in which Smurfit Kappa’s customers operate have experienced consolidation in the past and may continue to do so in the future. Such consolidation may affect Smurfit Kappa’s relations with its customers. In the past, when one of Smurfit Kappa’s customers has combined with another, Smurfit Kappa has on occasion lost business and there can be no assurance that this will not occur again in the future. Additionally, the ability of customers to exert pricing pressure on all suppliers, including Smurfit Kappa, has increased as their industries have consolidated and the customers have become larger. In the fiscal years ended December 31, 2021, December 31, 2022 and December 31, 2023, no single customer individually represented more than 2.5% of Smurfit Kappa’s net sales. However, Smurfit Kappa’s level of customer concentration may increase in the future. Such consolidation could have an adverse impact on Smurfit Kappa’s operations, financial condition and/or prospects.

The standardized nature of containerboard could result in downward pressure on Smurfit Kappa’s pricing and, as a consequence, lower earnings.

Standardization of containerboard has led to intensified price competition. This could lead to lower product prices as well as a reduction in Smurfit Kappa’s market share, both of which could reduce earnings and have a material adverse effect on Smurfit Kappa’s business, results of operations, financial condition and/or prospects. Smurfit Kappa’s business has in the past faced significant downward pricing pressure, including as a result of standardization in the markets in which Smurfit Kappa operates, most recently beginning in the third quarter of 2022 and continuing through to the first quarter of 2024. Smurfit Kappa is likely to continue to be exposed to such factors in the future. In circumstances where Smurfit Kappa is unable to adjust its cost base or achieve economies of scale comparable to competitors in these markets, pricing pressure could have a material adverse effect on Smurfit Kappa’s margins and the profitability of the relevant business and Smurfit Kappa’s market share.

Smurfit Kappa’s earnings are highly dependent on demand.

Because Smurfit Kappa’s operations generally have high fixed operating costs, and pricing movements can be triggered, at times, by imbalances between supply and demand, Smurfit Kappa’s earnings are highly dependent on demand, which tends to fluctuate due to macroeconomic conditions, dynamics in the markets Smurfit Kappa serves, and due to company- and customer-specific issues. Smurfit Kappa recently experienced lower demand due to factors such as, but not limited to, challenging macroeconomic conditions

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(including the rate and pace of inflation, which had a negative effect on the demand environment in 2023), certain customer inventory rebalancing and shifting consumer spending. These fluctuations at times lead to significant variability in Smurfit Kappa’s sales, results of operations, cash flow and financial condition and/or prospects, making it difficult to predict Smurfit Kappa’s financial results with certainty. This variability in performance due to fluctuations in demand may also cause the trading price of Smurfit Kappa Shares to be adversely affected.

The COVID-19 pandemic and resulting economic uncertainty affected Smurfit Kappa’s operational and financial performance to varying degrees. However, the extent of the impact of future public health crises, including a resurgence of COVID-19, or related containment measures and government responses, are highly uncertain and cannot be predicted, including as it relates to demand and volume.

Smurfit Kappa could be exposed to currency exchange rate fluctuation risks.

Smurfit Kappa has operations in a number of countries. As such, currency movements can have a number of direct and indirect impacts on Smurfit Kappa’s financial statements. Direct impacts include the translation of international operations’ local currency financial statements into U.S. dollars and the remeasurement impact associated with non-functional currency financial assets and liabilities. Indirect impacts include the change in competitiveness of imports into, and exports out of, the United States (and the impact on local currency pricing of products that are traded internationally).

Smurfit Kappa’s current exposure to currency exchange rate fluctuation arises mainly in relation to its operations in the Eurozone. These operations represented 55.9% of Smurfit Kappa’s net sales in the fiscal year ended December 31, 2023.

In addition, the relative strength or weakness of the U.S. dollar is important for the industry in which Smurfit Kappa operates in both Europe and Latin America because U.S. containerboard prices tend to influence the world market. A weak U.S. dollar over a sustained period could result in lower imports into the United States of goods shipped in corrugated containers and, as a result, lower demand for Smurfit Kappa’s containers. A weak U.S. dollar could also result in additional competition in Smurfit Kappa’s European and Latin American markets from U.S. manufacturers that have an incentive to export more products due to increased demand for relatively lower priced U.S. goods.

Smurfit Kappa’s capital expenditures may not achieve the desired outcomes or may be completed at a higher cost than anticipated.

Smurfit Kappa operates in a capital-intensive industry and undertakes expansion projects to either support growth in its business or improve the breadth and quality of its product offerings, including investments in both mill and converting operations. Many of Smurfit Kappa’s capital projects are complex, costly and/or implemented over an extended period of time. Smurfit Kappa’s expenditures for capital projects could be higher than anticipated, it may experience unanticipated business disruptions or delays in completing the projects and/or it may not achieve the desired benefits from those projects, including as a result of a deterioration in macroeconomic conditions or in Smurfit Kappa’s business, unavailability of capital equipment or related materials, delays in obtaining permits or other requisite approvals or changes in laws and regulations. Any of these circumstances could have a material adverse effect on Smurfit Kappa’s business, results of operations, financial condition and/or prospects, and on the trading price of Smurfit Kappa Shares. In addition, disputes between Smurfit Kappa and contractors who are involved with implementing capital projects could lead to time-consuming and costly litigation.

If Smurfit Kappa is unsuccessful in integrating acquisitions or if disposals result in unexpected costs or liabilities, its business could be materially and adversely affected.

Smurfit Kappa has completed a number of acquisitions, investments and divestitures in the past and it may acquire, invest in, sell or enter into transactions with additional companies. For instance, since January 1, 2021, Smurfit Kappa has completed a total of 10 acquisitions.

Smurfit Kappa may not be able to identify suitable targets or purchasers or successfully complete suitable transactions in the future, and future completed transactions may not be successful.

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These transactions create risks, including, but not limited to, risks associated with:

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disrupting Smurfit Kappa’s ongoing business, including greater than expected costs and management time and effort involved in identifying and completing the transactions and integrating acquisitions;

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integrating acquired businesses and personnel into Smurfit Kappa’s business, including integrating personnel, information technology systems and operations across different cultures and languages, and addressing the operational risks associated with these integration activities as well as the economic, political and regulatory risks associated with specific countries;

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working with partners or other ownership structures with shared decision-making authority;

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obtaining and verifying relevant information regarding a business prior to the consummation of the transaction, including the identification and assessment of liabilities, claims or other circumstances that could result in litigation or regulatory risk exposure;

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obtaining required regulatory approvals and/or financing on favorable terms;

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retaining key employees, contractual relationships or customers;

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the potential impairment of assets and goodwill;

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the additional operating losses and expenses of businesses Smurfit Kappa acquires or in which it invests;

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incurring substantial indebtedness to finance an acquisition or investment;

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incurring unexpected costs or liabilities in the context of a disposal;

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implementing controls, procedures and policies in acquired companies; and

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the dilution of interests of shareholders through the issuance of equity securities.

These transactions may not be successful and may have a material adverse effect on Smurfit Kappa’s business, results of operations, financial condition and/or prospects. Among the benefits Smurfit Kappa expects from potential, as well as completed, acquisitions and joint ventures are synergies, cost savings, growth opportunities or access to new markets (or a combination thereof), and in the case of divestitures, the realization of proceeds from the sale of businesses and assets to purchasers that place higher strategic value on these businesses and assets than Smurfit Kappa does. For acquisitions, Smurfit Kappa’s success in realizing these benefits and the timing of realizing them depend on the successful integration of the acquired businesses and operations with Smurfit Kappa’s business and operations. Even if Smurfit Kappa integrates these businesses and operations successfully, Smurfit Kappa may not realize the full benefits Smurfit Kappa expected within the anticipated time frame, or at all, and the benefits may be offset by unanticipated costs or delays.

In addition, creating or adopting complementary technologies and subsequently integrating them may be costly and difficult. For example, the innovative technology required to deliver net zero energy in certain sectors does not yet exist. Smurfit Kappa has been involved in trialing certain of this technology (with, for example, a pilot plant producing energy from hydrogen operating on the site of one of its mills in France), but doing so requires significant investments of capital, and is also subject to failure. Trialing such technology can take an extended period of time, with little to no returns in the short or medium terms. Any such risks could have a material adverse effect on Smurfit Kappa’s business, results of operations, financial condition and/or prospects.

Supply chain issues may result in product shortages or disruptions to Smurfit Kappa’s business.

Smurfit Kappa has a complex global network of suppliers that may, in the future, further evolve in response to market conditions. Although the majority of the products used by Smurfit Kappa are generally available from multiple sources, and alternatives have been generally available in the event of disruption in the past, Smurfit Kappa could experience material disruptions in production and other supply chain issues (including as a result of global supply issues), which could result in out-of-stock conditions, and its results of operations and relationships with customers could be adversely affected (i) if new or existing suppliers are unable to meet any standards set by Smurfit Kappa, government or industry regulations or customers, (ii) if

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Smurfit Kappa is unable to contract with suppliers at the quantity, quality and price levels needed for its business or (iii) if any of Smurfit Kappa’s key suppliers becomes insolvent, ceases or significantly reduces its operations or experiences financial distress.

Smurfit Kappa’s inability to fully or substantially meet customer demand due to supply chain issues could result in, among other things, unmet consumer demand leading to reduced preference for Smurfit Kappa’s products or services in the future, customers purchasing products and services from competitors as a result of such shortage of products, strained customer relationships, termination of customer contracts, additional competition and new entrants into the market, and loss of potential sales and revenue, which could have a material adverse effect on Smurfit Kappa’s reputation, business, results of operations, financial condition and/or prospects.

Smurfit Kappa has a significant amount of goodwill and other intangible assets and a write-down could materially adversely impact its operating results and shareholders’ equity.

As at December 31, 2023, Smurfit Kappa had goodwill and other intangible assets in an amount of $3,060 million. In accordance with U.S. GAAP, Smurfit Kappa does not amortize goodwill but rather it tests it annually and as otherwise required for impairment and any such impairments cannot be reversed. In the event that general trading conditions and prospects deteriorate or factors underlying assumed discount rates, such as assumed long-term interest rates, change, the determined recoverable amount of certain non-current assets may fall below carrying value. This could result in a write-down of the carrying value of any such assets, which could have a material adverse effect on Smurfit Kappa’s assets, liabilities and results of operations. Smurfit Kappa has recorded impairments in previous years. For instance, in the fiscal year ended December 31, 2022, Smurfit Kappa recorded an impairment to its operation in Peru of $12 million. Additional impairments may occur in the future.

Smurfit Kappa has a number of pension schemes that are currently in deficit.

Smurfit Kappa operates a number of pension and other long-term benefit plans throughout the world, devised in accordance with local conditions and practice. Currently, a significant but declining proportion of its employees are members of defined benefit pension arrangements, most of which are now closed to future benefit accrual. The deficit of these employee benefit plans was $539.0 million as at December 31, 2023.

An increase in the value of the liabilities or decrease in the value of pension plan assets may negatively affect Smurfit Kappa’s balance sheet and distributable reserves, any of which could have a material adverse effect on Smurfit Kappa’s business, results of operations, financial condition and/or prospects. The liabilities will mainly be affected by increases in life expectancy and by changes in long-term yields, which are used to discount the liabilities to present value. The assets will be affected by increases in long-term yields, which will reduce the value of bond investments, and by movements in equity markets. These factors create a considerable degree of volatility in the measurement of any pension scheme’s deficit or surplus.

There is a risk that equity and bond markets will further deteriorate if the global economic climate worsens, which could negatively affect the funded status of Smurfit Kappa’s post-employment defined benefit arrangements. In addition, volatility in Smurfit Kappa’s net balance sheet liabilities resulting from the relative change in the value of assets and liabilities may be further enhanced by investment strategies resulting in exposure to various classes of assets.

Existing and potential changes in statutory minimum requirements may also affect the amount and timing of funding to be paid by Smurfit Kappa. Most funding requirements consider yields on assets such as government bonds or interbank interest rate swap curves, depending on the basis. Although recent statutory easements in the pace of funding on these bases and increases in bond/swap yields have provided some contribution relief to Smurfit Kappa, it may nonetheless have to pay additional contributions to meet potentially onerous statutory minimum funding requirements in the future, which could have a material adverse effect on Smurfit Kappa’s business, results of operations, financial condition and/or prospects.

In addition, Smurfit Kappa’s pension funds hold various sovereign bonds as part of their fund assets. Any significant decline in value or default of such securities could negatively affect the funded status of Smurfit Kappa’s post-employment defined benefit arrangements.

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Smurfit Kappa operates in certain highly inflationary economies.

Smurfit Kappa operates, has operated and may operate in the future in certain economies that have historically had high inflation rates and have devalued their currencies. For example, as a result of high cumulative inflation rates in Argentina since 2018, Smurfit Kappa’s Argentinian business was considered to be functioning in a highly inflationary economy and began using the U.S. Dollar as its functional currency. To the extent that there is further devaluation of the currency exchange rate in Argentina, Smurfit Kappa may experience additional material adverse effects on its business, results of operations, financial condition and/or prospects in Argentina.

Significant inflation in the countries in which Smurfit Kappa operates and challenges similar to those Smurfit Kappa has experienced in the past could result in further currency exchange rate fluctuation and could adversely affect the value of its assets in those countries.

Smurfit Kappa is subject to compliance with antitrust and similar legislation in the jurisdictions in which it operates.

Smurfit Kappa is subject to legislation in many of the jurisdictions in which it operates relating to unfair competitive practices and similar behavior. From time to time, Smurfit Kappa has been subject to allegations of such practices and regulatory investigations or proceedings with respect thereto. Such allegations, investigations or proceedings (irrespective of merit) may require Smurfit Kappa to devote significant management resources to defending itself. In the event that such allegations are proven, Smurfit Kappa may be subject to fines, damages awards and other expenses, and its reputation may be harmed, which could have a material adverse effect on Smurfit Kappa’s business, results of operations, financial condition and/or prospects.

In August 2019, the Italian Competition Authority (the “AGCM”) notified approximately 30 companies, of which Smurfit Kappa Italia S.p.A. (“Smurfit Kappa Italia”) was one, that an investigation had found the companies to have engaged in anti-competitive practices. For more information, see the section of the proxy statement/prospectus entitled “Business Overview of Smurfit Kappa — Legal Proceedings.”

After publication of the AGCM’s August 2019 decision, a number of purchasers of corrugated sheets and boxes initiated litigation proceedings against Smurfit Kappa companies, alleging that they were harmed by the alleged anti-competitive practices and seeking damages. While Smurfit Kappa believes that these actions are without merit, given that they are still in early stages, Smurfit Kappa cannot predict its potential liability or their outcomes with certainty at this point in time. Moreover, Smurfit Kappa cannot guarantee that additional legal actions arising out of or relating to the AGCM’s decision will not be brought against it in the future.

Smurfit Kappa is subject to a number of laws and regulations relating to privacy, security and data protection.

Smurfit Kappa is subject to a number of laws and regulations relating to privacy, security and data protection, including the General Data Protection Regulation (EU 2016/679) (“GDPR”), which requires EU-based companies or companies that process personal data about EU subjects (either as controllers or as processors) to comply with certain data protection obligations, breaches of which can result in substantial fines of up to 4.0% of the annual worldwide turnover of the preceding fiscal year or €20.0 million, whichever is greater. Additionally, new and evolving privacy laws in the United States, Europe, Latin America, and elsewhere have created new individual privacy rights, imposed increased obligations on companies handling personal data and increased potential exposure to fines and penalties. Such laws govern Smurfit Kappa’s ability to collect, use and transfer personal data including in relation to actual and potential customers, suppliers, employees and third parties. In addition, new laws or regulations governing privacy, security and data protection may be introduced which apply to Smurfit Kappa in any of the jurisdictions in which it operates. The nature and extent of any such new and/or amended laws or regulations, and the impact they may have on Smurfit Kappa, cannot be predicted.

Smurfit Kappa relies on third-party service providers and its own employees and systems to collect and process personal data and to maintain its databases. Therefore, Smurfit Kappa is exposed to the risk that such data could be wrongfully appropriated, lost or disclosed, or damaged or processed in breach of privacy,

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security or data protection laws. These events could result in disruptions and damage, or the misappropriation of sensitive data, and depending on their nature and scope, could lead to the compromise of confidential information, improper use of Smurfit Kappa’s systems and networks, manipulation and destruction of data, defective products, production downtimes, operational disruptions and exposure to liability. Such disruptions or misappropriations and the resulting repercussions, including reputational damage and legal claims or proceedings, may have a material adverse effect on Smurfit Kappa’s business, results of operations, cash flows, financial condition and/or prospects. See also the risk factor entitled “Smurfit Kappa is subject to cybersecurity risks that threaten the confidentiality, integrity and availability of data in its systems.”

While Smurfit Kappa endeavors to comply with all applicable laws and regulations relating to privacy, security and data protection, it is possible that such requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflict with other laws or Smurfit Kappa’s practices. That concern is particularly relevant for the GDPR, as different EU member state regulators may differ as to their interpretation of the GDPR and the approach they may take to breaches, enforcement, complaints or the exercise of rights to access personal data by individuals.

Any perceived or actual failure by Smurfit Kappa to protect confidential data, personal data, any material non-compliance with privacy, security or data protection laws or regulations or any general IT system failure may harm its reputation and credibility, adversely affects its revenues, reduce its ability to attract or retain customers, result in litigation or other actions being brought against it and the imposition of significant fines and, as a result, could have a material adverse effect on its business, results of operations, financial condition and/or prospects.

Failure to maintain good health and safety and employee well-being practices may have a material adverse effect on Smurfit Kappa’s business.

Smurfit Kappa’s employees carry out relatively difficult and specialized tasks and a serious incident affecting the health and safety of any of Smurfit Kappa’s employees could disrupt its operations. While Smurfit Kappa’s overall total recordable injury rate (the “TRIR”) was reduced by 48% in the five years ended December 31, 2023, there can be no guarantee that the TRIR will continue to fall or that it will not rise in the future. There is a risk of fines or litigation if a health and safety incident occurs. Furthermore, disruption of operations caused by a major incident could have a material adverse effect on Smurfit Kappa’s customer relationships, business, results of operations, financial condition and/or prospects. In particular, explosions or other failures of the recovery boilers at Smurfit Kappa’s kraftliner mills would result in a significant disruption to Smurfit Kappa’s business. Similar occurrences at Smurfit Kappa’s other mills may have a lesser but still material effect on its results. Additionally, portions of Smurfit Kappa’s operations are in areas with ongoing political or geopolitical uncertainty which could pose security risks to Smurfit Kappa’s employees or operations. See also the risk factors entitled “Smurfit Kappa, as a leading global manufacturing business, has been, and may be in the future, adversely affected by factors that are beyond its control, such as economic and financial market conditions, geopolitical conflicts and other social and political unrest or change” and “Smurfit Kappa is exposed to risks related to international sales and operations.”

Smurfit Kappa may not be able (whether due to increasing costs or otherwise) to attract, develop and retain suitably qualified employees as required for the business.

Certain parts of Smurfit Kappa’s business are dependent on the availability of particular skilled and semi-skilled employees. The potential risks Smurfit Kappa faces include a loss of institutional memory, skills, experience and management capabilities. Smurfit Kappa may be unable to attract and retain sufficient qualified replacements when and where necessary to avoid an adverse impact on its business. As a result of the COVID-19 pandemic, there were many considerations in the area of talent management and development, which resulted in new initiatives and mitigations. While Smurfit Kappa implemented specific measures, including communications strategies such as “MyVoice Pulse Survey,” and online tools for development and training, there is no guarantee that such initiatives will allow Smurfit Kappa to attract, develop and retain suitably qualified employees as required for the business.

In addition, Smurfit Kappa had approximately 47,000 employees as of December 31, 2023, which constitutes a significant proportion of Smurfit Kappa’s cost base. Accordingly, inflationary pressures,

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changes in applicable laws and regulations or other factors resulting in increased labor costs could have a material adverse effect on Smurfit Kappa’s business, results of operations, financial condition and/or prospects.

Smurfit Kappa’s reputation is critical to its business.

Smurfit Kappa’s results of operations depend on maintaining a positive reputation with customers. Any negative incident could significantly affect Smurfit Kappa’s reputation and damage its business. Smurfit Kappa may be adversely affected by negative publicity, regardless of its accuracy, including with respect to, among other things:

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the quality of Smurfit Kappa’s products;

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environmental incidents and other damage to the environment (including in connection with Smurfit Kappa’s carbon footprint and impact on climate change);

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employee or customer injury;

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failure of Smurfit Kappa’s information technology and data security infrastructure, including security breaches of confidential customer or employee information;

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employment-related claims relating to alleged employment discrimination, wages and hours;

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violations of law or regulations;

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labor standards or healthcare and benefits issues; or

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Smurfit Kappa’s brand being affected globally for reasons outside of its control.

While Smurfit Kappa tries to ensure that its suppliers maintain the reputation of Smurfit Kappa’s brand, suppliers may take actions that adversely affect Smurfit Kappa’s reputation. In addition, through the increased use of social media, individuals and non-governmental organizations have the ability to disseminate their opinions regarding Smurfit Kappa’s products, and Smurfit Kappa’s business, to an increasingly wide audience at a faster pace. Any failure to effectively respond to any negative opinions or publicity in a timely manner could harm the perception of Smurfit Kappa’s brand and products and damage Smurfit Kappa’s reputation, regardless of the validity of the statements against Smurfit Kappa, and ultimately harm Smurfit Kappa’s business.

Smurfit Kappa may be adversely impacted by work stoppages and other labor relations matters.

Future developments in relation to Smurfit Kappa’s business or otherwise could adversely affect relations between Smurfit Kappa and its employees, trade/labor unions and work councils. There are different labor unions represented across Smurfit Kappa sites and the majority of Smurfit Kappa employees are covered by a collective labor agreement as of December 31, 2023. Labor disputes or other problems could lead to a substantial interruption to Smurfit Kappa’s business or otherwise adversely affect Smurfit Kappa and have a material adverse effect on its business, results of operations, financial condition and/or prospects.

In addition, Smurfit Kappa’s business relies on vendors, suppliers and other third parties that have union employees. Work stoppages or other labor relations matters affecting these vendors, suppliers and other third parties could have a material adverse effect on Smurfit Kappa’s business, results of operations, financial condition and/or prospects.

Non-compliance with bribery, anti-corruption and sanctions laws and regulations may negatively affect Smurfit Kappa’s business.

Smurfit Kappa is a decentralized group operating in multiple countries, and each of these countries may have bribery and anti-corruption laws and regulations, some of which are potentially extra-territorial in scope. This is in particular the case with regard to the Foreign Corrupt Practices Act in the United States, the Sapin II Law in France, the Bribery Act in the United Kingdom and the Criminal Justice (Corruption Offenses) Act 2018 in Ireland. Smurfit Kappa’s internal control policies and procedures, or those of its vendors, may not adequately protect it from reckless or criminal acts committed or alleged to have been

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committed by its employees, agents or vendors. Any such non-compliance with bribery and anti-corruption legislation could lead to civil or criminal, monetary and non-monetary penalties and/or could damage reputations.

Moreover, Smurfit Kappa is subject to regulation by trade sanctions and related legislation, which have become an increasingly popular instrument of foreign policy in recent years. These sanctions include both country-level embargoes, which restrict trade between certain designated countries, and sanctions on individuals and organizations where trade is restricted. There are hundreds of sanctions lists currently in existence, restricting trade with thousands of sanctioned individuals and organizations; these lists are constantly changing and the number of lists has increased in recent years. Due to the scale and footprint of Smurfit Kappa, it must monitor existing sanctions closely and exercise caution to avoid trading with any sanctioned country, individual or organization. The penalties for non-compliance with sanctions regimes are severe; offenses for breach of sanctions regimes can be both civil and criminal in nature. Smurfit Kappa could therefore be adversely affected by sanctions if they fail to closely monitor compliance with sanctions regimes.

Smurfit Kappa is exposed to risks related to international sales and operations.

Smurfit Kappa operates in many different countries. As of December 31, 2023, Smurfit Kappa operated across 22 countries in Europe, 13 countries in the Americas and one country in Africa in a plant managed by European operations. Germany, Mexico, France, the Netherlands, the United Kingdom and Spain represent some of the major country contributors to Smurfit Kappa’s net sales. As a result, Smurfit Kappa has previously been and remains vulnerable to risks in these countries, including:

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the imposition of tariffs, quotas, import duties or other market barriers, such as restrictions on repatriating cash from foreign countries;

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responding to disruptions in existing trade agreements or increased trade tensions between countries or political and economic unions;

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the difficulties of, and costs of complying with, a wide variety of complex and changing laws, treaties and regulations;

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increased difficulty in the collection of accounts receivable, including longer collection periods;

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inconsistent regulations and unexpected changes in legislation or regulatory requirements and increased difficulty and expense in hiring and dismissing employees;

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the imposition of quotas relating to the composition of the employee base or the local sourcing of raw materials or other similar quotas;

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political, economic and social unrest or instability (such as downturns or changes in economic activity due to, among other things, regional conflicts or commodity inflation), the ongoing hyperinflation in Argentina (which has led Smurfit Kappa to apply hyperinflationary accounting to its Argentinian operations in recent years), as well as disruptions and government intervention in national economies and social structures, including the threat of terrorism;

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geopolitical conflict, such as Russia’s invasion of Ukraine, which led Smurfit Kappa to sell its Russian operations and take a related impairment charge of $159 million in respect of its Russian operations in the fiscal year ended December 31, 2022;

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work stoppages, transport interruptions and difficulties in managing international operations;

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government expropriation of private sector assets;

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transfer pricing and adverse tax consequences;

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inability to repatriate cash; and

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adverse currency fluctuations.

The occurrence of any of the foregoing could have a material adverse effect on Smurfit Kappa’s earnings as a result of the related delays or increased costs in the production and delivery of products and services or otherwise disrupt the demand for Smurfit Kappa’s products.

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Adverse credit and financial market events and conditions could, among other things, impede access to or increase the cost of financing, which could have a material adverse impact on Smurfit Kappa’s business, results of operations, financial condition and/or prospects.

Smurfit Kappa relies on access to the credit and capital markets to finance its operations and refinance existing indebtedness. Any limitations on its access to the credit and capital markets on satisfactory terms, or at all, could limit its liquidity, financial flexibility or cash flows and affect its ability to execute its strategic plans, which could have a material adverse effect on its business, results of operations, financial condition and/or prospects.

Smurfit Kappa’s access to the credit and capital markets is subject to a number of variables, including its results of operations, margins and activity levels, the conditions of the global credit and capital markets, market perceptions of its creditworthiness and the ability and willingness of lenders and investors to provide capital. In recent years, global financial markets have experienced disruptions and general economic conditions have been volatile. During periods of financial market volatility, Smurfit Kappa’s access to the credit and capital markets could be impaired.

Smurfit Kappa’s debt could adversely affect its financial health.

As at December 31, 2023, Smurfit Kappa’s gross outstanding debt was $3.8 billion. Moreover, as described in “Debt Financing — Smurfit Kappa Treasury Notes,” on April 3, 2024, Smurfit Kappa Treasury issued $2.75 billion of senior unsecured notes. Smurfit Kappa may also incur additional indebtedness in the future.

Smurfit Kappa’s debt could have important negative consequences. For example, it could:

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make it difficult for Smurfit Kappa to satisfy its debt obligations;

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require Smurfit Kappa to dedicate a large portion of its cash flow from operations to service debt and fund repayments on its debt, thereby reducing the availability of its cash flow to fund working capital, capital expenditures and other general corporate purposes;

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increase Smurfit Kappa’s vulnerability to general adverse economic, industry or competitive conditions;

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limit Smurfit Kappa’s flexibility in planning for, or reacting to, changes in its business or the industry in which it operates;

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limit Smurfit Kappa’s ability to raise additional debt or equity capital in the future;

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restrict Smurfit Kappa from making strategic acquisitions or exploiting business opportunities; and

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place Smurfit Kappa at a competitive disadvantage compared to its competitors that have less debt.

To the extent that Smurfit Kappa incurs additional debt or such other obligations, the risk associated with Smurfit Kappa’s debt described above will increase.

In addition, a portion of Smurfit Kappa’s debt bears interest at variable rates that are linked to changing market interest rates. As of December 31, 2023, Smurfit Kappa had fixed an average of 99% of its interest cost on borrowings over the following 12 months. Although Smurfit Kappa may hedge a portion of its exposure to variable interest rates by entering into interest rate swaps from time to time, Smurfit Kappa cannot provide assurances that it will do so in the future. An increase in market interest rates would increase Smurfit Kappa’s interest expense on its variable rate debt obligations, which may exacerbate the risks associated with its capital structure.

Restrictions imposed by certain of Smurfit Kappa’s existing and future indentures and credit facilities limit or may limit its ability to take certain actions.

Certain of Smurfit Kappa’s existing indentures and other outstanding debt agreements limit, and future debt agreements may limit, its flexibility to operate its business. For example, certain of these agreements restrict Smurfit Kappa’s ability to, among other things:

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borrow money;

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create certain liens;

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make certain asset dispositions;

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guarantee indebtedness; or

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merge, consolidate or sell, lease or transfer all or substantially all of its assets.

In addition, a breach of the covenants in any such agreement could cause a default under the terms of each of those agreements, causing all the debt under those agreements to be accelerated unless Smurfit Kappa can obtain waivers or consents of any breaches. Smurfit Kappa cannot guarantee that waivers or consents will be granted.

Smurfit Kappa is exposed to the risk of product substitution.

Smurfit Kappa’s main products — corrugated containers and paperboard packaging (comprising folding cartons and solidboard packaging) — compete with other forms of packaging, including, for example, reusable plastic containers. Substitution of Smurfit Kappa’s products may increase in the future as other products may be introduced as substitutes for Smurfit Kappa’s products. Future packaging developments and trends may drive further substitution. Any significant substitution away from paper-based packaging products may materially adversely affect Smurfit Kappa’s profitability.

Substitution is also possible between solidboard packaging and corrugated containers, with the generally lower cost of corrugated containers offset by the moisture and temperature handling characteristics of solidboard packaging. If substitution levels increase, the demand for Smurfit Kappa’s solidboard packaging products may fall, with no guarantee that Smurfit Kappa will gain the corrugated packaging business, potentially resulting in lower sales, which may lead to downward pressure on the profitability of Smurfit Kappa’s products.

Smurfit Kappa may produce faulty or contaminated products due to failures in quality control measures and systems.

Smurfit Kappa may fail to produce products that meet applicable safety and quality standards, which could result in adverse effects on consumer health, litigation exposure, loss of market share and adverse reputational and financial impacts, among other potential consequences, and Smurfit Kappa may incur substantial costs in taking appropriate corrective action (up to and including recalling products from end consumers and reimbursing customers and/or end consumers for losses that they suffer as a result of these failures). Smurfit Kappa’s failure to meet these standards could lead to regulatory investigations, enforcement actions and/or prosecutions, and could result in adverse publicity, which may damage Smurfit Kappa’s reputation. Any of these outcomes could have a material adverse effect on Smurfit Kappa’s business, results of operations, financial condition and/or prospects.

Smurfit Kappa provides representations in certain of its contracts that its products are produced in accordance with customer specifications. If the product contained in packaging manufactured by Smurfit Kappa is faulty or contaminated, the manufacturer of the product may allege that the packaging Smurfit Kappa provided caused the fault or contamination, even if the packaging complies with contractual specifications. If Smurfit Kappa’s packaging fails to meet contract specifications, Smurfit Kappa could face liability from its customers and third parties for bodily injury or other damages. These liabilities could have a material adverse effect on Smurfit Kappa’s business, results of operations, financial condition and/or prospects.

Failure by Smurfit Kappa to successfully implement strategic transformation initiatives, including those relating to information technology infrastructure, could adversely affect its business.

Smurfit Kappa has throughout the years undertaken several projects to enhance productivity and performance, increase efficiency and deliver costs savings throughout their respective businesses, which may not be achieved on the anticipated timeline or at all. These initiatives are largely intended to increase process efficiency and enable productivity enhancements. Implementation of certain of these initiatives are

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significant financial undertakings and may require substantial time and attention of management and key employees. Smurfit Kappa may not be able to successfully implement these initiatives without delays or may experience unanticipated business disruptions and/or it may not achieve the desired benefits from the project. Project completion dates may also change. Any of these items, along with any failure to effectively manage data governance risks, could lead to a material adverse effect on Smurfit Kappa’s business, results of operations, financial condition and/or prospects.

Risks Relating to WestRock’s Business

You should read and consider risk factors specific to WestRock’s business that will also affect Smurfit WestRock after the Combination. These risks are described in the section entitled “Risk Factors” in WestRock’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023 and in other documents incorporated by reference into this proxy statement/prospectus. See the section of this proxy statement/prospectus entitled “Where You Can Find More Information” for the location of information incorporated by reference into this proxy statement/prospectus. Smurfit WestRock expects that, following the consummation of the Combination, most, if not all, of these same risk factors will continue to impact the business of Smurfit WestRock.

Supplemental information relating to WestRock’s risk factor “We May Be Adversely Impacted by Work Stoppages and Other Labor Relations Matters Additional Information on Work Stoppages and Other Labor Relations Matters” in WestRock’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023.

In December 2023, the United Steelworkers Union (“USW”) ratified a master agreement that applies to substantially all of WestRock’s U.S. facilities represented by the USW. The agreement has a four-year term ending in December 2027 and covers a number of specific items, including wages, medical coverage and certain other benefit programs, including retirement benefits, substance abuse testing, and safety. Individual facilities will continue to have local agreements for subjects not covered by the master agreement and those agreements will continue to have staggered terms. The master agreement permits WestRock to apply its terms to USW employees who work at facilities it acquired during the term of the agreement. The master agreement covers approximately 52 of WestRock’s U.S. operating locations and approximately 7,300 of its employees. While the terms of its collective bargaining agreements vary, WestRock believes the material terms of the agreements are customary for the industry, the type of facility, the classification of the employees and the geographic location covered.

WestRock experienced a strike at its corrugated converting facility in Dayton, New Jersey beginning in June 2023. WestRock effectuated contingency plans at this location, and the facility continued to operate and produce products for its customers. In November 2023, WestRock reached an agreement to resolve the strike, which was approved by the requisite union membership, and the strike concluded in December 2023.

Risks Relating to Tax Matters

You should read the discussion under the section of this proxy statement/prospectus entitled “The Combination — Material U.S. and Irish Income Tax Considerations” for a more complete discussion of U.S. federal income and Irish tax considerations relating to the Combination and/or the ownership and disposition of Smurfit WestRock Shares received in the Combination.

The IRS may not agree with the conclusion that Smurfit WestRock is to be treated as a foreign corporation for U.S. federal income tax purposes following the Combination or may assert that Smurfit WestRock is subject to certain adverse consequences for U.S. federal income tax purposes.

A corporation organized under non-U.S. law, such as Smurfit WestRock, is generally treated as a foreign corporation for U.S. federal income tax purposes. Section 7874 of the Code provides an exception to this general rule under which a corporation otherwise treated as a foreign corporation may be treated as a U.S. corporation for U.S. federal income tax purposes if, following an acquisition of a U.S. corporation by a foreign corporation, at least 80% of the acquiring foreign corporation’s stock (by vote or value) is considered to be held by former shareholders of the U.S. corporation by reason of holding stock of such U.S. corporation (such percentage referred to as the “ownership percentage”), and the “expanded affiliated group” which includes the acquiring foreign corporation does not have “substantial business activities” in the country in which the acquiring foreign corporation was created or organized. If Smurfit WestRock were to be treated as

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a U.S. corporation for U.S. federal income tax purposes, Smurfit WestRock and its subsidiaries could be subject to substantial additional U.S. federal income tax liability and U.S. withholding taxes may apply to payments made to Smurfit WestRock Shareholders.

In addition, even if Smurfit WestRock were not treated as a U.S. corporation, Section 7874 of the Code may cause Smurfit WestRock to be subject to certain unfavorable U.S. federal income tax rules in the event that the ownership percentage attributable to former WestRock Stockholders exceeds 60% and the “expanded affiliated group” which includes the acquiring foreign corporation does not have “substantial business activities” in the country in which the acquiring foreign corporation was created or organized. If Smurfit WestRock were to be subject to these rules, Smurfit WestRock and its subsidiaries could be subject to adverse tax consequences, including restrictions on the use of tax attributes with respect to “inversion gain” recognized over a 10-year period following the transaction and its U.S. shareholders could be subject to a higher rate of tax on any dividends.

Based on the percentage of Smurfit WestRock Shares to be received by WestRock Stockholders in the Combination and current law, Smurfit WestRock does not currently expect Section 7874 of the Code to apply so as to cause Smurfit WestRock to be treated as a U.S. corporation or otherwise subject Smurfit WestRock to certain unfavorable tax rules for U.S. federal income tax purposes. However, the ownership of Smurfit WestRock for purposes of Section 7874 of the Code must be finally determined after Completion, by which time there could be adverse changes to the relevant facts and circumstances. In addition, the rules for determining ownership under Section 7874 of the Code are complex, unclear and subject to change. Accordingly, there can be no assurance that the IRS would not assert that Smurfit WestRock should be treated as a U.S. corporation for U.S. federal income tax purposes or that such an assertion would not be sustained by a court.

Smurfit WestRock Shareholders are urged to consult with their tax advisors regarding the potential application of Section 7874 of the Code and the Treasury Regulations promulgated thereunder to the Combination.

The Smurfit Kappa Share Exchange may not qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

The Smurfit Kappa Share Exchange is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In general, assuming the Smurfit Kappa Share Exchange so qualifies, U.S. Holders (as defined in the section entitled “Material U.S. Federal Income and Irish Tax Considerations — Material U.S. Federal Income Tax Considerations”) of Smurfit Kappa Shares will not recognize any gain or loss for U.S. federal income tax purposes on the receipt of Smurfit WestRock Shares in exchange for Smurfit Kappa Shares pursuant to the Smurfit Kappa Share Exchange, except with respect to any cash received in lieu of fractional Smurfit WestRock Shares. However, this is not free from doubt, and the requirements for such qualification are complex and subject to legal and factual uncertainties.

Completion is not conditioned upon the receipt of an opinion of counsel regarding qualification of the Smurfit Kappa Share Exchange as a “reorganization” within the meaning of Section 368(a) of the Code. Smurfit Kappa, WestRock and Smurfit WestRock have not sought and will not seek any ruling from the IRS regarding the qualification of the Smurfit Kappa Share Exchange as a “reorganization” within the meaning of Section 368(a) of the Code. Consequently, there can be no assurance that the IRS will not challenge that the Smurfit Kappa Share Exchange so qualifies or that a court would not sustain such a challenge. If the Smurfit Kappa Share Exchange does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, U.S. Holders of Smurfit Kappa Shares will recognize gain or loss for U.S. federal income tax purposes on the receipt of Smurfit WestRock Shares in exchange for Smurfit Kappa Shares pursuant to the Smurfit Kappa Share Exchange, as more fully described in the section of this proxy statement/prospectus entitled “Material U.S. Federal Income and Irish Tax Considerations — Material U.S. Federal Income Tax Considerations — The Combination — The Smurfit Kappa Share Exchange”.

U.S. Holders of Smurfit Kappa Shares are urged to consult with their tax advisors regarding the tax treatment of the Smurfit Kappa Share Exchange to them in light of their particular circumstances.

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The effective tax rate that will apply to Smurfit WestRock is uncertain and may vary from expectations.

There can be no assurance that the Combination will improve or preserve Smurfit WestRock’s ability to maintain any particular worldwide effective corporate tax rate. No assurance can be given as to what Smurfit WestRock’s effective tax rate will be after Completion because of, among other things, uncertainty regarding the tax policies of the jurisdictions in which Smurfit WestRock and its affiliates will operate. Smurfit WestRock’s actual effective tax rate may vary from its expectations, and such variance may be material. Additionally, tax laws or their implementation and applicable tax authority practices in any jurisdiction could change in the future, possibly on a retroactive basis, and any such change could have a material adverse impact on Smurfit WestRock and its affiliates.

Following Completion, a transfer of Smurfit WestRock Shares, other than one effected by means of the transfer of book-entry interests in the Depository Trust Company, may be subject to Irish stamp duty.

Transfers of Smurfit WestRock Shares effected by means of the transfer of book-entry interests through DTC should not generally be subject to Irish stamp duty. However, a transfer of Smurfit WestRock Shares other than by means of the transfer of book-entry interests through DTC (including a transfer of Depositary Interests within the CREST system) will generally be subject to Irish stamp duty (currently at the rate of 1% of the higher of the price paid or the market value of the shares acquired). Payment of Irish stamp duty is primarily a legal obligation of the transferee. The potential for stamp duty could adversely affect the price of Smurfit WestRock Shares.

In certain limited circumstances, dividends paid by Smurfit WestRock may be subject to Irish dividend withholding tax.

In certain limited circumstances, Irish dividend withholding tax (“DWT”) (currently at a rate of 25%) may arise in respect of any dividends paid on Smurfit WestRock Shares. A number of exemptions from DWT exist such that Smurfit WestRock Shareholders resident in the United States, the United Kingdom, an EU or European Economic Area member state, or another country with which Ireland has a double tax treaty may be entitled to exemptions from DWT. Please see the section of this proxy statement/prospectus entitled “Material U.S. Federal Income and Irish Tax Considerations — Irish Tax Considerations — Dividend Withholding Tax” for further details on available exemptions from DWT.

Smurfit WestRock Shareholders resident in the United States that hold their Smurfit WestRock Shares through DTC will not be subject to DWT, provided the addresses of the beneficial owners of such Smurfit WestRock Shares in the records of the brokers holding such shares are recorded as being in the United States (and such brokers have further transmitted the relevant information to a qualifying intermediary appointed by Smurfit WestRock). U.S. resident Smurfit WestRock Shareholders that hold their Smurfit WestRock Shares outside of DTC and shareholders resident in certain other countries (irrespective of whether they hold their Smurfit WestRock Shares through DTC or outside of DTC) generally should not be subject to DWT provided the beneficial owners of such Smurfit WestRock Shares have furnished completed and valid DWT forms or an IRS Form 6166, as appropriate, to the qualifying intermediary or transfer agent or brokers (and such brokers have further transmitted the relevant information to the qualifying intermediary or transfer agent). However, other Smurfit WestRock Shareholders may be subject to DWT, which could adversely affect the price of their Smurfit WestRock Shares.

Dividends received by Irish residents and certain other Smurfit WestRock Shareholders may be subject to Irish income tax.

Smurfit WestRock Shareholders entitled to an exemption from DWT on dividends received from Smurfit WestRock will not be subject to Irish income tax and universal social charge (“USC”) in respect of those dividends, unless they have some connection with Ireland other than their holding of Smurfit WestRock Shares (for example, they are resident in Ireland). Smurfit WestRock Shareholders who are not Irish tax resident nor ordinarily resident in Ireland, but who are not entitled to an exemption from DWT, will generally have no further liability to Irish income tax or USC on those dividends which suffer DWT.

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Smurfit WestRock Shares received by means of a gift or inheritance could be subject to Irish capital acquisitions tax.

Irish capital acquisition tax (“CAT”) (currently at a rate of 33% above a tax-free threshold, subject to available reliefs and exemptions) could apply to a gift or inheritance of Smurfit WestRock Shares (including Depositary Interests and shares held through DTC) notwithstanding that the donor or the donee / successor in relation to such gift or inheritance is domiciled and resident outside Ireland. This is because Smurfit WestRock Shares are regarded as property situated in Ireland for CAT purposes. The person who receives the gift or inheritance has primary liability for CAT. Gifts and inheritances passing between spouses are exempt from CAT.

Please see the section of this proxy statement/prospectus entitled “Material U.S. Federal Income and Irish Tax Considerations — Irish Tax Considerations — Capital Acquisitions Tax” for further details.

Changes in and the complexity of U.S. and non-U.S. tax laws or challenges to tax positions may adversely affect Smurfit Kappa, WestRock and, following Completion, Smurfit WestRock.

Any change in tax law, interpretation or practice, or in the terms of tax treaties, in a jurisdiction where Smurfit Kappa and WestRock or any of their respective subsidiaries is subject to tax could adversely affect Smurfit Kappa, WestRock and, following Completion, Smurfit WestRock.

The Organization for Economic Cooperation and Development (“OECD”) and many countries in Europe, as well as a number of other countries and organizations, have proposed, recommended or (in the case of certain countries) enacted changes to existing tax laws or new tax laws that address issues related to the taxation of multinational corporations. One example is Pillar Two of the OECD’s “BEPS 2.0” initiative, which is aimed at ensuring all companies pay a global minimum tax. In December 2022, the member states of the EU unanimously voted to adopt the OECD’s minimum tax rules and phase them into law, and in February 2023 the OECD released technical guidance on the global minimum tax which was agreed by consensus of the Pillar Two signatory jurisdictions. Under the EU’s minimum tax directive, member states are to adopt, and a number of member states have adopted or proposed, legislation implementing the minimum tax rules effective for periods beginning on or after December 31, 2023, with the “under-taxed profit rule” to take effect for periods beginning on or after December 31, 2024. Ireland enacted legislation implementing the minimum tax rules by way of Finance (No 2) Act 2023 for accounting periods beginning on or after December 31, 2023. Legislatures in multiple countries outside of the EU have also adopted or proposed legislation to implement the OECD’s minimum tax proposal. As a result of these developments and similar developments in other jurisdictions, the tax laws of certain countries in which Smurfit Kappa and its affiliates, and WestRock and its affiliates, do business could change on a prospective or retroactive basis, and any such change could significantly increase Smurfit WestRock’s tax obligations in the countries in which it will do business or require Smurfit WestRock to change the manner in which it operates its business, which may adversely affect Smurfit WestRock after the Combination.

Furthermore, U.S. Congress or the Biden administration (or subsequent administrations) could enact changes to U.S. corporate income taxes by increasing corporate tax rates, imposing new limitations on deductions, credits or other tax benefits, or making other changes that may adversely affect the business, cash flows or financial performance of Smurfit WestRock. There is a substantial lack of clarity around the likelihood, timing and details of any such changes. At this time, it is not possible to determine whether such changes could adversely affect Smurfit WestRock.

Each of Smurfit Kappa and WestRock is, and following Completion Smurfit WestRock will be, subject to tax laws of numerous jurisdictions, and the interpretation of those laws is subject to challenge by the relevant governmental entities.

Following Completion, Smurfit WestRock will operate in 40 countries and, as a result of the Combination, will have a material presence in the United States. The tax rules to which Smurfit Kappa and WestRock are, and following Completion Smurfit WestRock will be, subject, including in the United States, are increasingly complex. The members of Smurfit WestRock will be required to make judgements as to the interpretation and application of these rules, both as to the Merger and the Scheme and as to the operations of Smurfit WestRock. Changes in tax law (including tax rates), tax treaties, accounting policies

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and accounting standards, including as a result of the OECD’s Inclusive Framework that proposes a minimum global tax (“Pillar Two”) and the EU’s anti-tax abuse measures, combined with increased investments by governments in the digitalization of tax administration and tax compliance, could result in an increased tax burden for Smurfit Kappa, WestRock and, following Completion, Smurfit WestRock, as well as increased levels of audit activity, investigations, litigation or other actions by relevant governmental entities.

Under any such audit, investigation, litigation or other action, governmental entities may disagree with the interpretation and/or application of relevant tax rules by the members of Smurfit WestRock. A challenge by governmental entities in such circumstances may require members of Smurfit WestRock to incur additional costs in connection with litigation or in reaching settlement and, if a governmental entity’s challenge is successful, could result in additional taxes, interest and/or penalties being assessed on members of Smurfit WestRock. This could increase the amounts payable in respect of tax by the members of Smurfit WestRock and may, given the current political and economic environment in relation to tax liabilities of multinational companies, cause reputational damage to Smurfit WestRock. Smurfit Kappa and WestRock regularly assess, and Smurfit WestRock will regularly assess, the likely outcomes of such audits, investigations, litigation or other actions to determine the appropriateness of their respective tax provisions and any uncertain tax positions. However, Smurfit Kappa, WestRock or Smurfit WestRock may not accurately predict the outcomes of these audits, investigations, litigation or other actions and the actual outcomes of such audits, investigations, litigation or other actions could have a material impact on Smurfit WestRock’s financial results.

Risks Relating to Ownership of Smurfit WestRock Shares

The market price and trading volume of Smurfit WestRock Shares may be particularly volatile in the period following Completion, and holders of the Smurfit WestRock Shares could lose a significant portion of their investment due to drops in the market price of the Smurfit WestRock Shares.

The market price and trading volume of Smurfit WestRock Shares may be volatile following Completion, and Smurfit WestRock Shareholders may not be able to resell their Smurfit WestRock Shares at or above their value at the Merger Effective Time due to fluctuations in the market price, including changes in price caused by factors unrelated to Smurfit WestRock’s operating performance or prospects.

The market price and trading volume of Smurfit WestRock Shares could fluctuate significantly for many reasons, including, without limitation:

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as a result of the risk factors listed in this proxy statement/prospectus;

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actual or anticipated fluctuations in Smurfit WestRock’s operating results;

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for reasons unrelated to operating performance, such as reports by industry analysts, investor perceptions, or negative announcements by Smurfit WestRock’s customers or competitors regarding their own performance;

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regulatory changes that could impact Smurfit WestRock’s business; and

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general economic and industry conditions.

In the past, following large price declines in the public market price of a company’s securities, securities class action litigation has often been initiated against that company. Litigation of this type against Smurfit WestRock could result in substantial costs and diversion of management’s attention and resources, which could adversely affect its business, results of operation, financial condition and/or prospects. Any adverse determination in litigation against Smurfit WestRock could also subject it to significant liabilities.

Substantial future sales of Smurfit WestRock Shares or future sales by particular persons could impact the trading price of Smurfit WestRock Shares.

Sales of a substantial number of Smurfit WestRock Shares or sales of Smurfit WestRock Shares by particular persons, or the perception that these sales might occur, could depress the market price of the Smurfit WestRock Shares and could impair Smurfit WestRock’s ability to raise capital through the sale of

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additional equity securities. For example, WestRock Stockholders or Smurfit Kappa Shareholders may decide to sell the Smurfit WestRock Shares received by them in the Combination, rather than remain Smurfit WestRock Shareholders, which could have an adverse impact on the trading price of the Smurfit WestRock Shares.

There has been no prior public market for Smurfit WestRock Shares on either the NYSE or the LSE, an active market for such securities may not develop or be sustained and trading prices may vary, and there is no guarantee that Smurfit WestRock Shares will be included in an S&P Index following Completion.

Prior to Completion, Smurfit WestRock Shares will not be publicly traded and there will not have been any public market for the Smurfit WestRock Shares. Subject to Completion, an application will be made for the Smurfit WestRock Shares to be approved for listing on the NYSE. Applications will also be made for the Smurfit WestRock Shares to be admitted to the standard listing segment of the Official List of the FCA and to trading on the LSE’s main market for listed securities. Following Completion, an active trading market for the Smurfit WestRock Shares may not develop or be sustained. Smurfit WestRock cannot predict the extent to which investor interest will lead to the development of an active trading market in the Smurfit WestRock Shares or whether such a market will be sustained following Completion.

Although Smurfit WestRock, WestRock and Smurfit Kappa will use their respective reasonable best efforts to seek inclusion after the Merger Effective Time of the Smurfit WestRock Shares in an S&P Index, the decision as to whether to admit the Smurfit WestRock Shares to an S&P Index is ultimately at the discretion of the S&P Index Committee and consequently there is no guarantee that the Smurfit WestRock Shares will be included in an S&P Index. If the Smurfit WestRock Shares are not included in an S&P Index, Smurfit WestRock’s access to investor capital may be reduced.

Following Completion, Smurfit WestRock Shares will not be eligible for inclusion in the UK series of FTSE indices, which could have an adverse effect on the trading price, trading volumes and liquidity of the Smurfit WestRock Shares.

The Smurfit Kappa Shares are currently included in the FTSE 100 Index and (i) listed on the premium listing segment of the Official List of the FCA and admitted to trading on the main market for listed securities of the LSE, and (ii) listed on the Official List of Euronext Dublin and admitted to trading on the Euronext Dublin Market. Following Completion, the Smurfit WestRock Shares are expected to be (i) approved for listing on the NYSE and (ii) admitted to the standard listing segment of the Official List of the FCA (or, subject to the Draft New UK Listing Rules being implemented by the FCA in their current form and taking effect at the relevant time post-Completion, expected to be admitted to the new Equity Shares (International Commercial Companies Secondary Listing) category thereunder) and to trading on the LSE’s main market for listed securities. In addition, it is expected that Smurfit Kappa Shares will be delisted from the premium listing segment of the Official List of the FCA and the Smurfit Kappa Shares will cease trading on the main market for listed securities of the LSE, and that Smurfit Kappa Shares will delist from the Official List of Euronext Dublin and will cease trading on the Euronext Dublin Market. The Combination is therefore expected to result in Smurfit WestRock not being eligible for inclusion in the UK series of FTSE indices, including the FTSE 100 Index, which could have an adverse impact on the trading price, trading volumes and liquidity of the Smurfit WestRock Shares.

Smurfit WestRock’s maintenance of two exchange listings may adversely affect liquidity in the market for Smurfit WestRock Shares and result in pricing differentials of Smurfit WestRock Shares between the two exchanges.

Trading in Smurfit WestRock Shares on the NYSE and the LSE will take place in different currencies (U.S. dollars on the NYSE and sterling on the LSE) and at different times (resulting from different time zones, different trading hours and different trading days for the NYSE and the LSE). The trading prices of Smurfit WestRock Shares on these two exchanges may at times differ due to these and other factors. Any decrease in the price of Smurfit WestRock Shares on the NYSE could cause a decrease in the trading price of Smurfit WestRock Shares on the LSE and vice versa.

The benefits Smurfit WestRock expects of the dual listing on the NYSE and the LSE, which are increased liquidity, visibility among investors and access to investors who may be able to hold listed shares

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in the U.K. but not the U.S., and vice versa, may not be realized or, if realized, may not be sustained, and the costs associated with a dual listing may ultimately outweigh the associated benefits.

A standard listing pursuant to Chapter 14 of the Listing Rules affords shareholders a lower level of protection than a premium listing.

Following Completion, Smurfit WestRock will be subject to the Listing Rules that apply to companies listed on the standard listing segment of the Official List of the FCA (or, subject to the Draft New UK Listing Rules being implemented by the FCA in their current form and taking effect at the relevant time post-Completion, those that are expected to apply to companies listed on the new Equity Shares (International Commercial Companies Secondary Listing) category), the Prospectus Regulation Rules and the DTRs; however, although Smurfit WestRock will be subject to applicable U.S. and NYSE corporate governance rules, it will not be required to comply with provisions of the Listing Rules which currently apply only to companies listed on the premium listing segment of the Official List of the FCA (or, subject to the Draft New UK Listing Rules being implemented by the FCA in their current form and taking effect at the relevant time post-Completion, those that are expected to apply to companies listed on the new Equity Shares (Commercial Companies) category).

The market price for Smurfit WestRock Shares may be affected by factors different from those that historically have affected the Smurfit Kappa Shares and WestRock Stock.

Upon Completion, holders of WestRock Stock (other than WestRock, any WestRock subsidiary, Smurfit Kappa, Merger Sub or any of their respective subsidiaries, to the extent they own WestRock Stock) and Smurfit Kappa Shareholders will become holders of Smurfit WestRock Shares. Smurfit Kappa and WestRock each have businesses that differ from each other. Accordingly, the results of operations of Smurfit WestRock will be affected by some factors that are different from those currently affecting the results of operations of each of Smurfit Kappa and WestRock. For a discussion of the businesses of Smurfit Kappa and WestRock and of certain important factors to consider in connection with those businesses, see the section of this proxy statement/prospectus entitled “Business Overview of Smurfit Kappa”, and the documents incorporated by reference into this proxy statement/prospectus (including, without limitation, WestRock’s Annual Report on Form 10-K for the year ended September 30, 2023), referred to under “Where You Can Find More Information” in this proxy statement/prospectus.

Current WestRock Stockholders will have a reduced ownership and voting interest in, and will exercise less influence over management of, Smurfit WestRock after Completion than they did with respect to WestRock prior to Completion.

WestRock Stockholders currently have the right to vote in the election of WestRock’s board of directors and on certain other matters affecting WestRock. Upon Completion, each WestRock Stockholder that receives Smurfit WestRock Shares will become a shareholder of Smurfit WestRock with a percentage ownership of Smurfit WestRock that is smaller than the WestRock Stockholder’s current percentage ownership of WestRock. It is expected that Smurfit Kappa Shareholders and WestRock Stockholders are expected to own, immediately following Completion, approximately 50.4% and 49.6% of Smurfit WestRock, respectively, based on the number of shares outstanding of both Smurfit Kappa and WestRock as of the date of the announcement of the Combination (September 12, 2023). In addition, upon Completion, the Smurfit WestRock Board will consist of 14 directors, eight of whom will be from the existing Smurfit Kappa Board and selected by Smurfit Kappa and six of whom will be from the existing WestRock Board and selected by WestRock. As a result, WestRock Stockholders as a group will have less influence on the management and policies of Smurfit WestRock than they now have on the management and policies of WestRock.

Shareholders of Smurfit WestRock may be subject to currency exchange rate risk.

As the functional and presentational currency of Smurfit WestRock is expected to be U.S. dollars, any dividends declared by Smurfit WestRock will be denominated, and paid to Smurfit WestRock Shareholders, in U.S. dollars. An investment in Smurfit WestRock Shares by an investor whose principal currency is not U.S. dollars exposes the investor to foreign currency exchange rate risk. Any fluctuations in the value of U.S.

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dollars relative to such foreign currency may reduce the value of the investment in the Smurfit WestRock Shares or any dividends in foreign currency terms.

Following Completion, a substantial portion of Smurfit WestRock’s net sales will be denominated in U.S. dollars, with the remainder primarily denominated in Euro, and, to a lesser extent, the local currencies of the other countries in which Smurfit WestRock will operate, including but not limited to the British pound, the Canadian dollar, the Swedish krona, the Danish krone, the Polish złoty, the Bulgarian lev, the Serbian dinar, the Mexican peso, the Colombian peso, the Brazilian real and the Argentinian peso. Changes in the value of these currencies against the U.S. Dollar could have a material adverse effect on Smurfit WestRock’s business, results of operations, financial condition and/or prospects as reported in U.S. Dollars. At Completion, a substantial portion of Smurfit WestRock’s debt will be denominated in U.S. Dollars, with the remainder primarily denominated in Euro. Changes in the value of other currencies against the U.S. Dollar may expose Smurfit WestRock to the effects of fluctuations in spot exchange rates (i) between loan issue and loan repayment dates, and (ii) on open balances at each balance sheet date.

Smurfit WestRock will seek Irish High Court approval of the creation of distributable reserves. Smurfit WestRock expects this approval will be forthcoming, but cannot guarantee it.

Under Irish law, dividends may only be paid and share repurchases and redemptions must generally be funded only out of “distributable reserves,” which Smurfit WestRock will not have immediately following Completion. The creation of distributable reserves of Smurfit WestRock involves a reduction in Smurfit WestRock’s share premium account (including any amounts credited to Smurfit WestRock’s share premium account upon the capitalization of any merger reserve or like reserve resulting from the Combination), which requires the approval of the Irish High Court and, in connection with seeking such court approval, the approval of Smurfit Kappa Shareholders and WestRock Stockholders is being sought. Smurfit Kappa and WestRock are not aware of any reason why the Irish High Court would not approve the creation of distributable reserves in this manner; however, the issuance of the required order is a matter for the discretion of the Irish High Court.

There will also be no guarantee that the required approvals by Smurfit Kappa Shareholders and WestRock Stockholders will be obtained. Even if the proposal is approved by WestRock Stockholders, the Irish High Court may not exercise its discretion to approve the creation of the distributable reserves if it is not satisfied that there is sufficient support among WestRock Stockholders, particularly where the WestRock Distributable Reserves Proposal is not approved by more than 75% of the votes cast in respect of the resolution. In the event that distributable reserves of Smurfit WestRock are not created, no distributions by way of dividends, share repurchases or otherwise will be permitted under Irish law until such time as Smurfit WestRock has otherwise created sufficient distributable reserves (including from its business activities).

Any dividend payment in respect of Smurfit WestRock Shares is subject to a number of factors, including the distributions of earnings to Smurfit WestRock by its subsidiaries, the financial condition and results of operations of Smurfit WestRock, as well as the distributable reserves of Smurfit WestRock and the discretion of the Smurfit WestRock Board, and there are no guarantees that Smurfit WestRock will pay dividends or the level of any such dividends.

Any determination to pay dividends to Smurfit WestRock Shareholders will be at the discretion of the Smurfit WestRock Board and will be dependent on then-existing conditions, including but not limited to, Smurfit WestRock’s results of operations, capital investment priorities, the market price of Smurfit WestRock shares and access to capital markets, legal requirements, industry practice, the distribution of earnings to Smurfit WestRock by its subsidiaries, the financial condition, limitations under Irish law and other factors Smurfit WestRock deems relevant. Smurfit WestRock believes that dividends are a central component of its objective to deliver value for Smurfit WestRock Shareholders and recognizes the importance of dividends to Smurfit WestRock Shareholders. While there can be no assurance that Smurfit WestRock Shareholders will receive or be entitled to dividends that are equivalent to the historical dividends of Smurfit Kappa or WestRock, Smurfit WestRock intends to pay dividends to Smurfit WestRock Shareholders in line with Smurfit Kappa’s current attractive dividend policy. Smurfit Kappa has historically paid regular dividends and, following Completion, it is intended that Smurfit WestRock will declare dividends on a quarterly basis,

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although there is no assurance as to the timing or level of future dividend payments, if any, because these depend on, among other considerations, future earnings, capital requirements and financial condition. Accordingly, realization of a gain on Smurfit WestRock Shareholders’ Smurfit WestRock Shares received in the Combination may depend on the appreciation of the price of the Smurfit WestRock Shares, which may never occur. See the risk factor entitled “— Smurfit WestRock will seek Irish High Court approval of the creation of distributable reserves. Smurfit WestRock expects this will be forthcoming, but cannot guarantee this.” below for additional details.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about Smurfit WestRock’s business, the price and/or trading volume of Smurfit WestRock Shares could decline.

The trading market for Smurfit WestRock Shares will depend, in part, on the research and reports that securities or industry analysts publish about Smurfit WestRock and its business. Generally, securities and industry analysts based in the United States provide more coverage of U.S. incorporated issuers than of foreign issuers. If too few analysts commence and maintain coverage of Smurfit WestRock, the trading price for its shares might be adversely affected. Similarly, if one or more of the analysts currently covering WestRock or Smurfit Kappa cease coverage of Smurfit WestRock or fail to publish reports on it regularly, demand for Smurfit WestRock Shares could decrease, which might cause the price of Smurfit WestRock Shares and trading volume to decline. In addition, if analysts publish inaccurate or unfavorable research about Smurfit WestRock’s business, the price and/or trading volume of Smurfit WestRock Shares could decline.

The Smurfit WestRock Shares to be received by WestRock Stockholders in connection with the Combination will have different rights from WestRock Stock.

Upon Completion, WestRock Stockholders will no longer be stockholders of WestRock, but will instead be shareholders of Smurfit WestRock. The rights of former WestRock Stockholders who become Smurfit WestRock Shareholders will be governed by the Smurfit WestRock Constitution, which will be adopted as of immediately prior to the Scheme Effective Time, in the form attached as Annex B to this proxy statement/prospectus. The rights associated with Smurfit WestRock Shares are different from the rights attached with WestRock Stock. See the section of this proxy statement/prospectus entitled “Comparison of the Rights of Holders of WestRock Stock and Smurfit WestRock Shares”.

Any attempts to acquire Smurfit WestRock will be subject to the Irish Takeover Rules and subject to the supervisory jurisdiction of the Irish Takeover Panel and the Smurfit WestRock Board may be limited by the Irish Takeover Rules in its ability to defend an unsolicited takeover attempt.

Smurfit WestRock will be subject to the Irish Takeover Rules, which regulate the conduct of takeovers of, and certain other relevant transactions affecting, Irish public limited companies listed on certain stock exchanges, including the NYSE and the LSE. The Irish Takeover Rules are administered by the Irish Takeover Panel, which has supervisory jurisdiction over such transactions. Among other matters, the Irish Takeover Rules operate to ensure that no offer is frustrated or unfairly prejudiced and, in situations involving multiple bidders, that there is a level playing field.

Smurfit WestRock will become subject to the Irish Takeover Rules, under which Smurfit WestRock will not be permitted to take certain actions that might “frustrate” an offer for Smurfit WestRock Shares once the Smurfit WestRock Board has received an offer, or has reason to believe an offer is or may be imminent, without the approval of more than 50% of shareholders entitled to vote at a general meeting of Smurfit WestRock Shareholders or the consent of the Irish Takeover Panel.

This could limit the ability of the Smurfit WestRock Board to take defensive actions even if it believes that such defensive actions would be in Smurfit WestRock’s best interests or the best interests of Smurfit WestRock Shareholders.

The operation of the Irish Takeover Rules and/or provisions of the Smurfit WestRock Constitution may affect the ability of certain parties to acquire Smurfit WestRock Shares.

The operation of the Irish Takeover Rules and/or provisions of the Smurfit WestRock Constitution could delay, defer or prevent a third party from acquiring Smurfit WestRock or otherwise adversely affect the price of Smurfit WestRock Shares.

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For example, the Irish Takeover Rules provide if that an acquisition of Smurfit WestRock Shares were to increase the aggregate holding of the acquirer and its concert parties to Smurfit WestRock Shares that represent 30% or more of the voting rights of the Company, the acquirer and, in certain circumstances, its concert parties would be required (except with the consent of the Irish Takeover Panel) to make an offer for the outstanding Smurfit WestRock Shares at a price not less than the highest price paid for the Smurfit WestRock Shares by the acquirer or its concert parties during the previous 12 months.

This requirement would also be triggered by an acquisition of Smurfit WestRock Shares by a person holding (together with its concert parties) Smurfit WestRock Shares that represent between 30% and 50% of the voting rights in the Company if the effect of such acquisition were to increase that person’s percentage of the voting rights by 0.05% within a 12-month period.

Following the listing of Smurfit WestRock Shares on the NYSE, under the Irish Takeover Rules, certain separate concert parties will be presumed to be acting in concert. The Smurfit WestRock Board and their relevant family members, related trusts and “controlled companies” are presumed to be acting in concert with any corporate shareholder who holds 20% or more of Smurfit WestRock.

The application of these presumptions may result in restrictions upon the ability of any of the concert parties and/or members of the Smurfit WestRock Board to acquire more of Smurfit WestRock’s securities, including under the terms of any executive incentive arrangements. Accordingly, the application of the Irish Takeover Rules may frustrate the ability of certain of Smurfit WestRock’s shareholders and directors to acquire Smurfit WestRock Shares.

Additionally, the Smurfit WestRock Constitution provides (1) that the Smurfit WestRock Board may issue preference shares without shareholder approval, with such rights and preferences as they may designate; (2) that the Smurfit WestRock Board may, subject to applicable law, adopt a shareholder rights plan upon such terms and conditions as it deems expedient and in the best interests of Smurfit WestRock; (3) for an advance notice procedure for shareholder proposals to be brought before the annual general meeting, including proposed nominations of persons for election to the Smurfit WestRock Board; and (4) that the Smurfit WestRock Board may fill vacancies on the Smurfit WestRock Board in certain circumstances.

These provisions may discourage potential takeover attempts, discourage bids for Smurfit WestRock Shares at a premium over the market price or adversely affect the market price of, and the voting and other rights of the holders of, the Smurfit WestRock Shares. These provisions could also discourage proxy contests and make it more difficult for Smurfit WestRock Shareholders to elect directors other than the candidates nominated by the Smurfit WestRock Board. See the section of this proxy statement/prospectus entitled “Description of Smurfit WestRock Shares and the Smurfit WestRock Constitution” for additional information on the anti-takeover measures that may be applicable to Smurfit WestRock.

Future offerings of debt or equity securities by Smurfit WestRock may materially adversely affect the share price, and future capitalization measures could lead to dilution of existing Smurfit WestRock Shareholders’ interests in Smurfit WestRock, for example if Smurfit WestRock increases its issued share capital in conjunction with a disapplication of statutory pre-emption rights. In addition, Smurfit WestRock Shareholders in certain jurisdictions, including the U.S., may not be able to exercise their pre-emption rights even if those rights have not been disapplied.

Smurfit WestRock may seek to raise additional capital through the issuance of new shares or convertible or exchangeable bonds to finance organic growth or future acquisitions. Increasing the number of issued shares while disapplying pre-emption rights for existing Smurfit WestRock Shareholders would dilute the ownership interests of existing Smurfit WestRock Shareholders.

Irish law generally provides that a board of directors may allot and issue shares (or rights to subscribe for or convert into shares) if authorized to do so by a company’s constitution or by an ordinary resolution. Such authorization may be granted for up to the maximum of a company’s authorized but unissued share capital and for a maximum period of five years, at which point it must be renewed by another ordinary resolution.

This authorization will need to be renewed by ordinary resolution upon its expiration and at periodic intervals thereafter. Under Irish law, an allotment authority may be given for up to five years at each renewal,

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but governance considerations may result in seeking renewals for shorter periods or for less than the maximum permitted number of shares being sought or approved. Smurfit WestRock expects to seek an annual allotment authority at its annual general meetings.

While Irish law also generally provides shareholders with pre-emptive rights when new shares are issued for cash, it is possible for Smurfit WestRock Shareholders in a general meeting, to exclude such pre-emptive rights. This exclusion will need to be renewed by special resolution (approval by not less than 75% of the votes cast in person or by proxy) upon its expiration and at periodic intervals thereafter. Under Irish law, a disapplication of pre-emption rights may be authorized for up to five years at each renewal, but governance considerations may result in seeking renewals for shorter periods or for less than the maximum permitted number of unissued shares being sought or approved. It is expected that Smurfit WestRock will seek shareholder authority for the disapplication of pre-emption rights at its annual general meetings in a manner consistent with market practice for Irish companies with domestic issuer status in the United States, which currently envisages an annual authority of up to 20% of issued share capital.

In addition, even if pre-emption rights are not disapplied, securities laws of certain jurisdictions may restrict Smurfit WestRock’s ability to allow participation by Smurfit WestRock Shareholders in future offerings. In particular, Smurfit WestRock Shareholders in certain countries, including the U.S., may not be entitled to exercise these rights, unless Smurfit WestRock complies with local requirements, or in the case of the U.S., unless the Smurfit WestRock Shares and any other securities that are offered and sold are registered under the Securities Act, or the Smurfit WestRock Shares and such other securities are offered pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

Smurfit WestRock Shareholders’ ownership interests could also be diluted if other companies or equity interests in companies are acquired in exchange for new Smurfit WestRock Shares to be issued and if Smurfit WestRock Shares are issued to employees under equity based incentive plans.

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PARTIES TO THE COMBINATION

WestRock Company

1000 Abernathy Road
Atlanta, Georgia 30328
United States
(770) 448-2193

WestRock Company, a Delaware corporation, is a multinational provider of sustainable fiber-based paper and packaging solutions. WestRock partners with its customers to provide differentiated, sustainable paper and packaging solutions that help its customers win in the marketplace. WestRock employees support customers around the world from operating and business locations in North America, South America, Europe, Asia and Australia.

WestRock Stock is currently listed on the NYSE under the symbol “WRK.”

Smurfit Kappa Group plc

Beech Hill, Clonskeagh
Dublin 4, D04 N2R2
Ireland
+353 1 202 7000

Smurfit Kappa Group plc, a public limited company incorporated in Ireland and currently a FTSE 100 company, is one of the leading providers of paper-based packaging solutions in the world, with approximately 47,000 employees in over 350 production sites across 36 countries and with net sales of approximately $12.1 billion in 2023. Smurfit Kappa is located in 22 countries in Europe, 13 in the Americas and one in Africa. It is a large-scale pan-regional player in Latin America. Smurfit Kappa’s products, the vast majority of which are 100% renewable and produced sustainably, can improve the environmental footprint of its customers. With its proactive team, Smurfit Kappa relentlessly uses its extensive experience and expertise, supported by its scale, to open up opportunities for its customers. It collaborates with forward-thinking customers by sharing superior product knowledge, market understanding and insights in packaging trends to ensure business success in their markets. Smurfit Kappa has an unrivalled portfolio of paper-based packaging solutions in the markets in which it operates, which is constantly updated with its market-leading innovations. This is enhanced through the benefits of its integration, with optimal paper design, logistics, timeliness of service, and its packaging plants sourcing most of their raw materials from its own paper mills. Smurfit Kappa has a proud tradition of supporting social, environmental and community initiatives in the countries where it operates. Through these projects, Smurfit Kappa supports the UN Sustainable Development Goals, focusing on where it believes it has the greatest impact.

Smurfit Kappa Shares are currently listed on the LSE under the symbol “SKG,” and on the Euronext Dublin Market under the symbol “SK3.”

Smurfit WestRock Limited

Beech Hill, Clonskeagh
Dublin 4, D04 N2R2
Ireland
+353 1 202 7000

Smurfit WestRock Limited was incorporated and registered in Ireland on July 6, 2017 under the Irish Companies Act as a private company limited by shares with registered number 607515, with the name “Cepheidway Limited.” We refer to Smurfit WestRock Limited as “Smurfit WestRock.” On December 11, 2023, Smurfit WestRock changed its name to “Smurfit WestRock Limited.” It is anticipated that, prior to Completion, Smurfit WestRock will re-register as an Irish public limited company pursuant to Part 20 of the Irish Companies Act and be renamed “Smurfit WestRock plc.” Upon Completion, Smurfit Kappa and WestRock will each become wholly owned subsidiaries of Smurfit WestRock and Smurfit WestRock will continue as the new holding company of the Combined Group of Smurfit Kappa and WestRock. Following

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the Combination, former Smurfit Kappa Shareholders and WestRock Stockholders will be holders of Smurfit WestRock Shares. Smurfit WestRock will have had no historical operations nor traded or carried out any business of its own since its incorporation until just prior to consummation of the Combination.

Smurfit WestRock has not carried on any activities or operations to date, except for those activities incidental to its formation or undertaken in connection with the Combination. There is currently no established public trading market for Smurfit WestRock Shares, but Smurfit WestRock Shares are expected to trade on the NYSE under the symbol “SW” and the LSE under the symbol “SWR” upon consummation of the Combination.

Sun Merger Sub, LLC

c/o Smurfit WestRock
Beech Hill, Clonskeagh
Dublin 4, D04 N2R2
Ireland
+353 1 202 7000

Sun Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Smurfit WestRock, was formed on September 8, 2023, solely for the purpose of facilitating the Combination. We refer to Sun Merger Sub, LLC as “Merger Sub.” Merger Sub has not carried on any activities or operations to date, except for those activities incidental to its formation or undertaken in connection with the Combination. In connection with the Combination, Merger Sub will merge with and into WestRock, with WestRock surviving the merger as a wholly owned subsidiary of Smurfit WestRock.

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INFORMATION ABOUT THE WESTROCK SPECIAL MEETING

Date, Time and Place of the WestRock Special Meeting

This proxy statement/prospectus is being furnished to WestRock Stockholders as a part of the solicitation of proxies by the WestRock Board for use at the WestRock Special Meeting to be held on June 13, 2024 at 9 a.m., Eastern Time, or at any adjournment or postponement thereof. WestRock will hold the WestRock Special Meeting in a virtual format only at www.virtualshareholdermeeting.com/WRK2024SM.

Purpose of the WestRock Special Meeting

At the WestRock Special Meeting, WestRock Stockholders will be asked to consider and vote to approve:

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the Transaction Proposal;

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the Combination-Related Compensation Proposal; and

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the WestRock Distributable Reserves Proposal.

Record Date; Shares Entitled to Vote; Quorum

Only WestRock Stockholders of record as of the close of business on May 1, 2024 are entitled to notice of the WestRock Special Meeting and to vote at the WestRock Special Meeting. A list of stockholders entitled to vote at the WestRock Special Meeting will be available for inspection in WestRock’s headquarters located at 1000 Abernathy Road, Atlanta, Georgia 30328, United States, during regular business hours for a period of at least 10 days ending on the day before the date of the WestRock Special Meeting.

The inspector of elections appointed for the WestRock Special Meeting will tabulate votes cast by proxy or by ballot at the WestRock Special Meeting. The inspector of elections will also determine whether a quorum is present. The presence of a majority of the outstanding shares of WestRock Stock entitled to vote at the WestRock Special Meeting constitutes a quorum. Where WestRock Stockholders abstain from voting their shares of WestRock Stock on any proposal, such shares of WestRock Stock will be treated as present and entitled to vote at the WestRock Special Meeting for purposes of determining whether a quorum is present.

With respect to shares held in “street name”, your broker, bank, trust or other nominee generally has the discretionary authority to vote uninstructed shares on “routine” matters, but cannot vote such uninstructed shares on “non-routine” matters. Because the Proposals presented to WestRock Stockholders are considered non-discretionary, there will not be any broker non-votes at the WestRock Special Meeting. Broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the WestRock Special Meeting, and otherwise will have no effect on a particular proposal.

Vote Required; Abstentions and Broker Non-Votes

The affirmative vote of a majority of the outstanding shares of WestRock Stock entitled to vote thereon is required to approve the Transaction Proposal. This means that the Transaction Proposal will be approved if the number of shares voted “FOR” such proposal is greater than fifty percent (50%) of the total number of outstanding shares of WestRock Stock entitled to vote at the WestRock Special Meeting. The affirmative vote of the holders of a majority of the shares of WestRock Stock present in person or represented by proxy and entitled to vote at the WestRock Special Meeting, provided a quorum is present, is required to approve, by means of a non-binding, advisory vote, the Combination-Related Compensation Proposal. The affirmative vote of the holders of a majority of the shares of WestRock Stock present in person or represented by proxy and entitled to vote at the WestRock Special Meeting, provided a quorum is present, is required to approve, by means of a non-binding, advisory vote, the WestRock Distributable Reserves Proposal. Abstentions will have the same effect as votes “AGAINST” the Transaction Proposal, the Combination-Related Compensation Proposal, and the WestRock Distributable Reserves Proposal. Because the proposals presented to WestRock Stockholders will be considered non-discretionary, we do not anticipate any broker non-votes at the WestRock Special Meeting. Broker non-votes will not be considered

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present for the purposes of establishing a quorum and will not count as votes cast at the WestRock Special Meeting, and otherwise will have no effect on a particular proposal. However, if you hold your shares in “street name” and give voting instructions to your broker, bank, trust or other nominee with respect to one of the Proposals, but give no instruction as to the other Proposals, then those shares will be deemed present at the WestRock Special Meeting for purposes of establishing a quorum at the WestRock Special Meeting, will be voted as instructed with respect to the Proposal as to which instructions were given, and will not be voted with respect to any other Proposal.

Voting of Proxies

If your shares are registered in your name with WestRock’s transfer agent, Computershare, you may cause your shares to be voted by submitting electronically over the Internet or by phone a proxy authorizing the voting of your shares by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy electronically over the Internet or by telephone. We encourage all stockholders to vote electronically. Alternatively, if you do not have access to a touch-tone phone or the Internet, you may sign, date and return the enclosed proxy card in the postage-paid envelope provided. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If you plan to attend and desire to vote at the WestRock Special Meeting in a virtual format, you will be provided with a virtual ballot at the WestRock Special Meeting. Even if you plan to attend the WestRock Special Meeting, we encourage you to submit your proxy to vote your shares in advance of the WestRock Special Meeting.

Voting instructions are included on your enclosed proxy card. All shares represented by properly executed proxies received in time for the WestRock Special Meeting will be voted at the WestRock Special Meeting in accordance with the instructions of the WestRock Stockholders. Properly executed proxies that do not contain voting instructions will be voted “FOR” the Transaction Proposal, “FOR” the Combination-Related Compensation Proposal and “FOR” the WestRock Distributable Reserves Proposal. No proxy that is specifically marked against the Transaction Proposal will be voted in favor of the Combination-Related Compensation Proposal or WestRock Distributable Reserves Proposal, unless it is specifically marked “FOR” the approval of such proposal.

If your shares of WestRock Stock are held in “street name” and you do not instruct your broker, bank, trust or other nominee how to vote your shares, then, because the Proposals are “non-routine matters,” your broker, bank, trust or other nominee would not have discretionary authority to vote your shares on the Proposals.

If your shares of WestRock Stock are held in “street name,” your broker, bank, trust or other nominee has enclosed a voting instruction form with this proxy statement/prospectus. We encourage you to authorize your broker, bank, trust or other nominee to vote your shares “FOR” each of the Proposals by following the instructions provided on the voting instruction form. If you do not vote via the Internet or telephone through your broker, bank, trust or other nominee or do not return your bank’s, broker’s or other nominee’s voting form, or do not attend the WestRock Special Meeting and vote with a proxy from your broker, bank, trust or other nominee, it will be counted as a vote “AGAINST” the Transaction Proposal and will not have any effect on the Combination-Related Compensation Proposal and the WestRock Distributable Reserves Proposal. If you hold your shares in “street name” and give voting instructions to your broker, bank, trust or other nominee with respect to one of the Proposals, but give no instruction as to the other Proposals, then those shares will be deemed present at the WestRock Special Meeting for purposes of establishing a quorum at the WestRock Special Meeting, will be voted as instructed with respect to the Proposal as to which instructions were given, and will not be voted with respect to any other Proposal.

How You May Revoke or Change Your Vote

You may change or revoke your previously submitted proxy at any time before the WestRock Special Meeting or, if you attend the WestRock Special Meeting in a virtual format, by voting by virtual ballot at the WestRock Special Meeting. If you hold your shares as a record holder, you may change or revoke your proxy in any one of the following ways:

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by re-voting at a subsequent time by Internet or by telephone following the instructions on the enclosed proxy card;

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by signing a new proxy card with a date later than your previously delivered proxy and submitting it following the instructions on the enclosed proxy card;

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by delivering a signed revocation letter to WestRock’s Corporate Secretary, at WestRock’s address above before the WestRock Special Meeting, which states that you have revoked your proxy; or

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by attending the WestRock Special Meeting in a virtual format and voting by virtual ballot. Attending the WestRock Special Meeting will not in and of itself revoke a previously submitted proxy. You must specifically vote by ballot at the WestRock Special Meeting for your previous proxy to be revoked. To vote during the WestRock Special Meeting, you must do so by logging into www.virtualshareholdermeeting.com/WRK2024SM using the 16-digit control number included in your proxy materials.

Please note that to be effective, your new proxy card, Internet or telephonic voting instructions or written notice of revocation must be received by WestRock’s Corporate Secretary prior to the WestRock Special Meeting.

If your shares are held in “street name” by a broker, bank, trust or other nominee, you may change your voting instructions by following the instructions of your broker, bank, trust or other nominee. You may also vote at the WestRock Special Meeting by ballot if you register in advance to attend the WestRock Special Meeting following the procedures described below and if you provide a valid legal proxy from your broker, bank, trust or other nominee.

Any adjournment, recess or postponement of the WestRock Special Meeting for the purpose of soliciting additional proxies will allow WestRock Stockholders who have already sent in their proxies to revoke them at any time prior to their use at the WestRock Special Meeting which was adjourned, recessed or postponed.

Adjournments

If a quorum is not present or if there are not sufficient votes for the approval of the Transaction Proposal, WestRock expects that the WestRock Special Meeting will be adjourned by the chair at the WestRock Special meeting, or any officer entitled to preside at or act as secretary of the WestRock Special Meeting pursuant to WestRock’s bylaws to solicit additional proxies in accordance with the Transaction Agreement. At any subsequent reconvening of the WestRock Special Meeting, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the WestRock Special Meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

If the WestRock Special Meeting is adjourned, WestRock is not required to give notice of the time and place of the adjourned meeting if announced at the WestRock Special Meeting at which the adjournment is taken, unless the adjournment is for more than thirty (30) days or the WestRock Board fixes a new record date for the WestRock Special Meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original WestRock Special Meeting.

Technical Difficulties or Trouble Accessing the Virtual Meeting Website

If WestRock experiences technical difficulties during the WestRock Special Meeting (e.g., a temporary or prolonged power outage), it will determine whether the WestRock Special Meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the WestRock Special Meeting will need to be reconvened on a later day (if the technical difficulty is more prolonged). In any such situation, WestRock will promptly notify stockholders of the decision via the virtual meeting website.

Technical support will be ready to assist you with any individual technical difficulties you may have accessing the virtual meeting website. Contact information for technical support will appear on the virtual meeting login page prior to the start of the WestRock Special Meeting.

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Tabulation of Votes

All votes will be tabulated by the inspector of elections appointed for the WestRock Special Meeting. The inspector of elections will separately tabulate affirmative and negative votes and abstentions.

Solicitation of Proxies

The cost of this proxy solicitation will be borne by WestRock. Our directors, officers and employees may solicit proxies in person, by mail, telephone, facsimile and email, or by other electronic means. We will pay these directors, officers and employees no additional compensation for these services. We will reimburse banks, brokers and other nominees for their reasonable, out-of-pocket expenses incurred in forwarding this proxy statement/prospectus and related materials to, and obtaining instructions relating to such materials from, beneficial owners of WestRock Stock.

WestRock has retained Innisfree as its proxy solicitor. Innisfree will solicit proxies in person, by mail, telephone, facsimile and email, or by other electronic means. Under our agreement with Innisfree, unless otherwise agreed by the parties, Innisfree will receive an estimated fee not to exceed $35,000 plus reimbursement of its reasonable, out-of-pocket expenses for its services and plus fees for certain calls with WestRock Stockholders. In addition, Innisfree and certain related persons will be indemnified against certain liabilities arising out of or in connection with the engagement.

Anticipated Date of Completion

Assuming timely satisfaction of necessary closing conditions, including, among other things, the WestRock Stockholder Approval and receipt of required regulatory approvals, we currently anticipate that Completion will take place in early July 2024.

Attending the WestRock Special Meeting

WestRock Stockholders may log into the WestRock Special Meeting using the 16-digit control number on their proxy cards. Once admitted to the WestRock Special Meeting, WestRock Stockholders may vote their shares by following the instructions available on the meeting website.

The virtual meeting site is supported on Internet browsers and devices (e.g., desktops, laptops, tablets and smart phones) running the most updated version of applicable software and plugins. Each participant should ensure strong WiFi or other Internet connection, allow plenty of time to log in and ensure that he or she can hear streaming audio prior to the start of the WestRock Special Meeting.

Voting at the WestRock Special Meeting

To vote during the Special Meeting, you must do so by logging into www.virtualshareholdermeeting.com/​WRK2024SM using the 16-digit control number included in your proxy materials. After accessing the WestRock Special Meeting as described above, shareholders may vote by clicking on the “Vote Here!” button, selecting your voting choices from those shown on the screen and then clicking “Submit.” Confirmation that your vote has been received should appear once submitted. For as long as the polls remain open during the WestRock Special Meeting, you will be able to change your vote by selecting another voting choice. We encourage you to vote your proxy via the Internet, telephone or proxy card prior to the WestRock Special Meeting, even if you plan to attend the WestRock Special Meeting.

Shareholders are reminded that they can vote their shares prior to the WestRock Special Meeting over the Internet using the website indicated on the proxy card, by telephone using the toll-free number on the proxy card or by signing, dating and returning the proxy card in the postage-paid envelope previously provided. We encourage shareholders to vote electronically. If you have submitted your vote by proxy in advance of the WestRock Special Meeting, you do not need to vote by ballot, unless you wish to change your vote.

Shares Held by WestRock’s Directors and Executive Officers

As of April 22, 2024, the last date before the date of this proxy statement/prospectus for which it was practicable to obtain this information, WestRock’s directors and executive officers were entitled to vote in

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the aggregate, 1,319,443 shares of WestRock Stock, representing approximately 0.5% of the outstanding shares of WestRock Stock. We expect that WestRock’s directors and executive officers will be entitled to vote a similar figure at the close of business on the Record Date. WestRock currently expects its directors and executive officers to vote their shares of WestRock Stock “FOR” the Transaction Proposal, “FOR” the Combination-Related Compensation Proposal and “FOR” the WestRock Distributable Reserves Proposal.

Assistance

If you need assistance in completing your proxy card or have questions regarding the WestRock Special Meeting, please contact Innisfree, our proxy solicitor, by calling (877) 750-8312 or +1 (412) 232-3651 (from other locations). Brokers, banks and other nominees may call collect at (212) 750-5833.

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THE COMBINATION

This section describes the transactions contemplated by the Transaction Agreement. The description in this section and elsewhere in this proxy statement/prospectus is qualified in its entirety by reference to the complete text of the Transaction Agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement/prospectus. This summary does not purport to be complete and may not contain all of the information about the Combination that is important to you. You are encouraged to read the Transaction Agreement carefully and in its entirety. This section is not intended to provide you with any factual information about Smurfit WestRock, Smurfit Kappa or WestRock. Such information can be found elsewhere in this proxy statement/prospectus and in the public filings WestRock makes with the SEC, as described in the section of this proxy statement/prospectus entitled “Where You Can Find More Information.”

Description of the Combination

The Combination and the Transaction Agreement

The Transaction Agreement provides, among other things, and subject to the satisfaction or waiver of the conditions set forth therein, that (i) pursuant to the Scheme, each issued ordinary share of Smurfit Kappa will be exchanged for one Smurfit WestRock Share, as a result of which Smurfit Kappa will become a wholly owned subsidiary of Smurfit WestRock, and (ii) following the implementation of the Scheme, Merger Sub will merge with and into WestRock, with WestRock surviving the Merger as a wholly owned subsidiary of Smurfit WestRock. As a result of the Merger, each share of WestRock Stock, other than shares of WestRock Stock owned by WestRock, any WestRock subsidiary, Smurfit Kappa, Merger Sub or any of their respective subsidiaries, and other than the Dissenting Shares, will be converted into the right to receive the Merger Consideration, subject to applicable withholding taxes, and all shares of WestRock Stock owned by the WestRock, any subsidiary of WestRock, Smurfit Kappa, Merger Sub or any of their respective subsidiaries will be cancelled and will cease to exist, and no consideration will be delivered in exchange therefor.

The terms and conditions of the Combination are contained in the Transaction Agreement, which is described in this proxy statement/prospectus and attached to this proxy statement/prospectus as Annex A. You are encouraged to read the Transaction Agreement carefully, as it is the legal document that governs the Combination. All descriptions in this summary and in this proxy statement/prospectus of the terms and conditions of the Combination are qualified in their entirety by reference to the Transaction Agreement, which is incorporated herein by reference.

Below is a step-by-step list illustrating the sequence of material events related to the Combination. Each of these events is discussed in more detail elsewhere in this proxy statement/prospectus. Smurfit Kappa and WestRock anticipate that the Smurfit Kappa Share Exchange pursuant to the Scheme and the Merger will occur in the following order:

Step 1:   Upon the Scheme becoming effective at the Scheme Effective Time, in respect of each Smurfit Kappa Share in issue at the Scheme Record Time but excluding any Designated Smurfit Kappa Shares, Smurfit WestRock shall deliver the Smurfit Kappa Scheme Consideration to the applicable Smurfit Kappa Shareholder or its nominees and each Smurfit Kappa Share, other than Designated Smurfit Kappa Shares, issued and outstanding immediately prior to the Scheme Effective Time, and all rights in respect thereof, shall be transferred to Smurfit WestRock in exchange for the right to receive the Smurfit Kappa Scheme Consideration. Subject to and with effect from delivery by Smurfit WestRock of the Smurfit Kappa Scheme Consideration pursuant to the relevant terms of the Transaction Agreement, Smurfit WestRock shall cause the Securities Depository Transfer to occur to transfer the relevant interests in the Euroclear Smurfit WestRock Shares in accordance with the then-adopted constitution of Smurfit WestRock, as follows: (x) the legal title to Smurfit WestRock Shares then held indirectly by record date holders of Smurfit Kappa CDIs in the CREST System shall be transferred from the EB Nominee to the DTC Nominee, such that the DTC Nominee will be the registered holder of such Smurfit WestRock Shares in the Smurfit WestRock Register of Members, together with all and any rights at that time or thereafter attached thereto, including voting rights and the right to receive dividends and other distributions declared, paid or made thereon and (y) legal title to the Smurfit WestRock Shares held indirectly through EB Participants, excluding Smurfit WestRock Shares to be issued in respect of Smurfit Kappa Shares held through CDIs, shall be automatically transferred

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from the EB Nominee to the Relevant EB Participants, such that each Relevant EB Participant will be the registered holder in the Smurfit WestRock Register of Members of such number of Smurfit WestRock Shares which corresponds to its respective interests in Smurfit WestRock Shares held through EB Participants, excluding Smurfit WestRock Shares to be issued in respect of Smurfit Kappa Shares held through CDIs, at the Scheme Record Time, together with any and all rights at the Scheme Effective Time or thereafter attached thereto, including voting rights and the rights to receive dividends and other distributions declared, paid or made thereon.

Step 2:   As promptly as reasonably practicable following the completion of Step 1, Merger Sub will merge with and into WestRock, with WestRock surviving the Merger as a wholly owned subsidiary of Smurfit WestRock, pursuant to which each share of WestRock Stock issued and outstanding immediately prior to the Merger Effective Time, other than the shares of WestRock Stock owned by WestRock, any WestRock subsidiary, Smurfit Kappa, Merger Sub or any of their respective subsidiaries, and other than Dissenting Shares, and all rights in respect thereof, will be cancelled and automatically converted into the right to receive the Merger Consideration.

As a result of the Combination, each of Smurfit Kappa and WestRock will be wholly owned subsidiaries of Smurfit WestRock and the former Smurfit Kappa Shareholders and WestRock Stockholders will become holders of Smurfit WestRock Shares. In this proxy statement/prospectus, save where the context otherwise requires, references to Smurfit WestRock Shares in the context of the admission on trading on the LSE’s main market for listed securities includes reference to any Depositary Interest. This will result in Smurfit Kappa Shareholders owning approximately 50.4% of Smurfit WestRock and WestRock Stockholders owning approximately 49.6% of Smurfit WestRock, based on the number of shares outstanding of both Smurfit Kappa and WestRock as of September 12, 2023 (i.e., the date of the Transaction Agreement and the date of the announcement of the Combination).

Merger Consideration

At the Merger Effective Time, each share of WestRock Stock issued and outstanding immediately prior to the Merger Effective Time (but excluding the shares of WestRock Stock owned by WestRock, any WestRock subsidiary, Smurfit Kappa, Merger Sub or any of their respective subsidiaries, and excluding Dissenting Shares) will automatically be cancelled and converted into the right to receive (without interest and less applicable withholding taxes) (i) $5.00 per share of WestRock Stock in cash and (ii) one validly issued, fully paid and non-assessable Smurfit WestRock Share. From and after the Merger Effective Time, the WestRock Stockholders will cease to have any rights with respect to the WestRock Stock, except the right to receive the Merger Consideration therefor and any dividends or other distributions declared by the WestRock Board for such shares of WestRock Stock having a record date prior to the Merger Effective Time and which remain unpaid as of the Merger Effective Time, together with any other amounts that such holder has the right to receive in respect of dividends or other distributions under the terms of the Transaction Agreement.

The Transaction Agreement does not contain any provision that would adjust the exchange ratio based on fluctuations in the trading prices of either the Smurfit Kappa Shares or the shares of WestRock Stock or currency exchange rates prior to Completion. The value of the Merger Consideration to WestRock Stockholders will depend on the trading price of Smurfit Kappa Shares at the time the Combination is completed.

Governance of Smurfit WestRock Following the Combination

Name of Company; Corporate Offices; Jurisdiction

Following the Combination, the name of the combined company will be “Smurfit WestRock plc.” Incorporated in Ireland, Smurfit WestRock will be domiciled in Ireland with its global headquarters in Dublin, Ireland and its North and South American operations headquartered in Atlanta, Georgia, United States.

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Board of Directors and Management

After Completion, the Smurfit WestRock Board will consist of 14 directors, eight of whom will be the Smurfit Kappa Designees and six of whom will be the WestRock Designees. The Smurfit Kappa Designees will be Irial Finan, Anthony Smurfit, Ken Bowles, Carol Fairweather, Mary Lynn Ferguson-McHugh, Kaisa Hietala, Lourdes Melgar and Jørgen Buhl Rasmussen. The WestRock Designees will be Colleen F. Arnold, Timothy J. Bernlohr, Terrell K. Crews, Suzan F. Harrison, Dmitri L. Stockton and Alan D. Wilson.

Effective as of Completion, the current Chair of the Smurfit Kappa Board, Irial Finan, will serve as Chair of the Smurfit WestRock Board.

Effective as of Completion, Smurfit Kappa’s current Group Chief Executive Officer, Anthony Smurfit, will serve as President and Group Chief Executive Officer of Smurfit WestRock, and Smurfit Kappa’s current Group Chief Financial Officer, Ken Bowles, will serve as Executive Vice President and Group Chief Financial Officer of Smurfit WestRock. For more information regarding the governance of Smurfit WestRock following Completion, see the section of the proxy statement/prospectus entitled “Management and Corporate Governance of Smurfit WestRock Following the Combination.”

Governing Documents

As a result of the Combination, the holders of shares of WestRock Stock and the holders of Smurfit Kappa Shares will each become holders of Smurfit WestRock Shares. The rights of shareholders will be governed by the laws of Ireland, including the Irish Companies Act, and the Smurfit WestRock Constitution. On incorporation, Smurfit WestRock, as a private company limited by shares, adopted a single document constitution. It is expected that, upon reregistration as an Irish public limited company, pursuant to Part 20 of the Irish Companies Act, Smurfit WestRock will adopt a memorandum of association and articles of association (the “Interim Constitution”). Furthermore, it is expected that, prior to Completion, a shareholder resolution of the Company’s sole shareholder (Matsack Nominees Limited, a nominee shareholder which is a wholly owned subsidiary of Matsack Trust Limited, a professional services company that is controlled by Matheson LLP, legal advisers to the Smurfit WestRock as to Irish law (“Matsack Nominees”)) will be sought to resolve to adopt the Smurfit WestRock Constitution. The Interim Constitution will, as of immediately prior to the Scheme Effective Time and until amended after the Merger Effective Time in accordance with its terms, be amended and restated as the Smurfit WestRock Constitution in the form attached as Annex B to this proxy statement/prospectus.

For additional information on post-Completion governance, see the section of the proxy statement/​prospectus entitled “The Transaction Agreement — Governance of Smurfit WestRock.”

Reporting and Disclosure

Effective as of the Merger Effective Time, Smurfit WestRock shall file such periodic reports under Section 13(a) of the Exchange Act that apply to domestic registrants and present its financial statements in U.S. GAAP.

Treatment of WestRock Equity Awards

A summary of the effect under the Transaction Agreement of the Combination on the outstanding WestRock Options and WestRock RSU Awards under the WestRock Equity Plans is as follows:

WestRock Options

As of the Merger Effective Time, each WestRock Option that is outstanding, unexercised and held by a current employee or independent contractor of WestRock or its subsidiaries as of immediately prior to the Merger Effective Time, whether or not then vested or exercisable, shall be assumed by Smurfit WestRock and shall be converted at the Merger Effective Time into an option to purchase from Smurfit WestRock a number of Smurfit WestRock Shares (calculated by reference to the Equity Award Exchange Ratio). All other terms and conditions of such options, including the term to expiry and conditions to and manner of exercising, will be the same as those that apply to the corresponding WestRock Option immediately prior to the Merger Effective Time.

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As of the Merger Effective Time, each WestRock Option that is outstanding, unexercised and held by an individual who is not a current employee or independent contractor of WestRock or its subsidiaries as of immediately prior to the Merger Effective Time shall be cancelled in consideration for the right to receive, within 10 Business Days following the Merger Effective Time, the Merger Consideration, without interest and less applicable withholding taxes, in respect of each Net WestRock Option Share subject to such WestRock Option immediately prior to the Merger Effective Time.

WestRock RSU Awards

As of the Merger Effective Time, each WestRock RSU Award other than a WestRock Director RSU Award shall be assumed by Smurfit WestRock and shall be converted into (a) a Smurfit WestRock RSU Award calculated by way of a multiplication of the number of shares of WestRock Stock subject to such WestRock RSU Award as of immediately prior to the Merger Effective Time by the Stock Consideration; and (b) a Smurfit WestRock Cash Award calculated by way of a multiplication of the number of shares of WestRock Stock subject to a WestRock RSU Award as of immediately prior to the Merger Effective Time by the Cash Consideration. Except as otherwise provided in the Transaction Agreement, each such Smurfit WestRock RSU Award and Smurfit WestRock Cash Award shall continue to have, and shall be subject to, the same terms and conditions (including vesting schedules) as applied to the corresponding WestRock RSU Award immediately prior to the Merger Effective Time (except that no Smurfit WestRock RSU Award or Smurfit WestRock Cash Award will be subject to any performance-based vesting conditions). In the case of a performance-based WestRock RSU Award, the number of shares of WestRock Stock subject to such WestRock RSU Award as of immediately prior to the Merger Effective Time will be determined by deeming the applicable performance goals for any performance period that has not been completed as of the Merger Effective Time to be achieved at the greater of the target level and the average of the actual level of performance of similar awards over the last three years prior to the Completion Date, except that the performance goals for any performance-based WestRock RSU Award granted after the date of the Transaction Agreement will be deemed achieved at the target level of performance.

Each WestRock Director RSU Award shall be fully vested as of immediately prior to the Merger Effective Time, and all rights in respect thereof shall be cancelled and automatically converted into a number of shares of WestRock Stock equal to the number of shares of WestRock Stock underlying such WestRock Director RSU Award, which shares of WestRock Stock shall be treated in the same manner as other outstanding shares of WestRock Stock under the terms of the Transaction Agreement.

WestRock Employee Stock Purchase Plan

Pursuant to the Transaction Agreement, the WestRock ESPP was suspended following the November 2023 purchase period. All shares of WestRock Stock purchased under the WestRock ESPP shall be treated in accordance with the terms and conditions of the Transaction Agreement.

Effect on WestRock if the Combination Is Not Consummated

If the Transaction Agreement is not adopted by WestRock Stockholders, or if the Combination is not consummated for any other reason:

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WestRock Stockholders will not be entitled to, nor will they receive, any payment for their respective shares of WestRock Stock;

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WestRock will remain an independent public company, WestRock Stock will continue to be listed and traded on the NYSE and registered under the Exchange Act, and WestRock will continue to file periodic reports with the SEC on account of the WestRock Stock;

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we anticipate that WestRock Stockholders will be subject to similar types of risks and uncertainties as those to which they are currently subject, including but not limited to risks and uncertainties with respect to WestRock’s business, prospects or results of operations, as such may be affected by, among other things, the industry in which WestRock operates and adverse economic conditions;

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the price of WestRock Stock may decline significantly, and, if that were to occur, it is uncertain when, if ever, the price of WestRock Stock would return to the price at which it trades as of the date of this proxy statement/prospectus;

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the WestRock Board will continue to evaluate and review WestRock’s business operations, strategic direction and capitalization, among other things, and will make such changes as are deemed appropriate (irrespective of these efforts, it is possible that no other transaction acceptable to the WestRock Board will be offered or that WestRock’s business, prospects or results of operations will be adversely impacted); and

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under certain specified circumstances, WestRock may be required to pay Smurfit Kappa the WestRock Amounts of up to $147 million upon the termination of the Transaction Agreement. For more information, please see the section of the proxy statement/prospectus entitled “The Transaction Agreement — Termination Amounts.”

Background of the Combination

The WestRock Board and WestRock’s management periodically review WestRock’s business and operations, competitive position, historical performance, future prospects and long-term strategic plan with the goal of maximizing stockholder value. As part of these ongoing evaluations, the WestRock Board and WestRock’s management have, from time to time and with the assistance of WestRock’s financial and legal advisors, considered various strategic alternatives, including the continued execution of WestRock’s strategy as a stand-alone public company, a separation transaction involving a portion of WestRock’s business or the possible sale of WestRock to, or combination of WestRock with, a third party.

In June 2019, representatives of Citigroup Global Markets Limited (“Citi”), Smurfit Kappa’s financial advisor, provided WestRock with an outline of a preliminary proposal by Smurfit Kappa for a “reverse Morris Trust” transaction, pursuant to which WestRock’s consumer packaging business would be spun off to WestRock Stockholders, followed by a combination of WestRock’s containerboard business with Smurfit Kappa, with existing WestRock Stockholders owning a majority of the combined company’s outstanding stock. Among other terms, the preliminary proposal contemplated that the company resulting from the combination of WestRock’s containerboard business with Smurfit Kappa would be an Irish-domiciled company with a stock exchange listing in the United States, and that Smurfit Kappa’s shareholders would receive a special cash dividend in connection with the transaction. From time to time over the course of 2019 and 2020, with the assistance of Lazard Frères & Co. LLC (“Lazard”), financial advisor to WestRock, and WestRock’s legal advisors, the WestRock Board discussed the potential terms of such a transaction, and preliminary financial analyses regarding the potential transaction, and from time to time representatives of Smurfit Kappa and WestRock held exploratory discussions about the potential transaction. During this period, WestRock and the WestRock Board remained focused on the continued execution of WestRock’s stand-alone business plan.

During January 2022, David Sewell, President and Chief Executive Officer of WestRock, had discussions with a representative of a private equity firm (“PE Firm A”). At various points during those discussions, PE Firm A’s representative expressed, on a preliminary basis, PE Firm A’s unsolicited potential interest in acquiring WestRock at prices from the mid-$50s up to $60 per share, in cash, subject to due diligence. PE Firm A did not deliver a written proposal reflecting this preliminary indication of interest at that time or any time thereafter. Mr. Sewell informed the WestRock Board of the discussions and PE Firm A’s indication of interest, including the indicative prices mentioned. Following analysis of the indication of interest with Evercore Group L.L.C. (“Evercore”), the WestRock Board determined that the value indicated by PE Firm A was not reflective of the value of the company at that time and determined not to engage in discussions with PE Firm A at that time, but to consider reengaging with PE Firm A following the reporting of WestRock’s financial results for WestRock’s next fiscal quarter. In the period following PE Firm A’s indication of potential interest, there were general downturns in macroeconomic, geopolitical and industry conditions and in the capital markets. The parties did not resume discussions of PE Firm A’s indication of interest.

On October 28, 2022, the WestRock Board held a meeting, at which members of WestRock management and representatives of Evercore were present. At this meeting, as part of its regular review of WestRock’s strategic alternatives, the directors discussed analyses by WestRock management and WestRock’s financial advisors of various strategic alternatives, including the continued execution of WestRock’s stand-alone plan, a leveraged buyout of WestRock by a financial buyer, a separation transaction involving a portion of

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WestRock’s business, a sale to a third party of a portion of WestRock’s business and a business combination transaction with a third party.

In December 2022, because of Smurfit Kappa’s existing relationship with WestRock as a customer, and the interest of WestRock in supporting and preserving that relationship, Mr. Sewell contacted Anthony Smurfit, Group Chief Executive Officer of Smurfit Kappa, by email to request a meeting to introduce himself. Mr. Smurfit and Mr. Sewell agreed to meet in person in January 2023. During these interactions, there were no proposals or communications regarding a potential transaction.

On January 12, 2023, Mr. Smurfit and Mr. Sewell met. During this meeting, Mr. Sewell spoke about the importance of Smurfit Kappa as a customer and opportunities to grow the business. In addition, Mr. Sewell raised, on a preliminary basis, the parties’ prior exploration of the potential “reverse Morris Trust” transaction. Mr. Smurfit indicated that, as part of evaluating the strategic options available to Smurfit Kappa, Smurfit Kappa continued to be interested in evaluating and discussing such a transaction.

On January 15, 2023, WestRock instructed Lazard to provide Smurfit Kappa and its representatives certain high-level financial information regarding WestRock and its business segments, based on publicly available financial information, to assist Smurfit Kappa in its continued evaluation of the potential “reverse Morris Trust” transaction.

On January 20, 2023, WestRock and Smurfit Kappa entered into a confidentiality agreement in connection with the potential “reverse Morris Trust” transaction between WestRock and Smurfit Kappa. The confidentiality agreement contained mutual, customary standstill provisions restricting each of WestRock and Smurfit Kappa from acquiring securities of the other party, participating in proxy solicitations for stockholder votes of the other party and taking similar actions, except for confidential proposals to the board of directors of the other party and other customary exceptions, and provided that such restrictions on Smurfit Kappa would cease to apply upon the occurrence of certain events, including WestRock entering into a binding written agreement that, if consummated, would result in one or more third parties (including Smurfit Kappa) acquiring a majority of the outstanding WestRock Stock, a majority of WestRock’s assets or all or substantially all of WestRock’s corrugated business segment or the commencement by a third party (excluding Smurfit Kappa) of a tender or exchange offer for a majority of the outstanding WestRock Stock that is recommended by the WestRock Board.

On January 21, 2023, representatives of Cravath, Swaine & Moore LLP (“Cravath”), legal counsel to WestRock, Lazard, Citi, Wachtell, Lipton, Rosen & Katz (“Wachtell”), legal counsel to Smurfit Kappa, and Matheson LLP (“Matheson”), legal counsel to Smurfit Kappa, held a meeting to discuss issues relating to the structure, tax treatment and implementation of the potential “reverse Morris Trust” transaction between the companies.

On January 27, 2023, the WestRock Board held a meeting, at which members of WestRock management were present. During this meeting, the directors discussed Mr. Sewell’s prior discussions with Mr. Smurfit. Members of the WestRock management team reviewed with the WestRock Board a preliminary overview of strategic alternatives available to WestRock, including the potential “reverse Morris Trust” transaction with Smurfit Kappa and other separation transactions involving a portion of WestRock’s business. The directors also discussed five-year forecasts prepared by WestRock management for the company on a consolidated basis and for each of its business segments, and other preliminary financial analyses. The directors instructed WestRock management to continue exploratory discussions with Smurfit Kappa on the framework for the potential “reverse Morris Trust” transaction, to continue to investigate and evaluate considerations relevant to a potential transaction and to continue to analyze other potential alternatives.

On February 3, 2023, WestRock provided Smurfit Kappa and its representatives with certain existing five-year forecasts of WestRock management relating to WestRock’s containerboard business, and certain historical financial information, and an existing one-year forecast of WestRock management, for WestRock’s consumer business. Following receipt of this information, Smurfit Kappa requested further forecast periods for WestRock’s consumer business. On February 8, 2023, WestRock provided Smurfit Kappa with the existing additional four years of WestRock management forecasts for its consumer business.

During February 2023, Mr. Sewell, Mr. Smurfit and WestRock’s and Smurfit Kappa’s respective financial advisors and other representatives engaged in further exploratory discussions regarding the

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potential “reverse Morris Trust” transaction. Smurfit Kappa and its representatives raised concerns regarding the projected debt level of the resulting company and the potential tax consequences of the transaction structure.

On February 21, 2023, Mr. Smurfit and Mr. Sewell met. At this meeting, Mr. Smurfit informed Mr. Sewell that Smurfit Kappa was no longer interested in pursuing the “reverse Morris Trust” transaction due to the risk that the spin-off would not be tax-free to WestRock for U.S. federal income tax purposes. As an alternative, Mr. Smurfit indicated that Smurfit Kappa would be interested in a potential business combination between Smurfit Kappa and WestRock in its entirety, and delivered to Mr. Sewell an oral, non-binding, preliminary proposal for a business combination pursuant to which WestRock Stockholders would receive consideration equal to one Smurfit Kappa Share per share of WestRock Stock (the “February 21 Offer”). Mr. Sewell informed Mr. Smurfit that he would review the terms of the February 21 Offer with the WestRock Board.

On February 23, 2023, the WestRock Board held a special meeting. At this meeting, the directors reviewed WestRock management’s ongoing analysis of certain strategic alternatives available to WestRock. The directors discussed the terms of the February 21 Offer. The directors also reviewed the discussions that WestRock representatives had from time to time since 2016 with representatives of another paper and packaging manufacturing company (“Company A”) regarding potential opportunities for a transaction between the companies. During executive session, the independent directors determined that WestRock management would be instructed to continue to analyze strategic alternatives available to WestRock. The independent directors further decided that the offer price represented by the February 21 Offer was not a price at which the WestRock Board would be willing to pursue a strategic transaction with Smurfit Kappa. Following this meeting, WestRock instructed representatives of Lazard to contact representatives of Citi and inform them that the WestRock Board was not interested in pursuing a strategic transaction with Smurfit Kappa at the offer price represented by the February 21 Offer, and the representatives of Lazard did so.

On March 3, 2023, Mr. Smurfit and Ken Bowles, the Group Chief Financial Officer of Smurfit Kappa, held a meeting with advisors to WestRock. At this meeting, the advisors to WestRock emphasized that the WestRock Board required the submission of a revised written proposal from Smurfit Kappa in order to consider matters further.

On March 3, 2023, Mr. Smurfit contacted Mr. Sewell to inform him that Smurfit Kappa would be submitting a revised, written offer to WestRock for a strategic transaction.

On March 4, 2023, Smurfit Kappa submitted a revised, written, non-binding proposal to Mr. Sewell for a strategic transaction between Smurfit Kappa and WestRock, pursuant to which WestRock Stockholders would receive consideration equal to one Smurfit Kappa Share, plus $3.50 in cash, for each share of WestRock Stock (the “March 4 Offer”). The March 4 Offer proposed a meeting between the Chairmen of WestRock and Smurfit Kappa.

On March 4, 2023, Mr. Sewell and Mr. Smurfit held a telephone call, and Mr. Sewell confirmed receipt of the March 4 Offer. Smurfit Kappa reiterated the terms of the March 4 Offer in an additional letter on March 5, 2023.

On March 10, 2023, in continuation of Lazard’s work over the course of 2019 and 2020 regarding the potential “reverse Morris Trust” transaction, WestRock entered into an engagement letter with Lazard, confirming Lazard’s engagement as a financial advisor to WestRock in connection with a potential strategic transaction, which was amended on September 9, 2023 when Lazard’s fees in connection with the Combination were agreed.

On March 11, 2023, WestRock entered into an engagement letter with Evercore, confirming Evercore’s engagement as a financial advisor to WestRock in connection with a potential strategic transaction, which was amended on September 9, 2023 when Evercore’s fees in connection with the Combination were agreed.

On March 11, 2023, the WestRock Board held a special meeting, at which members of WestRock management and representatives of Cravath and Evercore were present (the “March 11 Meeting”). At the meeting, representatives of Cravath reviewed with the directors the fiduciary duties of the directors in considering proposals for a strategic transaction. Representatives of Evercore reviewed with the directors a

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preliminary financial analysis of WestRock, the financial terms of the March 4 Offer and certain potential strategic alternatives available to WestRock. The directors also discussed the need for additional due diligence on the March 4 Offer, including with respect to Smurfit Kappa’s stand-alone business prospects, the synergies potentially achievable through a transaction with Smurfit Kappa and the tax consequences of a potential transaction. In executive session, the independent directors determined that WestRock management should continue to engage with Smurfit Kappa to obtain further information about a potential strategic transaction. The directors also discussed whether WestRock’s forecasts should be updated to reflect various initiatives underway at the company.

On March 13, 2023, the Executive Committee of the WestRock Board held a special meeting, at which members of WestRock management and representatives of Cravath were present. At this meeting, Alan D. Wilson, Chairman of the WestRock Board, briefed the participants on the discussion by the independent directors at the end of the March 11 Meeting. The directors also discussed the process followed by the WestRock Board, WestRock management and WestRock’s advisors to date in discussions with Smurfit Kappa. The directors instructed WestRock management to prepare an updated stand-alone business plan for WestRock, taking into account recent market developments and reflecting the capital expenditures and other initiatives with regard to the company’s business that WestRock proposed to pursue. The directors also instructed WestRock management to continue to analyze the synergies potentially achievable in a strategic transaction with Smurfit Kappa, and to defer engagement with Smurfit Kappa on any governance or other terms of a potential strategic transaction until the WestRock Board had further evaluated the financial terms of the March 4 Offer.

On March 16, 2023, the Chief Executive Officer of Company A (the “Company A CEO”) met with Mr. Sewell. During their discussion, the Company A CEO orally outlined a non-binding indication of Company A’s interest in a potential acquisition of Company A by WestRock, for consideration consisting solely of WestRock Stock and representing a premium to Company A’s trading price in excess of 30%, and following which WestRock Stockholders would own shares representing a majority of the outstanding shares of the combined company (the “Company A Proposal”). The Company A CEO further outlined certain proposed governance terms of the potential transaction and Company A’s preliminary view of the synergies potentially achievable by the combined company as a result of a transaction.

On March 16, 2023, representatives of PE Firm A contacted Mr. Sewell to express PE Firm A’s unsolicited potential interest in a strategic transaction involving WestRock, and indicated that PE Firm A was open to a number of forms that such a transaction could take, including a potential acquisition of WestRock with a preliminary value range per share of WestRock Stock in the “high $30s” in cash; a private investment in WestRock that would result in PE Firm A having an ownership interest representing 20 – 49% of WestRock’s outstanding common stock; and an acquisition by PE Firm A of WestRock’s consumer business.

On March 22, 2023, at the direction of the WestRock Board, representatives of Lazard spoke with Company A’s financial advisors to discuss the financial terms of the Company A Proposal and to ask clarifying questions about the Company A Proposal and the assumptions underlying Company A’s preliminary views of the synergies potentially achievable in a transaction between Company A and WestRock.

On March 27, 2023, Mr. Sewell, Mr. Smurfit, Mr. Wilson and Mr. Finan had a telephone call to discuss Smurfit Kappa’s previous due diligence requests.

On March 31, 2023, the Executive Committee of the WestRock Board held a special meeting, at which members of WestRock management and representatives of Cravath were present (the “March 31 Meeting”). The directors discussed WestRock’s potential strategic alternatives, including a potential strategic transaction with Smurfit Kappa on the terms set forth in the March 4 Offer; the potential strategic transaction proposed by the Company A CEO on the terms set forth in the Company A Proposal; and a potential transaction with PE Firm A. The directors considered the value to WestRock Stockholders represented by these alternatives, based on WestRock’s preliminary financial analyses, including that the value to WestRock Stockholders in the transactions proposed by Company A and PE Firm A was lower than the value represented by the March 4 Offer; the likelihood of completion of a transaction with Company A or PE Firm A; the feasibility of achieving the level of synergies suggested by Company A; and the impact of a transaction with Company A, or a sale of WestRock’s consumer business to PE Firm A, on WestRock’s

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strategic plan. The directors discussed the potential options available to WestRock for conducting a continued process with Smurfit Kappa and that it was in the best interest of WestRock Stockholders for the company to continue to evaluate a potential strategic transaction with Smurfit Kappa. The directors also discussed Smurfit Kappa’s requests for a dinner meeting between representatives of Smurfit Kappa and WestRock, and instructed Mr. Sewell to tentatively schedule a dinner with Mr. Smurfit, to take place on a date after the WestRock Board’s next scheduled meeting on April 10, 2023. The directors also discussed WestRock’s stand-alone five-year plan, as proposed to be revised by WestRock management in response to the WestRock Board’s request following the March 11 Meeting, and gave WestRock management additional guidance with respect to those proposed revisions.

On April 10, 2023, the WestRock Board held a special meeting, at which members of WestRock management and representatives of Cravath were present. Members of WestRock management reviewed with the directors the proposed revised stand-alone five-year plan and discussed with the directors potential risks and uncertainties relating to WestRock’s ability to achieve the assumptions underlying the proposed revised plan. The directors discussed the proposed revised plan and directed WestRock management to continue to revise the proposed plan to reflect additional matters and potential stand-alone initiatives. The directors discussed the proposed revised plan relative to the other strategic alternatives the WestRock Board had discussed at recent meetings. Mr. Sewell advised the directors that the dinner meeting requested by Smurfit Kappa had been tentatively scheduled for April 11, 2023, and the directors discussed whether the dinner should be held, the potential attendees at the dinner and the potential agenda for discussion at that dinner. In executive session, the independent directors determined that Mr. Wilson should attend the April 11 dinner. The independent directors further decided to request that WestRock’s financial advisors present a preliminary financial analysis of WestRock in the context of certain potential strategic alternatives available to it.

On April 11, 2023, Mr. Smurfit, Mr. Finan, Mr. Sewell and Mr. Wilson attended a dinner meeting, at which they discussed the respective cultures of their companies and the potential location of the stock exchange listing for the combined company. No economic or governance terms of the potential transaction were discussed.

On April 13, 2023, Mr. Finan sent a letter to Mr. Wilson regarding the potential strategic transaction with WestRock (the “April 13 Letter”). In the letter, Mr. Finan reiterated Smurfit Kappa’s interest in a transaction with WestRock and the parties’ discussion at their April 11, 2023 dinner of the considerations relating to the stock exchange listing of a combined company. No proposed terms of a potential transaction were included in the April 13 Letter.

During the course of April 2023, the independent members of the WestRock Board considered engaging independent legal counsel to represent the independent members of the WestRock Board in connection with the WestRock Board’s oversight of the negotiations with Smurfit Kappa and its consideration of other strategic alternatives available to WestRock. On behalf of the WestRock Board, Mr. Wilson received recommendations for various law firms, and following considering the respective qualifications, reputation and experience of various law firms, and following Mr. Wilson’s interview of representatives of Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul, Weiss”), Mr. Wilson determined to propose to the WestRock Board that Paul, Weiss be selected to act as independent legal counsel to the independent directors.

On April 17, 2023, the WestRock Board held a special meeting, at which representatives of Paul, Weiss and Evercore were present. At the meeting, the directors discussed the April 11, 2023 meeting with Mr. Finan and Mr. Smurfit, and decided to engage Paul, Weiss as independent legal counsel to the independent directors in connection with their evaluation of the potential transaction with Smurfit Kappa and other potential alternatives. On April 23, 2023, WestRock entered into an engagement letter with Paul, Weiss, confirming this engagement.

On April 27, 2023, the WestRock Board held a meeting, at which representatives of Paul, Weiss and Evercore were present. Representatives of Evercore reviewed with the directors a preliminary financial analysis of WestRock, the financial terms of the March 4 Offer and certain potential strategic alternatives available to WestRock, including the potential strategic transaction proposed by the Company A CEO on the terms set forth in the Company A Proposal; and a potential transaction with PE Firm A. The directors

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discussed the strategic rationale for a potential transaction involving a business combination with Smurfit Kappa, a preliminary view of the synergies potentially achievable in a transaction with Smurfit Kappa and the potential effect of a transaction on the combined company’s credit rating. The directors also considered the value to WestRock Stockholders represented by the Company A Proposal and a potential transaction with PE Firm A, relative to the value of the Smurfit Kappa proposal; the likelihood of completion of each transaction; the impact of an acquisition of Company A on WestRock’s strategic plan; the risks of failing to execute the integration of Company A; and the challenging financial and capital markets at the time, in connection with either a private investment in WestRock or leveraged buyout of WestRock with PE Firm A. The directors considered that the proposed transactions with Company A or PE Firm A were unlikely to be feasible or offer the same value-creation opportunities as the proposed transaction with Smurfit Kappa. The directors discussed the interest of WestRock Stockholders in the company continuing to obtain information and evaluate a potential strategic transaction with Smurfit Kappa and discussed the potential options available to WestRock for continuing those discussions. The directors also discussed whether to form a transaction committee to oversee the negotiations with Smurfit Kappa and any alternative transactions that might emerge. The directors decided to discuss these matters further at a future meeting.

In light of Smurfit Kappa’s potential disclosure obligations under applicable law in the event of public rumors or speculation about a potential transaction, beginning on May 2, 2023 and from time to time thereafter, WestRock, Smurfit Kappa and their representatives discussed drafts of a potential response statement that Smurfit Kappa might issue in the event that Smurfit Kappa were required to do so under applicable law.

On May 5, 2023, the WestRock Board held a special meeting, at which representatives of Paul, Weiss and Evercore were present (the “May 5 Meeting”). Representatives of Evercore reviewed with the directors certain preliminary financial analyses of WestRock and Smurfit Kappa and of the financial terms of the March 4 Offer. Representatives of Evercore and Paul, Weiss also reviewed with the directors potential governance and social terms that are often negotiated by parties to transactions similar to the potential strategic transaction with Smurfit Kappa, and considerations relating to the potential stock exchange listing location of the combined company. The directors discussed WestRock’s options for responding to the March 4 Offer, and determined that WestRock should present Smurfit Kappa with a counterproposal providing for WestRock Stockholders to receive consideration in the strategic transaction equal to one Smurfit Kappa Share, plus $7 in cash, per share of WestRock Stock; for the board of directors of the combined company to be comprised 50% of existing WestRock directors and 50% of existing Smurfit Kappa directors; and for the stock exchange listing location of the combined company to be further discussed by the parties (the “May 5 Counterproposal”). The directors then discussed whether to form a transaction committee to oversee negotiations, the potential terms of a committee’s mandate and the potential members of a committee, and decided to continue the discussion of these matters at a future meeting.

Following conclusion of the May 5 Meeting, on May 5, 2023, at the direction of the WestRock Board, representatives of Evercore contacted representatives of Citi and delivered the terms of the May 5 Counterproposal.

On May 16, 2023, Mr. Wilson, Mr. Sewell, Mr. Smurfit and Mr. Finan met for dinner, at which they discussed the terms of the May 5 Counterproposal. Mr. Finan and Mr. Smurfit stated that Smurfit Kappa would not be able to evaluate the consideration value proposed in the May 5 Counterproposal and give its response until Smurfit Kappa had completed additional due diligence on WestRock.

On May 17, 2023, James E. Nevels, a member of the WestRock Board and Chair of the Nominating and Corporate Governance Committee of the WestRock Board (the “NCG Committee”), sent a letter to Mr. Wilson proposing that the WestRock Board form a committee in connection with the WestRock Board’s consideration of a potential strategic transaction. From time to time following this letter, Mr. Nevels corresponded with Mr. Wilson and the other members of the WestRock Board regarding the potential formation of such a committee.

On May 18, 2023, the Executive Committee of the WestRock Board held a special meeting, at which representatives of Paul, Weiss and Evercore were present. Representatives of Evercore briefed the directors on their call with Citi on May 5, 2023, on which they delivered to Citi the May 5 Counterproposal, and Mr. Wilson and Mr. Sewell briefed the directors on the discussion that took place at their dinner with

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Mr. Finan and Mr. Smurfit on May 16, 2023. The directors discussed potential next steps, and decided that it was in the interests of WestRock Stockholders for WestRock to continue discussions with Smurfit Kappa regarding a potential strategic transaction and to provide Smurfit Kappa with limited financial and business diligence information in order to attempt to obtain an improved offer price from Smurfit Kappa and to obtain reciprocal diligence information from Smurfit Kappa. The directors instructed representatives of Evercore to deliver this response to Citi.

On May 19, 2023, representatives of Evercore spoke with representatives of Citi and conveyed the response instructed during the May 18 meeting.

On May 23, 2023, at the request of the WestRock Board, representatives of Lazard provided customary relationship disclosures to the WestRock Board, which included disclosure of certain relationships between Lazard and its financial advisory affiliates, on one hand, and Smurfit Kappa and its affiliates, on the other hand.

On June 1, 2023, the WestRock Board held a special meeting, at which representatives of Paul, Weiss and Evercore were present (the “June 1 Meeting”). At the meeting, Mr. Sewell and the Evercore representatives updated the directors on the status of due diligence. The directors also discussed a revised draft of WestRock’s stand-alone five-year plan, which WestRock management had updated to take into account refinements in WestRock management’s capital expenditure proposals and to update the pricing, volume and inflation assumptions used in the plan to align with new publicly available outlooks for the industry and economy as a whole. The directors determined that WestRock should present Smurfit Kappa with the draft of WestRock’s five-year plan.

At the June 1 Meeting, the directors also discussed whether the WestRock Board should form a transaction committee in connection with the WestRock Board’s consideration of a potential strategic transaction with Smurfit Kappa, and the potential composition of any such committee. Representatives of Paul, Weiss also reviewed with the directors the fiduciary duties of the directors in connection with a potential strategic transaction, including the potential transaction proposed by Smurfit Kappa. The directors instructed the Paul, Weiss representatives, Mr. Wilson and Gracia Martore, a member of the WestRock Board, to update the directors who were not present at the June 1 Meeting about the directors’ discussion of these matters following the meeting, and instructed Paul, Weiss to circulate to all the directors for their review a draft of resolutions of the WestRock Board establishing a transaction committee.

On June 4, 2023, WestRock opened an electronic data room, to which Smurfit Kappa and its representatives were granted access, containing information from WestRock including the draft five-year plan authorized for presentation to Smurfit Kappa at the June 1 Meeting. On June 6, 2023, WestRock and  its representatives were provided with access to an electronic data room containing information from Smurfit Kappa, which included Smurfit Kappa’s stand-alone five-year plan.

Beginning with the opening of the electronic data rooms on June 4, 2023 and June 6, 2023, and continuing through September 12, 2023, WestRock and Smurfit Kappa representatives, and their respective financial and legal advisors, conducted ongoing due diligence on the businesses, operations and five-year plans of WestRock and Smurfit Kappa, the synergies potentially achievable from a transaction, regulatory clearances required for a transaction and other matters relevant to the potential strategic transaction between the companies. During this due diligence review the parties conducted various meetings and telephone calls, including virtual management diligence meetings held on June 14, 2023 and June 15, 2023; a due diligence call regarding potential synergies and the parties’ respective five-year plans held on June 21, 2023; and in-person meetings between representatives of the parties on September 5, 2023 and September 6, 2023.

On June 8, 2023, the WestRock Board held a special meeting, at which representatives of Paul, Weiss and Evercore were present. At the meeting, Mr. Sewell updated the directors on the progress of the due diligence review being conducted by WestRock and Smurfit Kappa and the directors discussed potential next steps with respect to the WestRock Board’s consideration of a potential strategic transaction with Smurfit Kappa.

On June 13, 2023, representatives of Smurfit Kappa sent representatives of WestRock a draft of a clean team confidentiality declaration proposed to be executed by Smurfit Kappa and WestRock representatives involved in the due diligence review of the potential transaction, which would provide for

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special procedures for reviewing and handling competitively sensitive information of Smurfit Kappa and WestRock provided to the other party and its representatives in this review. On September 4, 2023, the parties and their representatives finalized the terms of the clean team declaration.

On June 14, 2023, the NCG Committee held a special meeting, at which WestRock’s internal legal counsel and representatives of Paul, Weiss were present. At the meeting, the NCG Committee discussed the formation of a transaction committee of the WestRock Board. The NCG Committee determined to recommend to the WestRock Board that the WestRock Board approve the formation of a transaction committee, comprised of independent members of the WestRock Board, and that such transaction committee be authorized and directed by the WestRock Board to oversee and manage, with the assistance of advisors, all aspects of the potential strategic transaction with Smurfit Kappa, and any other proposals received for a potential strategic transaction, including evaluating whether appropriate to pursue such proposals, negotiating the terms and conditions of any proposal and providing a recommendation to the WestRock Board with respect to the approval or rejection of any proposal, provided that all significant decisions be subject to approval by the WestRock Board.

Later in the day on June 14, 2023, the WestRock Board, acting by written consent, adopted resolutions establishing the transaction committee of the WestRock Board (the “Transaction Committee”), and appointing Ms. Martore as the Chair of the Transaction Committee and Mr. Wilson, Ms. Arnold, Mr. Bernlohr, Mr. Crews and Mr. Nevels as members of the Transaction Committee; authorizing the Transaction Committee to oversee and manage all aspects of the potential strategic transaction with Smurfit Kappa and any other proposals received for a potential strategic transaction, including, among other things, negotiating the terms and conditions of any such proposal and providing a recommendation to the WestRock Board with respect to the approval or rejection of any such proposal, provided that all significant decisions be subject to approval by the WestRock Board; and authorizing the Transaction Committee to engage, and determine the compensation for, such additional advisors as the Transaction Committee deemed necessary or desirable to assist in its responsibilities. The WestRock Board selected Ms. Martore as the Chair of the Transaction Committee and Mr. Wilson, Ms. Arnold, Mr. Bernlohr, Mr. Crews and Mr. Nevels as members of the Transaction Committee, in each case, based on their experience with respect to strategic transactions and their willingness and availability to serve on the Transaction Committee and actively oversee the potential strategic transaction process.

On June 15, 2023, the WestRock Board held a special meeting, at which representatives of Paul, Weiss and Evercore were present. At the meeting, Mr. Sewell updated the directors on the virtual management due diligence sessions conducted by the parties on June 14, 2023 and June 15, 2023. The directors discussed with Mr. Sewell and the Evercore representatives the draft five-year plan provided to Smurfit Kappa in connection with the due diligence process, and the Smurfit Kappa stand-alone five-year plan provided to WestRock. The directors also discussed with Mr. Sewell and the Evercore representatives the preliminary, high-level analysis of synergies potentially achievable in connection with a transaction, which WestRock and Smurfit Kappa representatives had discussed during the virtual management diligence sessions. The directors discussed potential next steps in the process for the parties’ evaluation of a potential strategic transaction, which the directors decided to continue to discuss at a future meeting after WestRock management had completed further due diligence on the potential transaction.

On June 22, 2023, the WestRock Board held a special meeting, at which representatives of Paul, Weiss and Evercore were present. At the meeting, Mr. Sewell and the Evercore representatives updated the directors on WestRock management’s key findings from the due diligence conducted to date. The directors also discussed potential next steps in the WestRock Board’s evaluation of a potential strategic transaction. During executive session, the independent directors determined that obtaining Smurfit Kappa’s response to the May 5 Counterproposal was important in order for the WestRock Board to determine the likelihood of the parties to reach a deal that the WestRock Board would view as in the best interests of WestRock Stockholders, and instructed WestRock management and the Evercore representatives to request that Smurfit Kappa provide a response to the May 5 Counterproposal before WestRock would provide further diligence information. After the conclusion of the meeting, on June 22, 2023, representatives of Evercore contacted representatives of Citi and delivered this request.

On July 3, 2023, representatives of WestRock, Lazard, Evercore, Paul, Weiss, Smurfit Kappa, Citi, Wachtell and Matheson held a virtual meeting to discuss considerations regarding the stock exchange listing

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location for the combined company following a potential strategic transaction between the parties, considerations relating to the inclusion of the combined company in major U.S. and U.K. stock indices and a potential timeline for such potential strategic transaction.

On July 6, 2023, representatives of Citi contacted representatives of Evercore and Lazard to request additional due diligence information about WestRock, including additional details regarding WestRock’s draft five-year plan and an updated version of the five-year plan to take into account market-related developments in pricing and other macroeconomic factors. On July 10, 2023, Citi representatives sent the Evercore and Lazard representatives a list of Smurfit Kappa’s additional due diligence requests, and informed the Evercore and Lazard representatives that Smurfit Kappa was prepared to share comparable data about Smurfit Kappa with WestRock and would be prepared to respond to the terms of the May 5 Counterproposal after receiving responses to those due diligence information requests.

On July 13, 2023, the Transaction Committee held a meeting, at which representatives of Paul, Weiss were present. The directors reviewed with the representatives of Paul, Weiss the process undertaken to date by the WestRock Board, WestRock management and its advisors in connection with WestRock’s evaluation of a potential strategic transaction with Smurfit Kappa, and the history of the discussions to date with Smurfit Kappa. The directors discussed the additional due diligence information requests submitted by Smurfit Kappa on July 10, 2023, including the request for additional and updated information on the draft five-year plan, and determined that the decision of whether and how to respond to the request list would be discussed and decided with the full WestRock Board at its scheduled meeting later that day.

Later on July 13, 2023, the WestRock Board held a meeting, at which representatives of Paul, Weiss and Evercore were present (the “July 13 Meeting”). At the meeting, Mr. Sewell and the Evercore representatives updated the directors on the contacts with Smurfit Kappa’s representatives since the previous meeting of the WestRock Board, and reviewed with the directors the additional due diligence requests submitted by Smurfit Kappa on July 10, 2023, including the requests relating to the draft five-year plan. The directors discussed that continuing discussions with Smurfit Kappa about a potential strategic transaction between the companies, including continuing to seek an improved offer price from Smurfit Kappa, continued to be in the best interests of WestRock Stockholders, and directed WestRock management to prepare responses to Smurfit Kappa’s additional due diligence requests.

Between July 16, 2023 and July 19, 2023, representatives of Evercore, Lazard and Citi discussed the scope and format of the data that WestRock would provide in response to Smurfit Kappa’s additional diligence requests, and the reciprocal information that Smurfit Kappa would provide to WestRock, and relevant information was uploaded to each of the electronic data rooms, followed by an updated draft of WestRock’s five-year plan on July 21, 2023.

On July 20, 2023, the WestRock Board held a special meeting, at which representatives of Paul, Weiss and Evercore were present. Evercore representatives reviewed with the directors WestRock’s progress in preparing the additional diligence information discussed at the July 13 Meeting, and reviewed with the directors the information that Smurfit Kappa had provided to WestRock. The directors discussed this information and the potential next steps available to the WestRock Board in the process for its evaluation of the potential strategic transaction.

On July 21, 2023, representatives of Evercore, Lazard and WestRock management participated in a due diligence call with representatives of Smurfit Kappa management and Citi regarding the additional due diligence information WestRock had provided to Smurfit Kappa in response to its requests and the reciprocal information that Smurfit Kappa had provided to WestRock.

On August 2, 2023, Mr. Finan contacted Mr. Wilson by telephone and informed Mr. Wilson that Smurfit Kappa would be submitting a revised proposal for a strategic transaction involving a business combination between Smurfit Kappa and WestRock, in which WestRock Stockholders would receive consideration equal to one Smurfit Kappa Share, plus $4.50 in cash, for each share of WestRock Stock, and that following their call Mr. Finan would be sending the proposal to Mr. Wilson in writing.

Later on August 3, 2023, the Transaction Committee held a meeting, at which additional members of the WestRock Board and representatives of Paul, Weiss and Evercore were present. At the meeting, Mr. Wilson updated the directors about the telephone call he received from Mr. Finan on August 2, 2023.

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Representatives of Evercore reviewed with the Transaction Committee and the other directors present certain preliminary valuation analyses of WestRock. The directors discussed with Mr. Sewell and the Evercore and Paul, Weiss representatives potential next steps with respect to the evaluation of a potential strategic transaction, and the Transaction Committee decided to reconvene to review and discuss any revised proposal from Smurfit Kappa, and next steps, when the revised proposal was received by WestRock in writing.

On August 7, 2023, WestRock received a revised, written, non-binding proposal, dated August 4, 2023, from Smurfit Kappa for a strategic transaction involving a business combination between Smurfit Kappa and WestRock, in which WestRock Stockholders would receive consideration equal to one Smurfit Kappa Share, plus $4.50 in cash, for each share of WestRock Stock (the “August 4 Offer”). The August 4 Offer further provided that the board of directors of the combined company resulting from the proposed strategic transaction would consist of 14 directors, including six current WestRock directors, and eight current Smurfit Kappa directors, including the current Chair of the Smurfit Kappa Board, current Group Chief Executive Officer, current Group Chief Financial Officer and five other current Smurfit Kappa directors; that Mr. Finan would serve as the Chair of the board of directors of the combined company; that the parties would work to achieve a primary listing for the combined company on the New York Stock Exchange and a secondary listing for the combined company on the London Stock Exchange, with inclusion in the major U.S. stock indices as soon as possible; that the combined company’s headquarters would be located in Dublin, with its Americas headquarters located in Atlanta; that the combined company would be known as Smurfit Kappa WestRock Group; and that the parent entity of the combined company would be domiciled in Ireland.

On August 10, 2023, the WestRock Board held a special meeting, at which representatives of Paul, Weiss and Evercore were present. At the meeting, Mr. Wilson and representatives of Evercore reviewed with the directors the terms of the August 4 Offer. Evercore representatives reviewed with the directors preliminary financial analyses in connection with the potential transaction. The directors discussed the risks and potential benefits of engaging in the proposed strategic transaction with Smurfit Kappa, the risks and potential benefits of continuing to execute WestRock’s stand-alone plan, and the potential next steps available to WestRock in the WestRock Board’s consideration of the proposed strategic transaction. The directors determined that WestRock would respond to the August 4 Offer with a counterproposal providing for an increase of $1 per share in the cash component of the merger consideration to be paid to WestRock Stockholders in the proposed strategic transaction; the combined company’s board of directors to consist of 13 directors, seven of whom would be designated by Smurfit Kappa (and would not include Smurfit Kappa’s Group Chief Financial Officer) and six of whom would be designated by WestRock; a director designated by WestRock to serve as the chair of the combined company’s compensation committee and nomination committee; and WestRock’s expectation that the parties would work jointly to select from the management ranks of both companies to fill key management positions in the combined company (the “August 10 Counterproposal”). The directors determined that Mr. Wilson would reach out to Mr. Finan to relay the terms of the August 10 Counterproposal orally.

On August 12, 2023, Mr. Wilson contacted Mr. Finan by telephone and delivered the August 10 Counterproposal.

On August 13, 2023, Mr. Finan contacted Mr. Wilson by telephone to inform him that Smurfit Kappa would be submitting a revised proposal for a strategic transaction.

On August 14, 2023, Smurfit Kappa submitted a revised, non-binding proposal for a strategic transaction between the companies (the “August 14 Offer”). The August 14 Offer proposed that the consideration to be received by WestRock Stockholders in the transaction would be one Smurfit Kappa Share, plus $5.00 in cash, for each share of WestRock Stock.

On August 15, 2023, the Transaction Committee held a meeting, at which additional members of the WestRock Board constituting a quorum of the WestRock Board, and representatives of Paul, Weiss and Evercore, were present. Evercore representatives reviewed with the directors the financial terms of the August 14 Offer. The directors discussed the risks and potential benefits of pursuing the proposed strategic transaction with Smurfit Kappa, including in comparison with WestRock continuing to execute its stand-alone plan, and potential next steps for the WestRock Board in the negotiation of the proposed strategic transaction. The directors discussed that continuing discussions with Smurfit Kappa regarding the proposed strategic transaction continued to be in the best interests of WestRock Stockholders. The Transaction

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Committee decided to recommend, and together with the other directors present decided, that WestRock would deliver a counterproposal (the “August 15 Counterproposal”) to Smurfit Kappa providing that the chair of the compensation committee of the combined company’s board of directors would be a director designated by WestRock; that the parties would cooperate to achieve appropriate chair representation for the remaining committees of the combined company’s board; that the combined company’s board would have an Executive Committee with members to be split evenly between the independent directors designated by WestRock and Smurfit Kappa; and that the parties would work jointly to establish a process to select additional key executive management of the combined company. The directors instructed Mr. Wilson to reach out to Mr. Finan to deliver the August 15 Counterproposal.

On August 16, 2023, Mr. Wilson contacted Mr. Finan by telephone and delivered the August 15 Counterproposal orally.

On August 24, 2023, the WestRock Board held a special meeting, at which members of WestRock management and representatives of Paul, Weiss and Evercore were present (the “August 24 Meeting”). At the meeting, Mr. Sewell reviewed with the directors that, since the date of the draft five-year plan that WestRock had most recently provided to Smurfit Kappa, market-based assumptions regarding pricing had changed from those reflected in the draft plan, and that during the parties’ due diligence discussions, Smurfit Kappa had requested that WestRock update the draft plan to reflect those changes. Mr. Sewell also proposed that, if updates to the draft plan were prepared, the revisions also reflect updates in macroeconomic recovery and inflation assumptions and WestRock’s recently publicly announced plans to close two mills. The directors instructed WestRock management to prepare a draft of revisions to the plan, reflecting those revised assumptions, and to present the draft to the directors for their review.

At the August 24 Meeting, the directors also discussed the progress and status of WestRock’s evaluation and negotiation of a potential strategic transaction with Smurfit Kappa, including the parties’ progress on due diligence.

On August 26, 2023, Smurfit Kappa and its representatives provided WestRock and its representatives with an outline of the proposed corporate and tax steps and organizational structure for the implementation of the proposed strategic transaction between WestRock and Smurfit Kappa, which would be further documented in the definitive documentation for the proposed transaction. On August 30, 2023, representatives of Paul, Weiss, Lazard, Evercore, Wachtell, Matheson and Citi met virtually to discuss the proposed transaction structure (the “August 30 Call”). From time to time following the August 30 Call, representatives of Paul, Weiss, Wachtell, Matheson and Cravath spoke to discuss the elements of, and revisions to, the proposed transaction structure.

On August 31, 2023, the Transaction Committee held a meeting, at which additional members of the WestRock Board constituting a quorum of the WestRock Board, members of WestRock management, and representatives of Paul, Weiss and Evercore were present. The directors discussed the progress and status of the discussions between WestRock and Smurfit Kappa regarding a potential strategic transaction, including the progress with respect to due diligence and assessment of the synergies potentially achievable as a result of the proposed transaction. Mr. Sewell reviewed with the directors an updated draft of the five-year plan (the “WestRock Projections”), which incorporated the updated assumptions discussed with the WestRock Board at the August 24 Meeting. The directors instructed WestRock management to provide the WestRock Projections to Smurfit Kappa as part of Smurfit Kappa’s confirmatory due diligence.

The WestRock Projections were provided to Smurfit Kappa and its representatives on September 1, 2023. Smurfit Kappa provided a similarly updated version of Smurfit Kappa’s stand-alone five-year plan (the “Smurfit Kappa Projections”) to WestRock and its representatives on September 1, 2023.

On September 4, 2023, representatives of Wachtell sent an initial draft of the Transaction Agreement to representatives of Paul, Weiss. Among other terms, the draft Transaction Agreement proposed that the potential transaction would be effected through an Irish scheme of arrangement involving Smurfit Kappa and a merger of a subsidiary with WestRock (in order to allow the combined company to avail itself of a provision of Irish company law (which would not be available to Smurfit Kappa Group plc) permitting the company to prepare its statutory financial statements solely under US GAAP thus reducing the administrative and cost burden to the company of having to prepare financial statements under both US GAAP and

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IFRS EU), resulting in the creation of a new holding company, Smurfit WestRock, which would be incorporated and domiciled in Ireland with global headquarters in Dublin, Ireland and Americas headquarters in Atlanta, Georgia; that WestRock Stockholders would receive consideration of one share of the new holding company, plus $5.00 in cash, for each share of WestRock Stock in connection with the merger; that the Smurfit Kappa Shareholders would receive one share of the new holding company for each Smurfit Kappa Share in the scheme of arrangement; that the combined company’s board of directors would consist of 14 directors, eight of whom would be designated by Smurfit Kappa and six of whom would be designated by WestRock; that the Chair of the Smurfit Kappa Board, Smurfit Kappa’s Group Chief Executive Officer and Group Chief Financial Officer would become the Chair, Group Chief Executive Officer and Group Chief Financial Officer of the combined company; that each party be restricted from soliciting competing proposals from third parties, subject to customary exceptions in connection with the receipt of a superior proposal; that each party be required to pay certain termination amounts in connection with the termination of the Transaction Agreement under certain circumstances; and that each party would be required to submit the Transaction Agreement for approval by its shareholders, regardless of any change in its board’s recommendation of the transactions.

On September 5, 2023, Mr. Sewell, Mr. Wilson, Mr. Smurfit and Mr. Finan met for dinner. At this dinner, they discussed the progress of the parties’ due diligence reviews of a potential strategic transaction, the positive impressions each company’s management team had made on the other during the course of due diligence, and a potential timeline for the conclusion of the parties’ evaluation and negotiation of the potential transaction and, if the parties were to reach agreement on definitive documentation for a transaction, the announcement of the transaction.

On September 6, 2023, members of WestRock management and Smurfit Kappa management, along with representatives of Evercore, Lazard and Citi, met in person, with additional representatives of WestRock and Smurfit Kappa joining portions of the meetings by video conference. At these meetings, the representatives conducted further due diligence regarding each company’s five-year plan and the synergies potentially achievable from the proposed transaction. The representatives also discussed, on a preliminary basis, a potential communications and investor relations plan in the event that the parties reached agreement for a strategic transaction and a transaction were announced.

On the evening of September 6, 2023, the Wall Street Journal published an article speculating regarding a potential strategic transaction between WestRock and Smurfit Kappa. The article reported that WestRock and Smurfit Kappa were in discussions regarding a strategic transaction and that a deal could be announced as early as the following week. No purported economic terms or other purported transaction details were contained in the Wall Street Journal article.

Later on the evening of September 6, 2023, in accordance with its disclosure obligations under applicable law and with WestRock’s consent, Smurfit Kappa issued a statement addressing the rumors reported in the Wall Street Journal article on September 6, 2023. Smurfit Kappa’s statement noted, among other things, that the WestRock Board and the Smurfit Kappa Board were discussing the key terms of a potential strategic transaction; that the potential transaction would be expected to involve the creation of a new holding company, Smurfit WestRock, which would be incorporated and domiciled in Ireland with global headquarters in Dublin, Ireland and North and South American operations headquartered in Atlanta, Georgia; that the potential transaction would be effected through an Irish scheme of arrangement involving Smurfit Kappa and a merger of a subsidiary with WestRock; and that any such transaction would result in WestRock Stockholders receiving consideration consisting primarily of shares of Smurfit WestRock. On September 7, 2023, WestRock furnished a Current Report on Form 8-K confirming these matters.

On September 7, 2023, representatives of Paul, Weiss sent a revised draft of the Transaction Agreement to representatives of Wachtell which, among other things, proposed that, in connection with seeking required regulatory approvals for the Combination, Smurfit Kappa and WestRock would be required to agree to any divestitures or other remedial actions unless they would reasonably be expected to result in a material adverse effect on the combined company, and that the Termination Amounts for both parties would be capped at one percent of Smurfit Kappa’s market capitalization as of the date of signing the Transaction Agreement. From time to time from September 7, 2023 through September 12, 2023, representatives of Paul, Weiss and Wachtell spoke by telephone to discuss the draft Transaction Agreement and exchanged drafts thereof.

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Also on September 7, 2023, at the request of the Board, representatives of Lazard provided updated customary relationship disclosures to the Board, which included disclosure of certain relationships between Lazard and its financial advisory affiliates, on the one hand, and Smurfit Kappa and its affiliates, on the other hand. There was no change to Lazard’s relationship disclosure since May 23, 2023, when Lazard last provided such disclosures to the Board.

On September 7, 2023, the WestRock Board held a special meeting, at which representatives of Paul, Weiss and Evercore were present. At this meeting, the directors discussed the status of due diligence and negotiation of the Transaction Agreement.

On September 8, 2023, at the request of the Board, representatives of Evercore provided customary relationship disclosures to the Board, which included disclosure of certain relationships between Evercore and its affiliates, on the one hand, and WestRock and its affiliates, on the other hand.

On September 9, 2023, the WestRock Board held a special meeting, at which representatives of Paul, Weiss, Evercore and Lazard were present (the “September 9 Meeting”). The directors and the advisors discussed the status of the negotiation of the Transaction Agreement.

During the meeting, representatives of Evercore and Lazard reviewed with the directors their respective financial analyses of the proposed transaction.

Also during the meeting, at the request of the WestRock Board, Evercore delivered its oral opinion, which was subsequently confirmed by delivery of a written opinion, dated September 9, 2023, which is attached to this proxy statement/prospectus as Annex D, that as of the date of such opinion, and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s opinion, the consideration per share of WestRock Stock of one share of stock of the combined company, plus $5.00 in cash, to be received by WestRock Stockholders (other than stockholders who are entitled to and properly demand an appraisal of their shares of WestRock Stock, any subsidiary of WestRock, Smurfit Kappa, Merger Sub or any of their respective subsidiaries) in the transaction was fair, from a financial point of view, to such holders. At the request of the WestRock Board, Lazard delivered its oral opinion, which was subsequently confirmed by delivery of a written opinion, dated September 9, 2023, which is attached to this proxy statement/prospectus as Annex C, that as of such date and based upon and subject to the procedures followed, assumptions made, qualifications and limitations set forth in the Lazard opinion, the consideration per share of WestRock Stock of one share of stock of the combined company, plus $5.00 in cash, to be paid to WestRock Stockholders (other than stockholders who are entitled to and properly demand an appraisal of their shares of WestRock Stock, any subsidiary of WestRock, Smurfit Kappa, Merger Sub or any of their subsidiaries) pursuant to the Transaction Agreement was fair, from a financial point of view, to such holders.

Following the September 9 Meeting, later in the day on September 9, 2023, Mr. Wilson and Mr. Finan, and separately representatives of Paul, Weiss and Wachtell, spoke by telephone regarding the progress of negotiations of the Transaction Agreement and the open items, and WestRock’s responses to those items, identified during the September 9 Meeting.

Throughout the day on September 11, 2023, representatives of Paul, Weiss and Wachtell continued to negotiate the terms of the Transaction Agreement and exchange drafts of the Transaction Agreement.

On the evening of September 11, 2023, the Transaction Committee and the WestRock Board held a joint meeting, at which representatives of Paul, Weiss, Evercore and Lazard were present. At the meeting, representatives of Paul, Weiss updated the directors on the progress of negotiations of the Transaction Agreement. The directors discussed the remaining open points with the advisors, including potential resolutions for each point. The directors discussed the valuation analyses that had been presented by each of Evercore and Lazard, and each financial advisor’s fairness opinion to the WestRock Board, at the September 9 Meeting. Taking these factors into account, as well as the evaluation by the Transaction Committee and the WestRock Board of the strategic alternatives available to WestRock, including the continued pursuit of WestRock’s standalone plan, the Transaction Committee and the WestRock Board each unanimously determined that the Transaction Agreement, and the transactions contemplated thereby (collectively, including the Smurfit Kappa Share Exchange and the Merger, the “Transactions”), would be in the best interests of, WestRock and the WestRock Stockholders.

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At this meeting, the Transaction Committee unanimously determined that it is in the best interests of WestRock and the WestRock Stockholders, and declared it advisable, to enter into the Transaction Agreement and consummate the Merger and the other Transactions; recommended that the WestRock Board declare advisable, approve and adopt the Transaction Agreement and approve the execution and delivery of the Transaction Agreement by WestRock, the performance by WestRock of its covenants and other obligations under the Transaction Agreement, and the consummation of the Merger and the other Transactions; and recommended that, subject to approval of the Transaction Agreement by the WestRock Board, WestRock Stockholders vote in favor of the adoption of the Transaction Agreement and the approval of the Merger and the other Transactions, and in favor of the Distributable Reserves Resolution. The WestRock Board then unanimously determined that it is in the best interests of WestRock and the WestRock Stockholders, and declared it advisable, to enter into the Transaction Agreement and consummate the Merger and the other Transactions; approved and adopted the Transaction Agreement and approved the execution and delivery of the Transaction Agreement by WestRock, the performance by WestRock of its covenants and other obligations under the Transaction Agreement, and the consummation of the Merger and the other Transactions; resolved that the Transaction Agreement be submitted to WestRock Stockholders for adoption; and recommended that WestRock Stockholders vote in favor of the adoption of the Transaction Agreement and the approval of the Merger and the other Transactions, and in favor of the Distributable Reserves Resolution.

Shortly thereafter, on September 12, 2023, WestRock and Smurfit Kappa finalized and executed the Transaction Agreement and the other definitive documentation on the terms approved by the WestRock Board and the Smurfit Kappa Board. The executed Transaction Agreement provided that, among other things, (i) in connection with seeking required regulatory approvals for the Combination, Smurfit Kappa and WestRock would be required to agree to divestitures or other remedial actions with respect to assets or businesses of Smurfit Kappa or WestRock that, in the aggregate, generated total revenues over $750 million during the twelve-month period ending December 31, 2022 and (ii) the Smurfit Kappa Termination Amount would be one percent of Smurfit Kappa’s market capitalization as of the date of signing the Transaction Agreement and the WestRock Termination Amount would be 1.3% of its value as ascribed by the Combination as of the date of signing the Transaction Agreement.

At the time of execution of the Transaction Agreement, neither WestRock nor Smurfit Kappa had discussed the terms of any post-closing employment for WestRock’s management with the WestRock Board, WestRock or any members of WestRock management.

On the morning of September 12, 2023, WestRock and Smurfit Kappa issued a joint press release announcing the execution of the Transaction Agreement.

Recommendation of the Transaction Committee and the WestRock Board; Reasons for the Merger

The Transaction Committee

On September 11, 2023, the Transaction Committee, after considering various factors, including those described herein, and after consultation with independent legal and financial advisors, unanimously determined that it is in the best interests of WestRock and the WestRock Stockholders, and declared it advisable, to enter into the Transaction Agreement and consummate the Merger and the other Transactions; recommended that the WestRock Board declare advisable, approve and adopt the Transaction Agreement and approve the execution and delivery of the Transaction Agreement by WestRock, the performance by WestRock of its covenants and other obligations under the Transaction Agreement, and the consummation of the Merger and the other Transactions; and recommended that, subject to approval of the Transaction Agreement by the WestRock Board, WestRock Stockholders vote in favor of the adoption of the Transaction Agreement and the approval of the Merger and the other Transactions, and in favor of the Distributable Reserves Resolution.

In reaching its determinations and recommendations, the Transaction Committee considered a number of factors, including the following factors (not necessarily in order of relative importance) which the Transaction Committee viewed as being generally positive or favorable in coming to a determination and recommendation:

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Benefits of a Combined Company.

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Scale.   The Transaction Committee’s expectation that, following the Combination, Smurfit WestRock will be a global “go-to” packaging partner of choice, with unparalleled geographic and product diversity, a culturally aligned customer focus and enhanced capabilities to serve customers globally.

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Complementary Businesses and Geographic Scope.   The Transaction Committee’s expectation that the combined business will, by bringing together the geographic and product portfolios of WestRock and Smurfit Kappa, be able to provide a more diversified and complete suite of geographic capabilities and product offerings and sustainability capabilities for its clients, with geographic reach across 42 countries, a significant presence across both Europe and the Americas and breadth and depth across renewable, recyclable and biodegradable packaging solutions.

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Continuing Influence.   The Transaction Committee’s expectation that WestRock Designees, who were selected based on their experience, skills and capabilities, as well as their interest in serving and ability to serve on the Smurfit WestRock Board, will have continuing influence on the execution of the strategy and business plan of Smurfit WestRock following the Combination, one of whom will be appointed to serve as chair of the compensation committee of the Smurfit WestRock Board.

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Synergies.   The Transaction Committee’s expectation, supported by the findings of the due diligence review of Smurfit Kappa’s business undertaken by representatives of WestRock prior to the public announcement of the Combination, that the Combination will result in WestRock Stockholders being able to participate in the benefits derivable from an estimated in excess of $400 million in pre-tax run-rate synergies at the end of the first full year following Completion, which estimated synergies are expected to be achieved primarily in the following areas: operating synergies from paper and converting integration; operating synergies from logistics systems, purchasing and recovered fiber procurement; and removing duplicate corporate costs and scale efficiencies in administrative functions.

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Positive Effect on Pro Forma Earnings Per Share.   The Transaction Committee’s expectation that the Transactions will be accretive to the earnings per share of Smurfit WestRock.

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Premium to Market Price.   The fact that the Merger Consideration (without interest and less applicable withholding taxes) consisting of one Smurfit WestRock Share, plus $5.00 in cash, for each share of WestRock Stock represented a premium relative to the unaffected closing price of WestRock Stock on September 6, 2023 (the last trading day prior to the public announcement that Smurfit Kappa and WestRock were in discussions regarding a potential strategic transaction). Certain historical market prices of the WestRock Stock are set forth in the table in the section of this proxy statement/​prospectus entitled “Comparative Per Share Market Price and Dividend Information.”

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Form of Merger Consideration.   The fact that WestRock Stockholders will receive a portion of the Merger Consideration in the form of cash, which provides certainty of value, and a portion of the Merger Consideration in the form of Smurfit WestRock Shares, which is expected to give WestRock Stockholders the opportunity to participate in the growth prospects of the combined business or, given the anticipated liquid market for Smurfit WestRock Shares, the opportunity to sell Smurfit WestRock Shares following the consummation of the Combination at their discretion.

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Value of Smurfit WestRock Shares.   The Transaction Committee’s belief that the Smurfit WestRock Shares that will be delivered to WestRock Stockholders as part of the Merger Consideration will benefit in the near and long-term from the Combination’s anticipated synergies, operational efficiencies and potential for growth described in more detail below.

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Opinion of Evercore.   The opinion of Evercore, dated September 9, 2023, to the WestRock Board that as of the date of such opinion, and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s opinion, the Merger Consideration to be received by the WestRock Stockholders (other than stockholders who are entitled to and properly demand an appraisal of their shares of WestRock Stock, any subsidiary of WestRock, Smurfit Kappa, Merger Sub or any of their respective subsidiaries) in the transaction was fair, from a financial point of

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view, to such holders, as more fully described below in the section of this proxy statement/prospectus entitled “The Combination — Opinions of WestRock’s Financial Advisors.”

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Opinion of Lazard.   The opinion of Lazard, dated September 9, 2023, to the WestRock Board that as of such date and based upon and subject to the procedures followed, assumptions made, qualifications and limitations set forth in the Lazard opinion, the Merger Consideration to be paid to WestRock Stockholders (other than stockholders who are entitled to and properly demand an appraisal of their shares of WestRock Stock, any subsidiary of WestRock, Smurfit Kappa, Merger Sub or any of their subsidiaries) in the Combination was fair, from a financial point of view, to such holders, as more fully described below in the section of this proxy statement/prospectus entitled “The Combination — Opinions of WestRock’s Financial Advisors.”

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Financial Analyses.   The financial analyses reviewed and discussed with the Transaction Committee and the WestRock Board by representatives of Evercore and Lazard.

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Other Strategic Alternatives.   The Transaction Committee’s assessment that the Merger Consideration is more favorable to the WestRock Stockholders than the potential value that would reasonably be expected to result from other strategic alternatives reasonably available, including an acquisition of Company A, a sale to another potential counterparty, the continuation of WestRock’s business plan as a stand-alone public company or a separation transaction involving a portion of WestRock’s businesses.

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History of Negotiations.   The fact that the Transaction Committee and the WestRock Board negotiated vigorously with Smurfit Kappa with respect to the Merger Consideration and other terms of the Transaction Agreement, including obtaining a price increase from Smurfit Kappa from Smurfit Kappa’s original offer price of one Smurfit Kappa Share per share of WestRock Stock to one Smurfit Kappa Share, plus $5.00 in cash, per share of WestRock Stock, which the Transaction Committee believed represented the highest price that Smurfit Kappa was willing to pay.

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Loss of Opportunity.   The possibility that, if the Transaction Committee declined to recommend the Transaction Agreement, or the WestRock Board declined to approve the Transaction Agreement, there may not be another opportunity for the WestRock Stockholders to receive a comparably priced offer with a comparable level of closing certainty.

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Current Conditions.   The current state of the U.S. and global economies, including increased volatility in the credit, financial and stock markets, global inflation trends, geopolitical risks, interest rate increases, global pricing trends, supply chain and freight costs and the current and potential impact of these conditions in both the near term and long term on WestRock’s industry and the trading price of the WestRock Stock.

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Likelihood of Closing.   The likelihood that the Combination would be completed, based on, among other things (not in any relative order of importance):

•

the absence of a financing condition of any kind in the Transaction Agreement;

•

the fact that a wholly owned subsidiary of Smurfit Kappa obtained committed debt financing to fund the cash component of the Merger Consideration and certain other costs relating to the consummation of the Combination;

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the likelihood and anticipated timing of obtaining all required regulatory approvals in connection with the Combination; and

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WestRock’s ability, under certain circumstances pursuant to the Transaction Agreement, to seek specific performance to prevent breaches of the Transaction Agreement and enforce specifically the terms of the Transaction Agreement.

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Transaction Agreement Terms.   The terms of the Transaction Agreement, which were reviewed by the Transaction Committee with independent legal and financial advisors, including:

•

WestRock’s ability to consider and respond to unsolicited competing proposals, including to furnish information and conduct negotiations with third parties under certain circumstances subject to the terms specified in the Transaction Agreement;

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•

the WestRock Board’s ability to effect a WestRock Change in Recommendation subject to the terms specified in the Transaction Agreement; and

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Smurfit Kappa’s obligations under the Transaction Agreement to use reasonable best efforts to obtain regulatory clearances required for the closing of the Combination.

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Appraisal Rights.   The fact that WestRock Stockholders who do not vote to adopt the Transaction Agreement have the right to demand appraisal of their shares of WestRock Stock in accordance with the procedures of Section 262 of the DGCL.

In the course of its deliberations, the Transaction Committee also considered a number of uncertainties, risks and other countervailing factors relating to entering into the Transaction Agreement, including (not necessarily in order of relative importance):

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Geographic Exposure.   The risk that the expanded geographic footprint of Smurfit WestRock would result in increased exposure of WestRock Stockholders to risks and trends inherent in European markets, relative to the exposure of WestRock to such markets on a stand-alone basis.

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Continuing Influence.   The fact that the six WestRock Designees, who were selected based on their experience, skills and capabilities, as well as their interest in serving and ability to serve on the Smurfit WestRock Board, to be appointed to the Smurfit WestRock Board at Completion will not constitute a majority of the Smurfit WestRock Board.

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Possible Failure to Achieve Synergies.   The potential challenges and difficulties in integrating the operations of WestRock and Smurfit Kappa and the risk that anticipated cost savings and operational efficiencies between the two companies, or other anticipated benefits of the Combination, might not be realized or might take longer to realize than expected.

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Value of Merger Consideration.   The fact that, because a significant portion of the Merger Consideration consists of shares, and because the Merger Consideration is based on a fixed exchange ratio rather than a fixed value, WestRock Stockholders bear the risk of a decrease in the trading price of Smurfit Kappa Shares during the pendency of the Combination and the risk of a decrease in the trading price of Smurfit WestRock Shares following Completion.

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Closing Certainty.   The risk that Combination might not be completed in a timely manner or at all.

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Impact of Transaction Announcement.   The risk that disruptions from the Combination will harm (i) the businesses of WestRock or Smurfit Kappa, including current plans and operations, including during the pendency of the Combination, and (ii) the ability of WestRock or Smurfit Kappa to retain and hire key personnel during the pendency of the Combination or following completion of the Combination. The potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Combination and potential business uncertainty, including changes to existing business relationships, during the pendency of the Combination that could affect the financial performance of WestRock, Smurfit Kappa or Smurfit WestRock.

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Tax Treatment.   The fact that the receipt of the Merger Consideration in exchange for shares of WestRock Stock pursuant to the Transaction Agreement would be taxable to the WestRock Stockholders that are U.S. holders for U.S. federal income tax purposes.

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Restrictions on Solicitation.   The restrictions imposed by the Transaction Agreement on WestRock’s solicitation of competing proposals from third parties, and the risk that prospective bidders may perceive Smurfit Kappa’s right under the Transaction Agreement to negotiate with WestRock to match the terms of any WestRock Superior Proposal prior to the WestRock Board being able to make a WestRock Change in Recommendation, or the Transaction Agreement’s requirement that WestRock submit the Transaction Agreement for adoption by WestRock Stockholders even if the WestRock Board makes a WestRock Change in Recommendation, to be a deterrent to making competing proposals.

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Termination Fee.   The possibility that the Termination Amount payable by WestRock under certain circumstances, including if the WestRock Board makes a WestRock Change in Recommendation or the failure of the WestRock Stockholder Approval to be obtained, could discourage other potential

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acquirors from making a competing proposal to acquire WestRock (which Termination Amount would be equal to $147 million in cash, if the Transaction Agreement is terminated in connection with a WestRock Change in Recommendation, and equal to $57 million in cash, if the Transaction Agreement is terminated in connection with the failure of the WestRock Stockholder Approval to be obtained).

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Pre-Closing Covenants.   The restrictions placed on the conduct of WestRock’s business prior to the completion of Combination pursuant to the terms of the Transaction Agreement, which could delay or prevent WestRock from undertaking business opportunities that may arise, or from undertaking any other action it would otherwise take with respect to the operations of WestRock absent the pending completion of the Combination.

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Potential Litigation.   The potential for litigation by WestRock Stockholders or by Smurfit Kappa shareholders in connection with the Combination, which, even where lacking in merit, could nonetheless result in distraction and expense.

•

Transaction Costs.   The costs associated with the completion of the Combination, including management’s time and energy and potential opportunity cost.

•

Other risks.   Risks of the type and nature described under the sections of this proxy statement/​prospectus entitled “Risk Factors” and “Cautionary Statements Regarding Forward-Looking Statements.”

The Transaction Committee concluded that the uncertainties, risks and potentially negative factors relevant to the Combination were outweighed by the potential benefits.

In addition, the Transaction Committee was aware of and considered the fact that some of WestRock’s directors and executive officers have interests in the Combination that are different from, or in addition to, WestRock Stockholders generally, including those interests that are a result of employment and compensation arrangements with WestRock. For more information, see the section of this proxy statement/prospectus entitled “The Combination — Interests of the Directors and Executive Officers of WestRock in the Merger.”

The foregoing discussion of factors considered by the Transaction Committee in reaching its conclusions and recommendation includes the principal factors considered by the Transaction Committee, but is not intended to be exhaustive and may not include all of the factors considered by the Transaction Committee. In light of the variety of factors considered in connection with its evaluation of the Transaction Agreement and the Combination, the Transaction Committee did not find it practicable to, and did not, quantify or otherwise assign relative or specific weights to the specific factors considered in reaching its determinations and recommendations. Rather, the Transaction Committee based its decisions on the totality of the factors and information it considered. Moreover, each member of the Transaction Committee applied his or her own personal business judgment to the process and may have given different weight to different factors.

The WestRock Board

On September 11, 2023, the WestRock Board, after considering various factors, including those described herein, and after consultation with independent legal and financial advisors, unanimously determined that it is in the best interests of WestRock and the WestRock Stockholders, and declared it advisable, to enter into the Transaction Agreement and consummate the Merger and the other Transactions; approved and adopted the Transaction Agreement and approved the execution and delivery of the Transaction Agreement by WestRock, the performance by WestRock of its covenants and other obligations under the Transaction Agreement, and the consummation of the Merger and the other Transactions; resolved that the Transaction Agreement be submitted to WestRock Stockholders for adoption; and recommended that WestRock Stockholders vote in favor of the adoption of the Transaction Agreement and the approval of the Merger and the other Transactions, and in favor of the Distributable Reserves Resolution.

The WestRock Board recommends that you vote (i) “FOR” the Merger Proposal, (ii) “FOR” the Merger-Related Compensation Proposal and (iii) “FOR” the Distributable Reserves Resolution.

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In reaching its determinations and recommendations, the WestRock Board considered a number of factors, including the following factors (not necessarily in order of relative importance) which the WestRock Board viewed as being generally positive or favorable in coming to a determination and recommendation:

•

Benefits of a Combined Company.

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Scale.   The WestRock Board’s expectation that, following the Combination, Smurfit Kappa will be a global “go-to” packaging partner of choice, with unparalleled geographic and product diversity, a culturally aligned customer focus and enhanced capabilities to serve customers globally.

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Complementary Businesses and Geographic Scope.   The WestRock Board’s expectation that the combined business will, by bringing together the geographic and product portfolios of WestRock and Smurfit Kappa, be able to provide a more diversified and complete suite of geographic capabilities and product offerings and sustainability capabilities for its clients, with geographic reach across 42 countries, a significant presence across both Europe and the Americas and breadth and depth across renewable, recyclable and biodegradable packaging solutions.

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Continuing Influence.   The WestRock Board’s expectation that WestRock Designees will have continuing influence on the execution of the strategy and business plan of Smurfit WestRock following the Combination, one of whom will be appointed to serve as chair of the compensation committee of the Smurfit WestRock Board.

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Synergies.   The WestRock Board’s expectation, supported by the findings of the due diligence review of Smurfit Kappa’s business undertaken by representatives of WestRock prior to the public announcement of the Combination, that the Combination will result in WestRock Stockholders being able to participate in the benefits derivable from an estimated in excess of $400 million in pre-tax run-rate synergies at the end of the first full year following Completion, which estimated synergies are expected to be achieved primarily in the following areas: operating synergies from paper and converting integration; operating synergies from logistics systems, purchasing and recovered fiber procurement; and removing duplicate corporate costs and scale efficiencies in administrative functions.

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Positive Effect on Pro Forma Earnings Per Share.   The WestRock Board’s expectation that the Transactions will be accretive to the earnings per share of Smurfit WestRock.

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Premium to Market Price.   The fact that the Merger Consideration (without interest and less applicable withholding taxes) consisting of one Smurfit WestRock Share, plus $5.00 in cash, for each share of WestRock Stock represented a premium relative to the unaffected closing price of WestRock Stock on September 6, 2023 (the last trading day prior to the public announcement that Smurfit Kappa and WestRock were in discussions regarding a potential strategic transaction). Certain historical market prices of the WestRock Stock are set forth in the table in the section of this proxy statement/​prospectus entitled “Comparative Per Share Market Price and Dividend Information.”

•

Form of Merger Consideration.   The fact that WestRock Stockholders will receive a portion of the Merger Consideration in the form of cash, which provides certainty of value, and a portion of the Merger Consideration in the form of Smurfit WestRock Shares, which is expected to give WestRock Stockholders the opportunity to participate in the growth prospects of the combined business or, given the anticipated liquid market for Smurfit WestRock Shares, the opportunity to sell Smurfit WestRock Shares following the consummation of the Combination at their discretion.

•

Value of Smurfit WestRock Shares.   The WestRock Board’s belief that the Smurfit WestRock Shares that will be delivered to WestRock Stockholders as part of the Merger Consideration will benefit in the near and long-term from the Combination’s anticipated synergies, operational efficiencies and potential for growth described in more detail below.

•

Opinion of Evercore.   The opinion of Evercore, dated September 9, 2023, to the WestRock that as of the date of such opinion, and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s opinion, the Merger Consideration to be received by the WestRock Stockholders (other than stockholders who are entitled to and properly demand an appraisal of their shares of WestRock Stock, any subsidiary of WestRock, Smurfit Kappa, Merger

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Sub or any of their respective subsidiaries) in the transaction was fair, from a financial point of view, to such holders, as more fully described below in the section of this proxy statement/prospectus entitled “The Combination — Opinions of WestRock’s Financial Advisors.”

•

Opinion of Lazard.   The opinion of Lazard, dated September 9, 2023, to the WestRock Board that as of such date and based upon and subject to the procedures followed, assumptions made, qualifications and limitations set forth in the Lazard opinion, the Merger Consideration to be paid to WestRock Stockholders (other than stockholders who are entitled to and properly demand an appraisal of their shares of WestRock Stock, any subsidiary of WestRock, Smurfit Kappa, Merger Sub or any of their subsidiaries) in the Combination was fair, from a financial point of view, to such holders, as more fully described below in the section of this proxy statement/prospectus entitled “The Combination — Opinions of WestRock’s Financial Advisors.”

•

Financial Analyses.   The financial analyses reviewed and discussed with the Transaction Committee and the WestRock Board by representatives of Evercore and Lazard.

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Unanimous Recommendation by the Transaction Committee.   The fact that the Transaction Committee unanimously recommended that the WestRock Board declare advisable, approve and adopt the Transaction Agreement and approve the execution and delivery of the Transaction Agreement by WestRock, the performance by WestRock of its covenants and other obligations under the Transaction Agreement, and the consummation of the Merger and the other Transactions.

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Other Strategic Alternatives.   The WestRock Board’s assessment that the Merger Consideration is more favorable to the WestRock Stockholders than the potential value that would reasonably be expected to result from other strategic alternatives reasonably available, including an acquisition of Company A, a sale to another potential counterparty, the continuation of WestRock’s business plan as a stand-alone public company or a separation transaction involving a portion of WestRock’s businesses.

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History of Negotiations.   The fact that the Transaction Committee and the WestRock Board negotiated vigorously with Smurfit Kappa with respect to the Merger Consideration and other terms of the Transaction Agreement, including obtaining a price increase from Smurfit Kappa from Smurfit Kappa’s original offer price of one Smurfit Kappa Share per share of WestRock Stock to one Smurfit Kappa Share, plus $5.00 in cash, per share of WestRock Stock, which the WestRock Board believed represented the highest price that Smurfit Kappa was willing to pay.

•

Loss of Opportunity.   The possibility that, if the WestRock Board declined to approve the Transaction Agreement, there may not be another opportunity for the WestRock Stockholders to receive a comparably priced offer with a comparable level of closing certainty.

•

Current Conditions.   The current state of the U.S. and global economies, including increased volatility in the credit, financial and stock markets, global inflation trends, geopolitical risks, interest rate increases, global pricing trends, supply chain and freight costs and the current and potential impact of these conditions in both the near term and long term on WestRock’s industry and the trading price of the WestRock Stock.

•

Likelihood of Closing.   The likelihood that the Combination would be completed, based on, among other things (not in any relative order of importance):

•

the absence of a financing condition of any kind in the Transaction Agreement;

•

the fact that a wholly owned subsidiary of Smurfit Kappa obtained committed debt financing to fund the cash component of the Merger Consideration and certain other costs relating to the consummation of the Combination;

•

the likelihood and anticipated timing of obtaining all required regulatory approvals in connection with the Combination; and

•

WestRock’s ability, under certain circumstances pursuant to the Transaction Agreement, to seek specific performance to prevent breaches of the Transaction Agreement and enforce specifically the terms of the Transaction Agreement.

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•

Transaction Agreement Terms.   The terms of the Transaction Agreement, which were reviewed by the WestRock Board with its independent legal and financial advisors, including:

•

WestRock’s ability to consider and respond to unsolicited competing proposals, including to furnish information and conduct negotiations with third parties under certain circumstances subject to the terms specified in the Transaction Agreement;

•

the WestRock Board’s ability to effect a WestRock Change in Recommendation subject to the terms specified in the Transaction Agreement; and

•

Smurfit Kappa’s obligations under the Transaction Agreement to use reasonable best efforts to obtain regulatory clearances required for the closing of the Combination.

•

Appraisal Rights.   The fact that WestRock Stockholders who do not vote to adopt the Transaction Agreement have the right to demand appraisal of their shares of WestRock Stock in accordance with the procedures of Section 262 of the DGCL.

In the course of its deliberations, the WestRock Board also considered a number of uncertainties, risks and other countervailing factors relating to entering into the Transaction Agreement, including (not necessarily in order of relative importance):

•

Geographic Exposure.   The risk that the expanded geographic footprint of Smurfit WestRock would result in increased exposure of WestRock Stockholders to risks and trends inherent in European markets, relative to the exposure of WestRock to such markets on a stand-alone basis.

•

Continuing Influence.   The fact that the six WestRock Designees to be appointed to the Smurfit WestRock Board at Completion will not constitute a majority of the Smurfit WestRock Board.

•

Possible Failure to Achieve Synergies.   The potential challenges and difficulties in integrating the operations of WestRock and Smurfit Kappa and the risk that anticipated cost savings and operational efficiencies between the two companies, or other anticipated benefits of the Combination, might not be realized or might take longer to realize than expected.

•

Value of Merger Consideration.   The fact that, because a significant portion of the Merger Consideration consists of shares, and because the Merger Consideration is based on a fixed exchange ratio rather than a fixed value, WestRock Stockholders bear the risk of a decrease in the trading price of Smurfit Kappa Shares during the pendency of the Combination and the risk of a decrease in the trading price of Smurfit WestRock Shares following Completion.

•

Closing Certainty.   The risk that the Combination might not be completed in a timely manner or at all.

•

Impact of Transaction Announcement.   The risk that disruptions from the Combination will harm (i) the businesses of WestRock or Smurfit Kappa, including current plans and operations, including during the pendency of the Combination, and (ii) the ability of WestRock or Smurfit Kappa to retain and hire key personnel during the pendency of the Transactions or following completion of the Combination. The potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Combination and potential business uncertainty, including changes to existing business relationships, during the pendency of the Combination that could affect the financial performance of WestRock, Smurfit Kappa or Smurfit WestRock.

•

Tax Treatment.   The fact that the receipt of the Merger Consideration in exchange for shares of WestRock Stock pursuant to the Transaction Agreement would be taxable to the WestRock Stockholders that are U.S. holders for U.S. federal income tax purposes.

•

Restrictions on Solicitation.   The restrictions imposed by the Transaction Agreement on WestRock’s solicitation of competing proposals from third parties, and the risk that prospective bidders may perceive Smurfit Kappa’s right under the Transaction Agreement to negotiate with WestRock to match the terms of any WestRock Superior Proposal prior to the WestRock Board being able to make a WestRock Change in Recommendation, or the Transaction Agreement’s requirement that WestRock submit the Transaction Agreement for adoption by WestRock Stockholders even if the WestRock Board makes a WestRock Change in Recommendation, to be a deterrent to making competing proposals.

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•

Termination Fee.   The possibility that the Termination Amount payable by WestRock under certain circumstances, including if the WestRock Board makes a WestRock Change in Recommendation or the failure of the WestRock Stockholder Approval to be obtained, could discourage other potential acquirors from making a competing proposal to acquire WestRock (which Termination Amount would be equal to $147 million in cash, if the Transaction Agreement is terminated in connection with a WestRock Change in Recommendation, and equal to $57 million in cash, if the Transaction Agreement is terminated in connection with the failure of the WestRock Stockholder Approval to be obtained).

•

Pre-Closing Covenants.   The restrictions placed on the conduct of WestRock’s business prior to the completion of the Combination pursuant to the terms of the Transaction Agreement, which could delay or prevent WestRock from undertaking business opportunities that may arise, or from undertaking any other action it would otherwise take with respect to the operations of WestRock absent the pending completion of the Combination.

•

Potential Litigation.   The potential for litigation by WestRock Stockholders or by Smurfit Kappa shareholders in connection with the transactions contemplated by the Transaction Agreement, including the Merger, which, even where lacking in merit, could nonetheless result in distraction and expense.

•

Transaction Costs.   The costs associated with the completion of the Combination, including management’s time and energy and potential opportunity cost.

•

Other risks.   Risks of the type and nature described under the sections of this proxy statement/​prospectus entitled “Risk Factors” and “Cautionary Statements Regarding Forward-Looking Statements.”

The WestRock Board concluded that the uncertainties, risks and potentially negative factors relevant to the Combination were outweighed by the potential benefits.

In addition, the WestRock Board was aware of and considered the fact that some of WestRock’s directors and executive officers have interests in the Combination that are different from, or in addition to, WestRock Stockholders generally, including those interests that are a result of employment and compensation arrangements with WestRock. For more information, see the section of this proxy statement/prospectus entitled “The Combination — Interests of the Directors and Executive Officers of WestRock in the Merger.”

The foregoing discussion of factors considered by the WestRock Board in reaching its conclusions and recommendation includes the principal factors considered by the WestRock Board, but is not intended to be exhaustive and may not include all of the factors considered by the WestRock Board. In light of the variety of factors considered in connection with its evaluation of the Transaction Agreement and the Combination, the WestRock Board did not find it practicable to, and did not, quantify or otherwise assign relative or specific weights to the specific factors considered in reaching its determinations and recommendations. Rather, the WestRock Board based its decisions on the totality of the factors and information it considered. Moreover, each member of the WestRock Board applied his or her own personal business judgment to the process and may have given different weight to different factors.

Opinions of WestRock’s Financial Advisors

Opinion of Lazard Freres & Co. LLC

The WestRock Board retained Lazard to act as financial advisor in connection with the Combination. In connection with this engagement, the WestRock Board requested that Lazard evaluate the fairness, from a financial point of view, to WestRock Stockholders (other than Excluded Holders), of the Merger Consideration to be paid to such holders in the Combination. On September 9, 2023, at a meeting of the WestRock Board held to evaluate the Combination, Lazard rendered to the WestRock Board its oral opinion, which was subsequently confirmed by delivery of a written opinion, dated September 9, 2023, to the WestRock Board to the effect that, as of such date, and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken

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by Lazard in connection with its opinion, the Merger Consideration to be paid to the WestRock Stockholders (other than Excluded Holders) in the Combination was fair, from a financial point of view, to such holders.

The full text of Lazard’s written opinion, dated September 9, 2023, which sets forth the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by Lazard in connection with its opinion, is attached as Annex C to this proxy statement/​prospectus and is incorporated herein by reference in its entirety. The summary of the written opinion of Lazard, dated September 9, 2023, set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of Lazard’s written opinion attached as Annex C. You are encouraged to read Lazard’s opinion and the summary contained in this proxy statement/prospectus carefully and in their entirety. Lazard’s engagement and its opinion were for the benefit of the WestRock Board (in its capacity as such) and Lazard’s opinion was rendered to the WestRock Board in connection with its evaluation of the Combination and addressed only the fairness, as of the date of the opinion, from a financial point of view, to the WestRock Stockholders (other than Excluded Holders) of the Merger Consideration to be paid to such holders in the Combination. Lazard’s opinion did not address the relative merits of the Combination as compared to any other transaction or business strategy in which WestRock might engage or the merits of the underlying decision by WestRock to engage in the Combination. Lazard’s opinion is not intended to and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to the Combination or any matter relating thereto.

In connection with its opinion, Lazard:

•

reviewed the financial terms and conditions of a draft, dated September 8, 2023, of the Transaction Agreement;

•

reviewed certain publicly available historical business and financial information relating to WestRock and Smurfit Kappa;

•

reviewed various financial forecasts and other data provided to Lazard by WestRock relating to the WestRock Projections (defined in the section entitled “The Combination—Certain WestRock Unaudited Financial Information”), the Smurfit Kappa Projections (defined in the section entitled “The Combination—Certain Smurfit Kappa Unaudited Financial Information”) provided to Lazard by Smurfit Kappa, the Calculated UFCF Estimates Regarding Smurfit Kappa (defined in the section entitled “The Combination—Certain Smurfit Kappa Unaudited Financial Information”), and projected synergies and other benefits, including the amount and timing thereof, anticipated by the managements of Smurfit Kappa and WestRock to be realized from the Combination (referred to as the “Estimated Synergies”);

•

held discussions with members of the senior managements of WestRock and Smurfit Kappa with respect to the businesses and prospects of WestRock and Smurfit Kappa, respectively, and the projected synergies and other benefits anticipated by the managements of Smurfit Kappa and WestRock to be realized from the Combination;

•

reviewed public information with respect to certain other companies in lines of business Lazard believed to be generally relevant in evaluating the businesses of WestRock and Smurfit Kappa, respectively;

•

reviewed historical stock prices and trading volumes of WestRock Stock and Smurfit Kappa Shares;

•

reviewed the potential pro forma financial impact of the Combination on Smurfit WestRock based on the WestRock Projections and projected synergies and other benefits referred to above anticipated to be realized from the Combination; and

•

conducted such other financial studies, analyses and investigations as Lazard deemed appropriate.

Lazard assumed and relied upon the accuracy and completeness of the foregoing information, without independent verification of such information. Lazard did not conduct any independent valuation or appraisal of any of the assets or liabilities (contingent or otherwise) of WestRock or Smurfit Kappa or concerning the solvency or fair value of WestRock or Smurfit Kappa, and Lazard was not furnished with any such valuation or appraisal. With respect to the financial forecasts utilized in Lazard’s analyses, including those

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related to projected synergies and other benefits anticipated by the managements of Smurfit Kappa and WestRock to be realized from the Combination, Lazard assumed, with the consent of WestRock, that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments as to the future financial performance of WestRock and Smurfit Kappa, respectively, and such synergies and other benefits. Lazard assumed no responsibility for and expressed no view as to any such forecasts or the assumptions on which they are based.

Further, Lazard’s opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Lazard as of, the date of its opinion. Lazard assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date thereof. Lazard further noted that volatility in the credit, commodities and financial markets may have an effect on WestRock, Smurfit Kappa, Smurfit WestRock or the Combination and Lazard did not express an opinion as to the effects of such volatility or such disruption on WestRock, Smurfit Kappa, Smurfit WestRock or the Combination. Lazard did not express any opinion as to the prices at which shares of WestRock Stock, Smurfit Kappa Shares or the Smurfit WestRock Shares may trade at any time subsequent to the announcement of the Combination. In connection with Lazard’s engagement, Lazard was not authorized to, and it did not, solicit indications of interest from third parties regarding a potential transaction with WestRock. In addition, Lazard’s opinion did not address the relative merits of the Combination as compared to any other transaction or business strategy in which WestRock might engage or the merits of the underlying decision by WestRock to engage in the Combination.

In rendering its opinion, Lazard assumed, with the consent of WestRock, that the Combination would be consummated on the terms described in the Transaction Agreement, without any waiver or modification of any material terms or conditions. Representatives of WestRock advised Lazard, and Lazard assumed, that the Transaction Agreement, when executed, would conform to the draft reviewed by Lazard in all material respects. Lazard also assumed, with the consent of WestRock, that obtaining the necessary governmental, regulatory or third-party approvals and consents for the Combination would not have an adverse effect on WestRock, Smurfit Kappa, Smurfit WestRock or the Combination. Lazard did not express any opinion as to any tax or other consequences that might result from the Combination, nor does Lazard’s opinion address any legal, tax, regulatory or accounting matters, as to which Lazard understood that WestRock obtained such advice as it deemed necessary from qualified professionals. Lazard expressed no view or opinion as to any terms or other aspects (other than the Merger Consideration to the extent expressly specified in the opinion) of the Combination, including, without limitation, the form or structure of the Combination or any agreements or arrangements entered into in connection with, or contemplated by, the Combination. In addition, Lazard expressed no view or opinion as to the fairness of the amount or nature of, or any other aspects relating to, the compensation to any officers, directors or employees of any parties to the Combination, or class of such persons, relative to the Merger Consideration or otherwise.

The following is a brief summary of the material financial analyses and reviews that Lazard deemed appropriate in connection with rendering its opinion. The summary of Lazard’s financial analyses and reviews provided below is not a complete description of the financial analyses and reviews underlying Lazard’s opinion. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of analysis and review and the application of those methods to particular circumstances, and, therefore, is not readily susceptible to summary description. Selecting portions of the financial analyses described below, without considering the financial analyses described below as a whole, could create an incomplete view of the financial analyses and reviews underlying Lazard’s opinion.

In arriving at its opinion, Lazard considered the results of its financial analyses and did not attribute any particular weight to any factor or financial analysis considered by it; rather, Lazard made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its financial analyses. For purposes of its financial analyses and reviews, Lazard considered industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of WestRock. No company, business or transaction used in Lazard’s financial analyses and reviews as a comparison is identical to WestRock, Smurfit Kappa or the Combination contemplated by the Transaction Agreement, and an evaluation of the results of those financial analyses and reviews is not entirely mathematical. Rather, the financial analyses and reviews involve complex

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considerations and judgments concerning financial and operating characteristics and other factors that could affect the Combination, public trading or other values of the companies, businesses or transactions used in Lazard’s financial analyses and reviews. The estimates contained in Lazard’s financial analyses and reviews and the ranges of values resulting from any particular financial analysis or review are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Lazard’s financial analyses and reviews. In addition, financial analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Lazard’s financial analyses and reviews are inherently subject to substantial uncertainty.

Summary of Lazard Financial Analyses

The summary of the financial analyses and reviews provided below includes information presented in tabular format. In order to fully understand Lazard’s financial analyses and reviews, the tables must be read together with the full text of each summary. The tables alone do not constitute a complete description of Lazard’s financial analyses and reviews. Considering the data in the tables below without considering the full narrative description of the financial analyses and reviews, including the methodologies and assumptions underlying the financial analyses and reviews, could create a misleading or incomplete view of Lazard’s financial analyses and reviews.

References to “unaffected” share prices or other financial information in the summary of Lazard’s financial analyses below, are references to such prices or other financial information on September 6, 2023, the last full trading day before the announcement that Smurfit Kappa and WestRock were in discussions regarding a potential strategic transaction. The implied values of the Merger Consideration to be paid to the WestRock Stockholders referenced in the summary of Lazard’s financial analyses below were each calculated as the sum of (i) the exchange ratio of 1.0x share of Smurfit Kappa Share per share of WestRock Stock, multiplied by a reference price per Smurfit Kappa Share converted to U.S. Dollars based on the Euro to U.S. Dollar exchange rate plus (ii) the aggregate cash consideration payable to WestRock Stockholders of $5.00 per share of WestRock Stock.

Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before September 6, 2023, and is not necessarily indicative of current market conditions.

Selected Publicly Traded Companies Analysis

Lazard performed a selected publicly traded companies analysis for each of WestRock and Smurfit Kappa, which is designed to provide an implied trading value of a company by comparing it to selected publicly traded companies with similar characteristics to the company.

WestRock

Lazard reviewed and compared certain publicly available financial and stock market information of the following publicly traded companies in the corrugated packaging industry and the consumer packaging industry (referred to in this section as the “WestRock Selected Companies”) that, given certain business, operational and financial characteristics, Lazard considered generally relevant for purposes of analysis.

Corrugated Packaging

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Cascades Inc.

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DS Smith Paper Limited

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International Paper Company

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Mondi plc

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Packaging Corporation of America

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Smurfit Kappa

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Consumer Packaging

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Clearwater Paper Corporation

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Graphic Packaging International

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Pactiv Evergreen Inc.

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Sonoco Products Company

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Stora Enso Oyj

None of the WestRock Selected Companies is directly comparable to WestRock and certain of these companies may have characteristics that are materially different from those of WestRock. In selecting the WestRock Selected Companies included in its analysis, Lazard did not apply any specific selection criteria. Instead, Lazard selected each of the WestRock Selected Companies based on its professional judgment and experience, considering in each case certain business, operational and financial characteristics of each such company that Lazard considered generally relevant for purposes of analysis. Based on its professional judgment and experience, Lazard believes that purely quantitative analyses are not, in isolation, determinative in the context of the Combination and that qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of WestRock and the WestRock Selected Companies that could affect the public trading values of each company are also relevant.

For each of the WestRock Selected Companies, Lazard calculated and compared the ratio of such company’s enterprise value, which Lazard calculated as the market capitalization of each company, plus debt, non-controlling interest, preferred or preference stock and, where applicable, underfunded pensions liabilities, less cash, cash equivalents, marketable securities and, where applicable, equity method investments, in each case, as of September 6, 2023, to such company’s estimated earnings before interest, taxes, depreciation and amortization (“Adj. EBITDA”) for calendar year 2024. For those WestRock Selected Companies which report according to IFRS EU accounting standards, certain adjustments were considered to also analyze each company’s enterprise value to Adj. EBITDA multiple in a manner comparable to companies which report according to U.S. GAAP accounting standards. Financial data for the WestRock Selected Companies were based on the companies’ public filings, publicly available Wall Street research analysts’ estimates and other publicly available information. The results of these calculations are summarized below:

Company	EV / 2024 Adj. EBITDA Multiple
Corrugated Packaging	​	​
Cascades Inc.	​	5.6x
DS Smith Paper Limited	​	5.7x
International Paper Company	​	7.7x
Mondi plc	​	7.0x
Packaging Corporation of America	​	10.5x
Smurfit Kappa	​	7.3x
Consumer Packaging	​	​
Clearwater Paper Corporation	​	4.5x
Graphic Packaging International	​	6.3x
Pactiv Evergreen Inc.	​	6.0x
Sonoco Products Company	​	7.5x
Stora Enso Oyj	​	8.8x

Based on its experience and professional judgment after taking into account, among other things, such observed multiples, Lazard selected and applied an enterprise value to Adj. EBITDA multiple reference range of 5.5x – 7.0x to WestRock estimated Adj. EBITDA for calendar year 2024 attributed to its corrugated packaging business, based on the WestRock Projections, and an enterprise value to Adj. EBITDA multiple

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reference range of 6.0x – 7.0x to WestRock’s estimated Adj. EBITDA for calendar year 2024 attributed to its consumer packaging business, based on the WestRock Projections. In preparing this analysis, Lazard relied upon guidance from WestRock management regarding the allocation of WestRock’s reporting segment forecasts into corrugated packaging and consumer packaging forecasts.

This analysis indicated the following implied equity value reference range per share of WestRock Stock, as compared to the unaffected closing price of WestRock Stock on September 6, 2023 and the following implied values of the Merger Consideration to be paid to the WestRock Stockholders based on the reference price per Smurfit Kappa Share as indicated below:

​	​	​	​	Implied Values of Merger Consideration based on:
Implied Equity Value Reference Range	Unaffected Closing Price of WestRock Stock			Unaffected Closing Price of Smurfit Kappa Shares			Closing Price of Smurfit Kappa Shares on September 8, 2023
$37.04 – $52.25	​	$	31.88	​	$	45.17	​	$	42.37

Smurfit Kappa

Lazard reviewed and compared certain publicly available financial and stock market information of the following publicly traded companies in the paper and packaging industry (referred to in this section as the “Smurfit Kappa Selected Companies”) that, given certain business, operational and financial characteristics, Lazard considered generally relevant for purposes of analysis.

•

DS Smith Paper Limited

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Mondi plc

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Stora Enso Oyj

None of the Smurfit Kappa Selected Companies is directly comparable to Smurfit Kappa and certain of these companies may have characteristics that are materially different from those of Smurfit Kappa. In selecting the Smurfit Kappa Selected Companies included in the analysis, Lazard did not apply any specific selection criteria. Instead, Lazard selected each of the Smurfit Kappa Selected Companies based on its professional judgment and experience, considering in each case certain business, operational, and financial characteristics of each such company that Lazard considered generally relevant for purposes of the analysis. Based on its professional judgment and experience, Lazard believes that purely quantitative analyses are not, in isolation, determinative in the context of the Combination and that qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of Smurfit Kappa and the Smurfit Kappa Selected Companies that could affect the public trading values of each company are also relevant.

For each of the Smurfit Kappa Selected Companies, Lazard calculated and compared the ratio of such company’s enterprise value, which Lazard calculated as the market capitalization of each company, plus debt, non-controlling interest, preferred or preference stock and, where applicable, underfunded pensions liabilities, less cash, cash equivalents, marketable securities and, where applicable, equity method investments, in each case, as of September 6, 2023, to such company’s estimated Adj. EBITDA for calendar year 2024. For those Smurfit Kappa Selected Companies which report according to IFRS EU accounting standards, certain adjustments were considered to also analyze each company’s enterprise value to Adj. EBITDA multiple in a manner comparable to companies which report according to U.S. GAAP accounting standards. Financial data for the Smurfit Kappa Selected Companies were based on the companies’ public filings, publicly available Wall Street research analysts’ estimates and other publicly available information. The results of these calculations are summarized below:

Company	EV / 2024 Adj. EBITDA Multiple
DS Smith Paper Limited	​	5.7x
Mondi plc	​	7.0x
Stora Enso Oyi	​	8.8x

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Based on its experience and professional judgment after taking into account, among other things, such observed multiples, Lazard selected and applied an enterprise value to Adj. EBITDA multiple reference range of 7.0x – 8.0x to Smurfit Kappa’s estimated Adj. EBITDA for calendar year 2024, based on the Smurfit Kappa Projections. This analysis indicated the following implied equity value reference range per Smurfit Kappa Share, as compared to the unaffected closing price of Smurfit Kappa Shares on September 6, 2023:

Implied Equity Value Reference Range	Unaffected Closing Price of Smurfit Kappa Shares
€32.39 – €38.79	€37.51

Implied Exchange Ratio

By dividing the low and high ends of the implied per share equity value reference range derived for WestRock as described above (subtracting in each case the Cash Consideration) by the high and low ends, respectively, of the implied per share equity value reference range derived for Smurfit Kappa as described above, Lazard calculated an implied exchange ratio range of 0.771x to 1.362x, compared to the implied offer Exchange Ratio of 1.0x pursuant to the Transaction Agreement.

Discounted Cash Flow Analysis

A discounted cash flow analysis is a valuation methodology used to derive a valuation of a company by calculating the present value of the company’s estimated future cash flows. A company’s “estimated future cash flows” are its projected unlevered free cash flows, and “present value” refers to the value today or as of an assumed date of the future cash flows or amounts and is obtained by discounting the estimated future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, capital structure, income taxes, expected returns and other appropriate factors.

WestRock

Lazard performed a discounted cash flow analysis of WestRock based on the estimated present value of (i) the stand-alone unlevered, after-tax free cash flows that WestRock was forecasted to generate during the period from July 1, 2023 through September 30, 2028, based on the WestRock Projections, and (ii) the terminal value for WestRock. Lazard calculated the terminal value for WestRock by applying a selected range of perpetuity growth rates of 0.5% to 1.0% to the stand-alone unlevered, after-tax free cash flows that WestRock was forecasted to generate in the terminal year based on the WestRock Projections, which range of perpetuity growth rates was selected based on Lazard’s professional judgment and experience, taking into account, among other things, the WestRock Projections. Lazard discounted the forecasted unlevered, after-tax free cash flows and range of terminal values to present value (as of June 30, 2023) using discount rates ranging from 8.0% to 9.0%, which were chosen by Lazard using its professional judgment and expertise based upon its analysis of WestRock’s weighted average cost of capital.

This analysis indicated the following implied equity value reference range per share of WestRock Stock, as compared to the unaffected closing price of WestRock Stock on September 6, 2023 and the following implied values of the Merger Consideration to be paid to the WestRock Stockholders based on the reference price per Smurfit Kappa Share as indicated below:

​	​	​	​	Implied Values of Merger Consideration based on:
Implied Equity Value Reference Range	Unaffected Closing Price of WestRock Stock			Unaffected Closing Price of Smurfit Kappa Shares			Closing Price of Smurfit Kappa Shares on September 8, 2023
$42.05 – $57.88	​	$	31.88	​	$	45.17	​	$	42.37

Smurfit Kappa

Lazard performed a discounted cash flow analysis of Smurfit Kappa based on the estimated present value of (i) the stand-alone unlevered, after-tax free cash flows that Smurfit Kappa was forecasted to generate during the period from July 1, 2023 through December 31, 2027, based on the Smurfit Kappa Projections, and (ii) the terminal value for Smurfit Kappa. Lazard calculated the terminal value for Smurfit Kappa by

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applying a selected range of perpetuity growth rates of 0.5% to 1.0% to the stand-alone unlevered, after-tax free cash flows that Smurfit Kappa was forecasted to generate in the terminal year based on the Smurfit Kappa Projections, which range of perpetuity growth rates was selected based on Lazard’s professional judgment and experience, taking into account, among other things, the Smurfit Kappa management projections. Lazard discounted the forecasted unlevered, after-tax free cash flows and range of terminal values to present value (as of June 30, 2023) using discount rates ranging from 8.5% to 9.5%, which were chosen by Lazard using its professional judgment and expertise based upon its analysis of Smurfit Kappa’s weighted average cost of capital.

This analysis indicated the following implied equity value reference range per Smurfit Kappa Share, as compared to the unaffected closing price of Smurfit Kappa Shares on September 6, 2023:

Implied Equity Value Reference Range	Unaffected Closing Price of Smurfit Kappa Shares
€39.26 – €48.69	€37.51

Implied Exchange Ratio

By dividing the low and high ends of the implied per share equity value reference range derived for WestRock as described above (subtracting in each case the Cash Consideration) by the high and low ends, respectively, of the implied per share equity value reference range derived for Smurfit Kappa as described above, Lazard calculated an implied exchange ratio range of 0.711x to 1.258x, compared to the implied offer Exchange Ratio of 1.0x pursuant to the Transaction Agreement.

Pro-Forma Analyses

“Has-Gets” Value Creation Analysis

Lazard prepared an illustrative “has-gets” value creation analysis for the WestRock Stockholders and the Smurfit Kappa Shareholders using two methodologies: (i) discounted cash flow-based value creation analysis; and (ii) publicly traded companies-based enterprise value to Adj. EBITDA value creation analysis.

In the discounted cash flow-based value creation analysis, Lazard compared the midpoint of the implied equity value per share reference range for each of WestRock and Smurfit Kappa on a standalone basis derived using the analyses described above under the caption “Discounted Cash Flow Analysis,” to the equity value per share of the combined company attributable to WestRock Stockholders and to Smurfit Kappa Shareholders implied by the pro forma ownership of the WestRock Stockholders of 49.6% and Smurfit Kappa Shareholders of 50.4%, respectively, as a result of the exchange ratio. The implied midpoint of the discounted cash flow equity value per share of the combined company was derived based on (i) the sum of the midpoints of the implied equity value per share reference range for each of WestRock and Smurfit Kappa on a standalone basis derived using the analysis described under the caption “Discounted Cash Flow Analysis” above, (ii) the midpoint discounted cash flow value of the Estimated Synergies net of costs to achieve, and (iii) net changes to the combined company’s debt and cash positions expected as a result of transaction costs and expenses and payment of the Cash Consideration. With respect to the WestRock Stockholders, the implied midpoint of the equity value per share of the combined company also included the Cash Consideration. This analysis implied approximately 13% value creation to the WestRock Stockholders and approximately 9% value creation to Smurfit Kappa Shareholders.

In the publicly traded companies-based enterprise value to Adj. EBITDA value creation analysis, Lazard compared the midpoint of the implied equity value per share reference range for each of WestRock and Smurfit Kappa on a standalone basis derived for each company using the analyses described above under the caption “Selected Publicly Traded Companies Analysis,” to the equity value per share of the combined company attributable to WestRock Stockholders and to holders of Smurfit Kappa Shares implied by the pro forma ownership of the WestRock Stockholders of 49.6% and Smurfit Kappa Shareholders of 50.4%, respectively, as a result of the exchange ratio. The implied midpoint of the equity value per share of the combined company was derived based on (i) an implied equity value per share reference range for the combined company based on a weighted average Adj. EBITDA multiples for WestRock and Smurfit Kappa applied to the estimated Adj. EBITDA of the combined company for calendar year 2024 based on the WestRock management projections and the Smurfit Kappa management projections, (ii) the implied value

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of the Estimated Synergies net of costs to achieve derived by applying a weighted average Adj. EBITDA multiple for WestRock and Smurfit Kappa, (iii) net changes to the combined company’s debt and cash positions expected as a result of transaction costs and expenses and payment of the $5.00 per share cash consideration to be received by the WestRock Stockholders in the Combination, and (iv) an incremental value for the pro forma combined company implied by applying Smurfit Kappa’s trading multiple based on the Smurfit Kappa Projections. With respect to the WestRock Stockholders, the implied midpoint of the equity value per share of the combined company also included the $5.00 cash consideration to be received by the WestRock Stockholders in the Combination. This analysis implied approximately 31% value creation to the WestRock Stockholders and approximately 41% value creation to Smurfit Kappa Shareholders.

Other Analyses

The analyses and data described below were presented to the WestRock Board for informational purposes only and did not provide the basis for, and were not otherwise material to, the rendering of Lazard’s opinion and were not used in Lazard’s evaluation of the fairness of the Merger Consideration to be paid to the WestRock Stockholders (other than Excluded Holders).

Selected Publicly Traded Companies Analysis — Research Analyst Projections

Lazard performed the same analyses described above under the caption “Selected Publicly Traded Companies Analysis” for WestRock and Smurfit Kappa, based on selected Wall Street research analyst estimates (rather than using the WestRock Projections and Smurfit Kappa Projections, respectively). Using these selected Wall Street research analyst estimates, this analysis indicated an implied equity value reference range per share of WestRock Stock of $28.99 to $43.00, an implied equity value reference range per Smurfit Kappa Share of €35.33 to €42.16 and an implied exchange ratio range of 0.531x to 1.004x.

Discounted Cash Flow Analysis — Research Analyst Projections

Lazard performed the same analyses described above under the caption “Discounted Cash Flow Analysis” for WestRock and Smurfit Kappa, based on selected Wall Street research analyst estimates and extrapolation (rather than using the WestRock Projections and Smurfit Kappa Projections, respectively). Using Wall Street research analyst estimates and extrapolation, this analysis indicated an implied equity value reference range per share of WestRock Stock of $33.16 to $45.28, an implied equity value reference range per Smurfit Kappa Share of €33.06 to €41.35 and an implied exchange ratio range of 0.636x to 1.138x.

Research Analyst Price Targets Analysis

Lazard reviewed publicly available research analyst price targets based on selected Wall Street research reports prepared by research analysts covering WestRock and Smurfit Kappa. Lazard observed target prices that ranged from $34.00 to $45.00 per share of WestRock Stock and €36.00 to €48.00 per Smurfit Kappa Share.

52-Week Trading Range Analysis

Lazard reviewed the range of trading prices for WestRock Stock and Smurfit Kappa Shares for the 52-week period ended September 6, 2023. Lazard observed that, during this period, the closing prices of WestRock Stock ranged from $26.88 to $41.41 per share, and the closing prices of Smurfit Kappa Shares ranged from €27.86 to €40.17 per share.

Miscellaneous

In connection with Lazard’s services as financial advisor to WestRock in connection with the Combination, WestRock agreed to pay Lazard a fee for such services estimated, based on information available on April 24, 2024, to be approximately $55 million, $5 million of which was payable upon Lazard rendering its opinion and the remainder of which is contingent upon the closing of the Combination. WestRock has also agreed to reimburse Lazard for certain expenses incurred in connection with Lazard’s engagement and to indemnify Lazard and certain related persons under certain circumstances against various liabilities that may arise from or be related to Lazard’s engagement, including certain liabilities under U.S.

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federal securities laws. Lazard in the past has provided certain investment banking services to WestRock and Smurfit Kappa, for which Lazard has received compensation, including, during the past two years, having acted as financial advisor to WestRock in connection with ongoing strategic, financial and corporate preparedness advisory work during this time and in connection with WestRock’s acquisition of Grupo Gondi in 2022, and as financial advisor to Smurfit Kappa in connection with an investor study in 2021. The aggregate amount of fees paid to Lazard for financial advisory services to WestRock and Smurfit Kappa in the two-year period prior to the date of Lazard’s opinion was approximately $10 million. In addition, in the ordinary course, Lazard and its affiliates and employees may trade securities of WestRock, Smurfit Kappa and certain of their respective affiliates for their own accounts and for the accounts of their customers, may at any time hold a long or short position in such securities, and may also trade and hold securities on behalf of WestRock, Smurfit Kappa and certain of their respective affiliates.

Lazard, as part of its investment banking business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, leveraged buyouts, and valuations for estate, corporate and other purposes. In addition, in the ordinary course, Lazard and its affiliates and employees may trade securities of WestRock, Smurfit Kappa and certain of their respective affiliates for their own accounts and for the accounts of their customers, may at any time hold a long or short position in such securities, and may also trade and hold securities on behalf of WestRock, Smurfit Kappa and certain of their respective affiliates. The issuance of Lazard’s opinion was approved by the opinion committee of Lazard.

WestRock and Smurfit Kappa determined the Merger Consideration in the Combination through arm’s-length negotiations, and the WestRock Board approved such Consideration. Lazard did not recommend any specific consideration to the WestRock Board or any other person or indicate that any given consideration constituted the only appropriate consideration for the Combination. Lazard’s opinion was one of many factors considered by the WestRock Board, as discussed further in the section entitled “The Combination—Recommendation of the Transaction Committee and the WestRock Board; WestRock’s Reasons for the Combination.”

Opinion of Evercore Group L.L.C.

The WestRock Board retained Evercore to act as financial advisor in connection with the WestRock Board’s evaluation of strategic and financial alternatives, including the Combination. As part of this engagement, the WestRock Board requested that Evercore evaluate the fairness, from a financial point of view, of the Merger Consideration to be received by WestRock Stockholders, other than Excluded Holders, pursuant to the Transaction Agreement. At a meeting of the WestRock Board held on September 9, 2023, Evercore rendered to the WestRock Board its oral opinion, subsequently confirmed by delivery of a written opinion dated September 9, 2023, that as of the date of such opinion and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s written opinion, the Merger Consideration pursuant to the Transaction Agreement was fair, from a financial point of view, to WestRock Stockholders (other than Excluded Holders).

The full text of the written opinion of Evercore, dated September 9, 2023, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex D to this proxy statement/​prospectus and is incorporated herein by reference in its entirety. You are urged to read Evercore’s opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the WestRock Board (solely in its capacity as such) in connection with its evaluation of the Combination. The opinion does not constitute a recommendation to the WestRock Board or to any other persons in respect of the Combination, including as to how any WestRock Stockholder should vote or act in respect of the Combination. Evercore’s opinion does not address the relative merits of the Combination as compared to other business or financial strategies that might be available to WestRock, nor does it address the underlying business decision of WestRock to engage in the Combination.

In connection with rendering its opinion, Evercore, among other things:

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•

reviewed certain publicly available business and financial information relating to WestRock and Smurfit Kappa that Evercore deemed to be relevant, including publicly available research analysts’ estimates;

•

reviewed the WestRock Projections, furnished to Evercore by management of WestRock, the Smurfit Kappa Projections, prepared and furnished to Evercore by management of Smurfit Kappa (together with the WestRock Projections, the “Forecasts”), each as approved for Evercore’s use by WestRock as summarized in the section of this proxy statement/prospectus entitled “The Combination — Certain WestRock Unaudited Financial Information”, and certain operating synergies prepared by the managements of Smurfit Kappa and WestRock and expected to result from the Combination, as approved for Evercore’s use by WestRock (the “Estimated Synergies”);

•

discussed with managements of WestRock and Smurfit Kappa their assessments of the past and current operations of WestRock and Smurfit Kappa, respectively, the current financial condition and prospects of WestRock and Smurfit Kappa, respectively, together with the Forecasts and the Estimated Synergies;

•

reviewed the reported prices and the historical trading activity of WestRock Stock and Smurfit Kappa Shares;

•

compared the financial performance of WestRock and Smurfit Kappa and their respective stock market trading multiples with those of certain other publicly traded companies that Evercore deemed relevant;

•

reviewed the financial terms and conditions of a draft, dated September 8, 2023, of the Transaction Agreement; and

•

performed such other analyses and examinations and considered such other factors that Evercore deemed appropriate.

For purposes of Evercore’s analysis and opinion, Evercore assumed and relied upon the accuracy and completeness of the financial and other information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, without any independent verification of such information (and did not assume responsibility or liability for any independent verification of such information), and further relied upon the assurances of the managements of WestRock and Smurfit Kappa that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the Forecasts, including the Estimated Synergies, Evercore assumed with the consent of the WestRock Board that they were reasonably prepared on bases reflecting the best currently available estimates and good-faith judgments of the managements of WestRock and Smurfit Kappa as to the future financial performance of WestRock and Smurfit Kappa and the other matters covered thereby. Evercore relied, at the direction of the WestRock Board, on the assessments of the managements of WestRock and Smurfit Kappa as to WestRock’s and Smurfit Kappa’s respective abilities to achieve the Estimated Synergies and was advised by the managements of WestRock and Smurfit Kappa, and assumed with the consent of the WestRock Board, that the Estimated Synergies would be realized in the amounts and at the times projected. Evercore expressed no view as to the Forecasts, including the Estimated Synergies, or the assumptions on which they were based.

For purposes of Evercore’s analysis and opinion, Evercore assumed, in all respects material to its analysis, that the final executed Transaction Agreement would not differ from the draft Transaction Agreement reviewed by Evercore, that the representations and warranties of each party contained in the Transaction Agreement were true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the Transaction Agreement and that all conditions to the consummation of the Combination will be satisfied without waiver or modification thereof. Evercore further assumed, in all respects material to its analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Combination would be obtained without any delay, limitation, restriction or condition that would have an adverse effect on WestRock, Smurfit Kappa, Smurfit WestRock or the consummation of the Combination or reduce the contemplated benefits to the WestRock Stockholders of the Combination.

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Evercore did not conduct a physical inspection of the properties or facilities of WestRock or Smurfit Kappa and did not make or assume any responsibility for making any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of WestRock or Smurfit Kappa, nor was Evercore furnished with any such valuations or appraisals, nor did Evercore evaluate the solvency or fair value of WestRock or Smurfit Kappa under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion was necessarily based upon information made available to Evercore as of September 9, 2023 and financial, economic, market and other conditions as they existed and as could be evaluated as of that date. Subsequent developments to Evercore’s opinion could affect its opinion and Evercore did not and does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness to the WestRock Stockholders (other than Excluded Holders), from a financial point of view, of the Merger Consideration. Evercore did not express any view on, and its opinion did not address, the fairness of the Combination to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of WestRock, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of WestRock, or any class of such persons, whether relative to the Merger Consideration or otherwise. Evercore was not asked to, nor did it express any view on, and its opinion did not address, any other term or aspect of the Transaction Agreement or the Combination, including, without limitation, the structure or form of the Combination, or any term or aspect of any other agreement or instrument contemplated by the Transaction Agreement or entered into or amended in connection with the Transaction Agreement. Evercore’s opinion did not address the relative merits of the Combination as compared to other business or financial strategies that might be available to WestRock, nor did it address the underlying business decision of WestRock to engage in the Combination. Evercore did not express any view on, and its opinion did not address, what the value of the Smurfit WestRock Shares actually would be when issued or the prices at which WestRock Stock, Smurfit Kappa Shares or the Smurfit WestRock Shares would trade at any time, including following announcement or consummation of the Combination. In arriving at its opinion, Evercore was not authorized to solicit, and did not solicit, interest from any third party with respect to the acquisition of any or all of WestRock Stock or any business combination or other extraordinary transaction involving WestRock. Evercore’s opinion did not constitute a recommendation to the WestRock Board or to any other persons in respect of the Combination, including as to how any holder of shares of WestRock Stock should vote or act in respect of the Combination. Evercore did not express any opinion as to the potential effects of volatility in the credit, financial and stock markets on WestRock, Smurfit Kappa, Smurfit WestRock or the Combination or as to the impact of the Combination on the solvency or viability of WestRock, Smurfit Kappa or Smurfit WestRock or the ability of WestRock, Smurfit Kappa or Smurfit WestRock to pay their obligations when they come due. Evercore is not a legal, regulatory, accounting or tax expert and assumed the accuracy and completeness of assessments by WestRock and its advisors with respect to legal, regulatory, accounting and tax matters.

Set forth below is a summary of the material financial analyses reviewed by Evercore with the WestRock Board on September 9, 2023 in connection with rendering its opinion. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. The order of the analyses described and the results of these analyses do not represent relative importance or weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before September 9, 2023, and is not necessarily indicative of current market conditions.

For purposes of its analyses and reviews, Evercore considered general business, economic, market and financial conditions, industry sector performance, and other matters, as they existed and could be evaluated as of the date of its opinion, many of which are beyond the control of WestRock and Smurfit Kappa. The estimates contained in Evercore’s analyses and reviews, and the ranges of valuations resulting from any particular analysis or review, are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Evercore’s analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may

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be sold. Accordingly, the estimates used in, and the results derived from, Evercore’s analyses and reviews are inherently subject to substantial uncertainty.

The following summary of Evercore’s financial analyses includes information presented in tabular format. In order to fully understand the analyses, the tables should be read together with the full text of each summary. The tables are not intended to stand alone and alone do not constitute a complete description of Evercore’s financial analyses. Considering the tables below without considering the full narrative description of Evercore’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses.

References to “unaffected” share prices, or other financial information in the summary of Evercore’s financial analyses below, are references to such prices or other financial information on September 6, 2023, the last full trading day before the announcement that Smurfit Kappa and WestRock were in discussions regarding a potential strategic transaction. The implied value of the Merger Consideration of $45.17 referenced in the summary of Evercore’s financial analyses below was calculated by Evercore as the Cash Consideration of $5.00 plus $40.17, the unaffected closing price of Smurfit Kappa Shares of €37.51 on September 6, 2023 converted to U.S. Dollars based on the Euro to U.S. Dollar exchange rate of €1: $1.0708 on September 6, 2023.

Summary of Evercore’s Financial Analyses

Discounted Cash Flow Analyses

WestRock

Evercore performed a discounted cash flow analysis of WestRock to calculate ranges of implied present values of WestRock utilizing estimates of the standalone unlevered, after-tax free cash flows that WestRock was forecasted to generate over the period from the second quarter of WestRock’s fiscal year 2024 through fiscal year 2028 based on the WestRock Projections. Evercore calculated terminal values for WestRock using two methods: (i) a perpetuity growth method — under which Evercore calculated terminal values for WestRock by applying a range of perpetuity growth rates of 0.50% to 1.50%, which range was selected based on Evercore’s professional judgment and experience, to an estimate of the unlevered, after-tax free cash flows that WestRock was forecasted to generate in the terminal year based on the WestRock Projections and (ii) a terminal multiple method — under which Evercore calculated terminal values for WestRock by applying a range of enterprise values to earnings before interest, taxes, depreciation and amortization (“EBITDA”) multiples of 5.0x to 7.0x, which range was selected based on Evercore’s professional judgment and experience, to an estimate of WestRock’s terminal year Consolidated Adjusted EBITDA based on the WestRock Projections.

The cash flows and terminal values in each case were then discounted to present value as of December 31, 2023 using discount rates ranging from 8.0% to 9.0%, representing an estimate of WestRock’s weighted average cost of capital, as estimated by Evercore based on its professional judgment and experience, to derive implied enterprise value reference ranges for WestRock. Based on these ranges of implied enterprise values, WestRock’s estimated net debt and minority interest as of December 31, 2023 and the number of fully diluted outstanding shares of WestRock Stock as of September 6, 2023, in each case as provided by WestRock’s management, this analysis indicated ranges of implied equity values per share of WestRock Stock as follows, compared to the unaffected closing price of WestRock Stock of $31.88 on September 6, 2023 and the implied value of the Merger Consideration of $45.17:

Methodology	Implied Equity Values Per Share
Perpetuity Growth Rate Method	$43.04 – $64.59
Terminal Multiple Method	$36.42 – $59.95

Smurfit Kappa

Evercore performed a discounted cash flow analysis of Smurfit Kappa to calculate ranges of implied present values of Smurfit Kappa utilizing estimates of the standalone unlevered, after-tax free cash flows

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that Smurfit Kappa was forecasted to generate over the period from calendar year 2024 through calendar year 2027 based on the Smurfit Kappa Projections. Evercore calculated terminal values for Smurfit Kappa using two methods: (i) a perpetuity growth method — under which Evercore calculated terminal values for Smurfit Kappa by applying a range of perpetuity growth rates of 0.50% to 1.50%, which range was selected based on Evercore’s professional judgment and experience — to an estimate of the unlevered, after-tax free cash flows that Smurfit Kappa was forecasted to generate in the terminal year based on the Smurfit Kappa Projections and (ii) a terminal multiple method — under which Evercore calculated terminal values for Smurfit Kappa by applying a range of enterprise values to EBITDA multiples of 5.5x to 7.5x, which range was selected based on Evercore’s professional judgment and experience — to an estimate of Smurfit Kappa’s terminal year Consolidated Adjusted EBITDA based on the Smurfit Kappa Projections. The cash flows and terminal values in each case were then discounted to present value as of December 31, 2023 using discount rates ranging from 8.5% to 9.5%, representing an estimate of Smurfit Kappa’s weighted average cost of capital, as estimated by Evercore based on its professional judgment and experience, to derive implied enterprise value reference ranges for Smurfit Kappa. Based on these ranges of implied enterprise values, Smurfit Kappa’s estimated net debt, minority interest, unconsolidated assets and the number of fully diluted outstanding Smurfit Kappa Shares, each as of December 31, 2023, in each case as provided by Smurfit Kappa’s management, this analysis indicated ranges of implied equity values per Smurfit Kappa Share as follows, compared to the unaffected closing price of Smurfit Kappa Shares of €37.51 on September 6, 2023:

Methodology	Implied Equity Values Per Share
Perpetuity Growth Rate Method	€36.26 – €48.80 ($38.82 – $52.25)(1)
Terminal Multiple Method	€35.15 – €49.90 ($37.64 – $53.44)(1)

(1)

Values in U.S. dollars are shown for illustrative purposes only, converted to U.S. Dollars based on Euro to U.S. Dollar exchange rate of €1: $1.0708 on September 6, 2023

Implied Exchange Ratio

Utilizing the approximate implied per share equity value derived for WestRock and Smurfit Kappa by application of the high and low ends of the relevant reference ranges selected for WestRock and Smurfit Kappa as described above, Evercore calculated the following implied exchange ratio ranges, compared to the exchange ratio of 0.794x based on the unaffected closing prices of WestRock Stock and Smurfit Kappa Shares on September 6, 2023 and the implied offer exchange ratio of 1.124x pursuant to the Transaction Agreement (calculated based on the Exchange Ratio plus the Cash Consideration):

Methodology	Implied Equity Values Per Share
Perpetuity Growth Rate Method	0.824x – 1.664x
Terminal Multiple Method	0.682x – 1.593x

Selected Publicly Traded Companies Analysis

WestRock

Evercore reviewed and compared certain financial information of WestRock to corresponding financial multiples and ratios for the following selected publicly traded North American companies in the paper and packaging industry:

•

Graphic Packaging Holding Company

•

International Paper Company

•

Packaging Corporation of America

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For each of the selected companies and WestRock, Evercore calculated total enterprise value (defined as equity market capitalization plus total debt plus non-controlling interests, less cash and cash equivalents and less unconsolidated assets) as a multiple of estimated calendar year 2024 Consolidated Adjusted EBITDA (“TEV / 2024E EBITDA”).

The results of these calculations were as follows:

Selected Company	TEV / 2024E EBITDA
Graphic Packaging Holding Company	6.6x
International Paper Company	7.1x
Packaging Corporation of America	9.9x
For Reference:	​
WestRock	5.8x

Based on the multiples it derived for the selected companies and its professional judgment and experience, Evercore applied a TEV / 2024E EBITDA multiple reference range of 5.5x to 7.5x to an estimate of WestRock’s calendar year 2024 EBITDA, as reflected in the WestRock Projections, to derive an implied enterprise value reference range for WestRock. Based on this range of implied enterprise values, WestRock’s estimated net debt and minority interest as of June 30, 2023 and the number of fully diluted outstanding shares of WestRock Stock as of June 30, 2023, in each case as provided by WestRock’s management, this analysis indicated a range of implied equity values per share of WestRock Stock of $33.86 to $58.01, compared to the unaffected closing price of WestRock Stock of $31.88 on September 6, 2023 and the implied value of the Merger Consideration of $45.17.

Although none of these companies is directly comparable to WestRock, Evercore selected these companies because they are publicly traded companies in the paper and packaging industry with business characteristics that Evercore, in its professional judgment and experience, considered generally relevant to WestRock for purposes of its financial analyses. In selecting the companies included in its analysis, Evercore did not apply any specific selection criteria. Instead, Evercore selected each of these companies based on its professional judgment and experience, considering in each case certain business, operational and financial characteristics of each such company that Evercore considered generally relevant for purposes of analysis. In evaluating the selected companies, Evercore made judgments and assumptions with regard to general business, economic and market conditions affecting the selected companies and other matters, as well as differences in the selected companies’ financial, business and operating characteristics. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the selected companies and the multiples derived from the selected companies. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the selected companies.

Smurfit Kappa

Evercore reviewed and compared certain financial information of Smurfit Kappa to corresponding financial multiples and ratios for the following selected European publicly traded companies in the paper and packaging industry:

•

DS Smith Plc

•

Mondi plc

For each of the selected companies and Smurfit Kappa, Evercore calculated TEV / 2024E EBITDA multiples. The results of these calculations were as follows:

Selected Company	TEV / 2024E EBITDA
DS Smith Plc	5.5x
Mondi plc	7.3x
For Reference:	​
Smurfit Kappa	7.0x

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Based on the multiples it derived for the selected companies and its professional judgment and experience, Evercore applied a TEV / 2024E EBITDA multiple reference range of 6.0x to 8.0x to an estimate of Smurfit Kappa’s calendar year 2024 Consolidated Adjusted EBITDA, as reflected in the Smurfit Kappa Projections, to derive an implied enterprise value reference range for Smurfit Kappa. Based on this range of implied enterprise values, Smurfit Kappa’s estimated net debt, minority interest and unconsolidated assets as of June 30, 2023 and the number of fully diluted outstanding Smurfit Kappa Shares as of June 30, 2023, in each case as provided by Smurfit Kappa’s management, this analysis indicated a range of implied equity values per Smurfit Kappa Share of €26.89 to €40.29 (or, for illustrative purposes only, $28.79 to $43.14, converted to U.S. Dollars based on the Euro to U.S. Dollar exchange rate of €1: $1.0708 on September 6, 2023), compared to the unaffected closing price of Smurfit Kappa Shares of €37.51 on September 6, 2023.

Although none of these companies is directly comparable to Smurfit Kappa, Evercore selected these companies because they are publicly traded companies in the paper and packaging industry with business characteristics that Evercore, in its professional judgment and experience, considered generally relevant to Smurfit Kappa for purposes of its financial analyses. In selecting the companies included in its analysis, Evercore did not apply any specific selection criteria. Instead, Evercore selected each of these companies based on its professional judgment and experience, considering in each case certain business, operational, and financial characteristics of each such company that Evercore considered generally relevant for purposes of analysis. In evaluating the selected companies, Evercore made judgments and assumptions with regard to general business, economic and market conditions affecting the selected companies and other matters, as well as differences in the selected companies’ financial, business and operating characteristics. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the selected companies and the multiples derived from the selected companies. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the selected companies.

Implied Exchange Ratio

Utilizing the approximate implied per share equity values derived for WestRock and Smurfit Kappa by application of the high and low ends of the multiple reference ranges selected for WestRock and Smurfit Kappa as described above, Evercore calculated an implied exchange ratio range of 0.785x to 2.015x, compared to the exchange ratio of 0.794x based on the unaffected closing prices of WestRock Stock and Smurfit Kappa Shares on September 6, 2023 and the implied offer exchange ratio of 1.124x pursuant to the Transaction Agreement (calculated based on the Exchange Ratio plus the Cash Consideration).

Other Factors

Evercore also noted certain other factors, which were not considered material to its financial analyses with respect to its opinion, but were referenced for informational purposes only, including, among other things, the following:

WestRock Premiums Paid Analysis

Using publicly available information, Evercore reviewed certain selected U.S. merger-of-equals transactions (defined as transactions in which the target company shareholders hold 35% or more of the pro forma combined company) with total enterprise values greater than $4 billion announced over the period starting from 2015. Using publicly available information, Evercore calculated the premiums paid as the percentage by which the per share consideration paid or proposed to be paid in each such transaction exceeded the unaffected closing market prices per share of the target companies prior to announcement of each transaction. This analysis indicated a mean premium of 4% and a median premium of 3% to the unaffected closing market price.

Based on the results of this analysis and its professional judgment and experience, Evercore applied a premium range of 0.0% to 13.0% to the unaffected closing price of WestRock Stock of $31.88 as of September 6, 2023. This analysis indicated a range of implied equity values per share of WestRock Stock of $31.88 to $36.15, compared to the unaffected closing price of WestRock Stock of $31.88 on September 6, 2023 and the implied value of the Merger Consideration of $45.17.

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Present Value of Future Share Price Analyses

Evercore performed illustrative analyses of the implied present value of the future price per share of WestRock Stock and of the implied present value of the future price per Smurfit Kappa Share, which are designed to provide an indication of the present value of a theoretical future value of WestRock and Smurfit Kappa, respectively, as a function of such company’s estimated future Consolidated Adjusted EBITDA and its assumed multiple of total enterprise value to last-twelve-months (which is referred to in this section as “LTM”) Consolidated Adjusted EBITDA.

WestRock

In calculating the implied present value of the future price per share of WestRock Stock, Evercore first calculated ranges of implied total enterprise values of WestRock by multiplying WestRock’s estimated LTM Consolidated Adjusted EBITDA as of the end of each of WestRock’s fiscal years 2024 through 2028 based on the WestRock Projections by an illustrative enterprise value to LTM Consolidated Adjusted EBITDA multiple range of 5.0x to 7.0x, which range was selected based on Evercore’s professional judgment and experience, to derive an implied future enterprise value reference range for WestRock. Based on this range of implied future enterprise values, WestRock’s estimated net debt and minority interest as of the end of each of WestRock’s fiscal years 2024 through 2028, and the number of fully diluted outstanding shares of WestRock Stock as of the end of each of WestRock’s fiscal years 2024 through 2028, in each case as provided by WestRock’s management, Evercore calculated a reference range of implied future equity values per share of WestRock Stock. Evercore then discounted the implied future equity values per share to present value as of September 6, 2023 using a discount rate of 11.2%, representing an estimate of WestRock’s cost of equity, as estimated by Evercore based on its professional judgment and experience. This analysis indicated a range of implied equity values per share of WestRock Stock of $36.00 to $53.00, compared to the unaffected closing price of WestRock Stock of $31.88 on September 6, 2023 and the implied value of the Merger Consideration of $45.17.

Smurfit Kappa

In calculating the implied present value of the future price per Smurfit Kappa Share, Evercore first calculated ranges of implied total enterprise values of Smurfit Kappa by multiplying Smurfit Kappa’s estimated LTM Consolidated Adjusted EBITDA as of the end of each of calendar years 2024 through 2027 based on the Smurfit Kappa Projections by an illustrative enterprise value to LTM Consolidated Adjusted EBITDA multiple range of 5.5x to 7.5x, which range was selected based on Evercore’s professional judgment and experience, to derive an implied future enterprise value reference range for Smurfit Kappa. Based on this range of implied future enterprise values, Smurfit Kappa’s estimated net debt, minority interest and unconsolidated assets as of the end of each of Smurfit Kappa’s calendar years 2024 through 2027, and the number of fully diluted outstanding Smurfit Kappa Shares as of the end of each of calendar years 2024 through 2027, in each case as provided by Smurfit Kappa’s management, Evercore calculated a reference range of implied future equity values per Smurfit Kappa Share. Evercore then discounted the implied future equity values per share to present value as of September 6, 2023 using discount rate of 11.6%, representing an estimate of Smurfit Kappa’s cost of equity, as estimated by Evercore based on its professional judgment and experience. This analysis indicated a range of implied equity values per Smurfit Kappa Share of €35.00 to €45.00 (or, for illustrative purposes only, $37.48 to $48.19, converted to U.S. Dollars based on the Euro to U.S. Dollar exchange rate of €1: $1.0708 on September 6, 2023), compared to the unaffected closing price of Smurfit Kappa Shares of €37.51 on September 6, 2023.

Implied Exchange Ratio

Utilizing the approximate implied per share equity value derived for WestRock and Smurfit Kappa by application of the high and low ends of the relevant reference ranges selected for WestRock and Smurfit Kappa as described above, Evercore calculated an implied exchange ratio range of 0.747x to 1.414x, compared to the exchange ratio of 0.794x based on the unaffected closing prices of WestRock Stock and Smurfit Kappa Shares on September 6, 2023 and the implied offer exchange ratio of 1.124x pursuant to the Transaction Agreement (calculated based on the Exchange Ratio plus the Cash Consideration).

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Pro Forma Combined Company

In calculating the value creation to holders of WestRock Stock from the implied present value of the future price per share of the combined company on a pro forma basis, Evercore first calculated ranges of implied total enterprise values by multiplying the combined company’s estimated LTM Consolidated Adjusted EBITDA as of the end of each of WestRock’s fiscal years 2024 through 2027, based on the Forecasts and Estimated Synergies by an illustrative enterprise value to LTM Consolidated Adjusted EBITDA multiple range of 5.5x to 7.5x, which range was selected based on Evercore’s professional judgment and experience, to derive an implied future enterprise value reference range for the combined company.

Based on this range of implied future enterprise values, the combined company’s estimated net debt and minority interest as of the end of each of WestRock’s fiscal years 2024 through 2027, and the number of fully diluted outstanding shares of the combined company as of the end of each of WestRock’s fiscal years 2024 through 2027, in each case as provided by WestRock and Smurfit Kappa’s management, Evercore calculated a reference range of implied future equity values per share of the combined company. Evercore then discounted the implied future equity values per share to present value as of September 6, 2023 using a discount rate of 11.4%, representing the midpoint of WestRock and Smurfit Kappa’s cost of equity, as estimated by Evercore based on its professional judgment and experience, and then adding the aggregate Cash Consideration payable to holders of WestRock Stock of $5.00 per share of WestRock Stock. This analysis indicated a range of implied equity values per share of the combined company of $45.00 to $61.00, compared to the implied value of the Merger Consideration of $45.17.

Equity Research Analysts’ Price Targets

WestRock and Smurfit Kappa

Evercore reviewed selected publicly available share price targets of research analysts’ estimates known to Evercore as of September 6, 2023, noting that the low and high share price targets ranged from (i) $34.00 to $55.00 for WestRock Stock and (ii) €37.33 to €58.32 (or, for illustrative purposes only, $39.97 to $62.45, converted to U.S. Dollars based on the Euro to U.S. Dollar exchange rate of €1: $1.0708 on September 6, 2023) for Smurfit Kappa Shares. Public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for the shares of WestRock Stock and Smurfit Kappa Shares and these target prices and the analysts’ earnings estimates on which they were based are subject to risk and uncertainties, including factors affecting the financial performance of WestRock, Smurfit Kappa and future general industry and market conditions.

Implied Exchange Ratio

Utilizing the high and low ends of the price targets reference ranges derived for WestRock and Smurfit Kappa, in each case as described above, Evercore calculated an implied exchange ratio range of 0.544x to 1.376x, compared to the current exchange ratio of 0.794x based on the unaffected closing prices of WestRock Stock and Smurfit Kappa Shares on September 6, 2023 and the implied offer exchange ratio of 1.124x pursuant to the Transaction Agreement (calculated based on the Exchange Ratio plus the Cash Consideration).

52-Week Trading Range Analysis

WestRock and Smurfit Kappa

Evercore reviewed historical trading prices of shares of WestRock Stock and Smurfit Kappa Shares during the 52-week period ended September 6, 2023, noting that low and high prices (based on daily close values) during such period ranged from (i) $26.88 to $41.41 per share of WestRock Stock and (ii) €27.86 to €40.17 per Smurfit Kappa Share (or, for illustrative purposes only, $29.83 to $43.01, converted to U.S. Dollars based on the Euro to U.S. Dollar exchange rate of €1: $1.0708 on September 6, 2023).

Implied Exchange Ratio

Utilizing the high and low ends of historical trading prices of shares of WestRock Stock and Smurfit Kappa Shares from the 52-week period ended September 6, 2023, in each case as described above, Evercore

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calculated an implied exchange ratio range of 0.625x to 1.388x, compared to the exchange ratio of 0.794x based on the unaffected closing prices of WestRock Stock and Smurfit Kappa Shares on September 6, 2023 and the implied offer exchange ratio of 1.124x pursuant to the Transaction Agreement (calculated based on the Exchange Ratio plus the Cash Consideration).

Contribution Analysis — WestRock and Smurfit Kappa

Using the Forecasts, Evercore analyzed the respective implied relative equity contributions of WestRock and Smurfit Kappa to the combined company based on the following:

•

estimated sales for WestRock fiscal years 2023 and 2024;

•

estimated comparable Consolidated Adjusted EBITDA (excluding Estimated Synergies) for WestRock fiscal years 2023 and 2024; and

•

estimated free cash flow (Consolidated Adjusted EBITDA less capital expenditures) for WestRock fiscal years 2023 and 2024.

This analysis indicated (i) the following relative equity contributions of WestRock and Smurfit Kappa to the combined company, in each case compared to the relative pro forma ownership of the combined company immediately following the completion of the merger attributable to holders of WestRock Stock (of 49.6%) and Smurfit Kappa shareholders (of 50.4%), and (ii) the respective implied exchange ratios, compared to the implied offer exchange ratio of 1.124x pursuant to the Transaction Agreement (calculated based on the Exchange Ratio plus the Cash Consideration):

​	Relative Contribution				​
Financial Metric	WestRock		Smurfit Kappa		Exchange Ratio
2023 Sales	​	61.4%	​	38.6%	1.2506x
2024 Sales	​	61.4%	​	38.6%	1.2526x
2023 Comparable Consolidated Adjusted EBITDA	​	58.4%	​	41.6%	1.0308x
2024 Comparable Consolidated Adjusted EBITDA	​	62.2%	​	37.8%	1.3176x
2023 Free Cash Flow	​	63.5%	​	36.5%	1.4370x
2024 Free Cash Flow	​	60.0%	​	40.0%	1.1426x

“Has - Gets” Value Creation Analysis

Evercore prepared an illustrative “has-gets” value creation analysis for which it compared certain financial metrics of WestRock on a standalone basis to those of the pro forma combined company giving effect to the Combination, using three methodologies: (i) a trading basis “day-1” value creation methodology, (ii) a combined business value creation methodology, and (iii) a sum-of-components value creation methodology.

Trading Basis “Day 1” Value Creation

Evercore reviewed the value creation to holders of WestRock Stock in the combined company on a pro forma basis immediately after giving effect to the Combination, applying weighted average 2023 enterprise value to EBITDA multiple of 6.5x to the fiscal year 2023 Consolidated Adjusted EBITDA of the combined company (based on the Forecasts) and assuming $400.0 million in Estimated Synergies. Evercore then calculated the share of the pro forma company attributable to holders of WestRock Stock as the sum of (i) the aggregate Cash Consideration payable to holders of WestRock Stock of $5.00 per share of WestRock Stock plus (ii) $37.72, the value per share attributable to holders of WestRock Stock’s pro forma ownership (of 49.6%) of the combined company immediately Completion, based on the exchange ratio pursuant to the Transaction Agreement, plus (iii) $4.50, the share attributable to holders of WestRock Stock’s pro forma ownership (of 49.6%) of the Estimated Synergies. When compared with the unaffected closing price of WestRock Stock of $31.88 on September 6, 2023, this analysis resulted in value creation to holders of WestRock Stock, of 48.0% or $15.34 per share of WestRock Stock. Using enterprise value to EBITDA

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multiples of 7.0x and 7.5x, this analysis resulted in value creation to holders of WestRock Stock of 64.0%, or $20.50 per share of WestRock Stock, and 80.0%, or $25.65 per share of WestRock Stock, respectively.

Combined Business Methodology

Evercore reviewed the implied aggregate equity value of the combined company on a pro forma basis attributable to holders of WestRock Stock on a pro forma basis giving effect to the Combination based on a discounted cash flow analysis.

The pro forma implied equity value attributable to holders of WestRock Stock was calculated as the sum of (i) the product obtained by multiplying (A) 49.6% (holders of WestRock Stock’s pro forma ownership of the combined company immediately following Completion based on the exchange ratio set forth in the Transaction Agreement) by (B) an amount equal to the implied aggregate equity value of the combined company on a pro forma basis giving effect to the Combination, inclusive of the Estimated Synergies (calculated using the midpoint discount rate of 8.8% and weighted average terminal multiple of 6.2x from the ranges of each such metric that Evercore had previously selected, and applying them to the cash flows of the combined company) plus (ii) the aggregate Cash Consideration payable to holders of WestRock Stock of $5.00 per share of WestRock Stock (or $1.304 billion in total).

When compared with WestRock’s standalone implied aggregate equity value, based on the discounted cash flow analysis summarized above under the caption “The Combination — Opinions of WestRock’s Financial Advisors — Opinion of Evercore Group L.L.C. — Discounted Cash Flow Analyses — WestRock” (calculated using an estimate of WestRock’s weighted average cost of capital of 8.6% and midpoint terminal multiple of 6.0x from the ranges of each such metric that Evercore had previously selected for WestRock), this analysis resulted in an implied incremental aggregate equity value, on a pro forma basis, attributable to holders of WestRock Stock, of approximately $1.319 billion.

Sum of Components Methodology

Evercore reviewed the implied aggregate equity value uplift to holders of WestRock Stock in the combined company on a pro forma basis giving effect to the Combination based on a discounted cash flow analysis, assuming achievement of full synergies.

The pro forma implied equity value attributable to WestRock in the combined company was calculated as the sum of (i) WestRock’s standalone implied aggregate equity value, based on the discounted cash flow analysis summarized above under the caption “The Combination — Opinions of WestRock’s Financial Advisors — Opinion of Evercore Group L.L.C. — Discounted Cash Flow Analyses — WestRock” ​(representing an estimate of WestRock’s weighted average cost of capital of 8.6% and applying a terminal EBITDA multiple of 6.0x from the ranges of each such metric that Evercore had previously selected for WestRock), plus (ii) Smurfit Kappa’s standalone implied aggregate equity value, based on the discounted cash flow analysis summarized above under the caption “The Combination — Opinions of WestRock’s Financial Advisors — Opinion of Evercore Group L.L.C. — Discounted Cash Flow Analyses — Smurfit Kappa” ​(representing an estimate of Smurfit Kappa’s weighted average cost of capital of 9.0% and applying a terminal EBITDA multiple of 6.5x derived from the ranges of each such metric that Evercore had previously selected for Smurfit Kappa), plus (iii) the net present value of the synergies (assuming a midpoint weighted average cost of capital of 8.8%) less transaction costs and the aggregate Cash Consideration payable to holders of WestRock Stock of $5.00 per share of WestRock Stock (or $1.304 billion in total), minus (iv) Smurfit Kappa’s pro forma implied equity value in the combined company. When compared with WestRock’s standalone implied aggregate equity value, this analysis resulted in an aggregate equity value uplift of 10.1% to holders of WestRock Stock.

Miscellaneous

The foregoing summary of Evercore’s financial analyses does not purport to be a complete description of the analyses or data presented by Evercore to the WestRock Board. In connection with the review of the Combination by the WestRock Board, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of

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the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its professional judgment and experience after considering the results of all the analyses. In addition, Evercore may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Evercore with respect to the actual value of the shares of WestRock Stock. Further, Evercore’s analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of WestRock or its advisors. Rounding may result in total sums set forth in this section not equaling the total of the figures shown.

Evercore prepared these analyses for the purpose of providing an opinion to the WestRock Board as to the fairness, from a financial point of view, of the Merger Consideration to be received by holders of WestRock Stock, other than Excluded Holders. These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates.

Evercore’s financial advisory services and its opinion were provided for the information and benefit of the WestRock Board (in its capacity as such) in connection with its evaluation of the Combination. The issuance of Evercore’s opinion was approved by an Opinion Committee of Evercore.

Evercore did not recommend any specific amount of consideration to the WestRock Board or WestRock management or that any specific amount of consideration constituted the only appropriate consideration in the Combination for the holders of WestRock Stock.

Pursuant to the terms of Evercore’s engagement letter with WestRock, WestRock has agreed to pay Evercore a fee for its services in the aggregate amount of $60 million, of which (i) $5 million was paid upon delivery of Evercore’s opinion in connection with the Transaction Agreement and is fully creditable against any fee payable upon Completion and (ii) the remainder will be payable contingent upon Completion. The WestRock Board has also agreed to reimburse Evercore for its expenses and to indemnify Evercore against certain liabilities arising out of its engagement.

During the two-year period prior to the date of its opinion, Evercore and its affiliates have not been engaged to provide financial advisory or other services to WestRock and Evercore has not received any compensation from WestRock during such period. In addition, during the two-year period prior to the date of its opinion, Evercore and its affiliates have not been engaged to provide financial advisory or other services to Smurfit Kappa and Evercore has not received any compensation from Smurfit Kappa during such period. Evercore may provide financial advisory or other services to WestRock, Smurfit Kappa and Smurfit WestRock in the future, and in connection with any such services Evercore may receive compensation.

Evercore and its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, equity sales, trading and research, private equity, placement agent, asset management and related activities. In connection with these businesses or otherwise, Evercore and its affiliates and/or its or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products or other financial instruments of or relating to WestRock, Smurfit Kappa, Smurfit WestRock, potential parties to the Combination and/or any of their respective affiliates or persons that are competitors, customers or suppliers of WestRock or Smurfit Kappa.

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WestRock engaged Evercore to act as a financial advisor based on Evercore’s qualifications, experience and reputation. Evercore is an internationally recognized investment banking firm and regularly provides fairness opinions in connection with mergers and acquisitions, leveraged buyouts and valuations for corporate and other purposes.

Certain WestRock Unaudited Financial Information

Other than quarterly and annual guidance, WestRock does not, as a matter of course, publicly disclose long-term projections or internal projections of its future financial performance, net sales, earnings, financial condition or other results due to, among other reasons, the uncertainty, inherent unpredictability and subjectivity of the underlying assumptions and estimates. In connection with the WestRock Board’s evaluation of strategic alternatives, including the continued execution of WestRock’s strategy as a stand-alone public company or the possible sale of WestRock to, or combination of WestRock with, a third party, including pursuant to the Combination, its management prepared certain internal financial analyses and forecasts relating to WestRock’s future performance for the fiscal years 2023 through 2028 on a stand-alone basis without giving effect to the Combination (the “WestRock Projections”).

The WestRock Projections and Calculated UFCF Estimates Regarding WestRock (as defined below) were not prepared with a view to public disclosure, but are included in this proxy statement/prospectus because such information was provided by WestRock to the WestRock Board, Evercore, and Lazard and (in the case of the WestRock Projections) Smurfit Kappa, and used in the process leading to the execution of the Transaction Agreement. The WestRock Projections and Calculated UFCF Estimates Regarding WestRock were provided to the WestRock Board in connection with its evaluation of the Combination, and the WestRock Projections were provided to each of Evercore and Lazard and approved by WestRock for their use and reliance in connection with their respective financial analyses and the rendering of their respective opinions to the WestRock Board (see the section of the proxy statement/prospectus entitled “The Combination — Opinion of WestRock’s Financial Advisors”). The WestRock Projections were also shared with Smurfit Kappa in connection with its evaluation of the Combination. The Calculated UFCF Estimates Regarding WestRock were not shared with Smurfit Kappa.

Certain Limitations on the WestRock Projections and Calculated UFCF Estimates Regarding WestRock

The summary of the WestRock Projections and Calculated UFCF Estimates Regarding WestRock is not included in this proxy statement/prospectus in order to induce any WestRock Stockholder to vote in favor of the Combination or any other matter, or to influence any person to make any investment decision with respect to the Combination, including whether or not to seek dissenters’ rights with respect to shares of WestRock Stock. The WestRock Projections and Calculated UFCF Estimates Regarding WestRock should be evaluated, if at all, in conjunction with WestRock’s historical financial statements and other information regarding WestRock contained in or incorporated by reference into this proxy statement/prospectus and the following factors. The WestRock Projections and Calculated UFCF Estimates Regarding WestRock may differ from published analyst estimates and forecasts.

Although a summary of the WestRock Projections and Calculated UFCF Estimates Regarding WestRock is presented with numerical specificity, this information is not factual, reflects numerous estimates and assumptions that are inherently uncertain and may be beyond the control of WestRock and should not be relied upon as being necessarily predictive of actual future results. The WestRock Projections and Calculated UFCF Estimates Regarding WestRock are forward-looking statements. Important factors that may affect actual results and cause the WestRock Projections and Calculated UFCF Estimates Regarding WestRock not to be achieved include any inaccuracy of the assumptions underlying the WestRock Projections and Calculated UFCF Estimates Regarding WestRock (including, among others, those described below under “— Certain Underlying Assumptions”), developments related to pricing cycles and volumes; economic, competitive and market conditions generally, including macroeconomic uncertainty, customer inventory rebalancing, the impact of inflation and increases in energy, raw materials, shipping, labor and capital equipment costs; reduced supply of raw materials, energy and transportation; cost savings and productivity initiatives; competitive pressures; and the other factors described under the section of the proxy statement/prospectus entitled “Cautionary Statement Regarding Forward-Looking Statements.” The WestRock Projections and Calculated UFCF Estimates Regarding WestRock also reflect assumptions as to

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certain business decisions that are subject to change and are susceptible to multiple interpretations and to changes based on actual results, revised prospects for WestRock’s business, competitive environment, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated when the WestRock Projections and Calculated UFCF Estimates Regarding WestRock were prepared. In addition, the WestRock Projections and Calculated UFCF Estimates Regarding WestRock might be affected by WestRock’s ability to achieve proposed initiatives, objectives and targets over the applicable periods. As a result, there can be no assurance that the WestRock Projections and Calculated UFCF Estimates Regarding WestRock will be realized, and actual results may be materially better or worse than those contained in the WestRock Projections and Calculated UFCF Estimates Regarding WestRock. The risk that these uncertainties and contingencies could cause the assumptions to fail to be reflective of actual results is further increased given the length of time in the future over which these assumptions apply. Any assumptions and projections in early periods, and any deviations therefrom as a result of the factors outlined above or other factors that may become applicable, could have a compounding effect on the WestRock Projections and Calculated UFCF Estimates Regarding WestRock shown for later periods or the difference between the WestRock Projections and Calculated UFCF Estimates Regarding WestRock and actual results for those periods. Thus, any failure of an assumption or projections to be reflective of actual results in an early period could have a greater effect on the projected results failing to be reflective of actual events in later periods. The inclusion of this information should not be regarded as an indication that Smurfit WestRock, Smurfit Kappa, WestRock, Evercore, Lazard, their respective representatives or any recipient of this information considered, or now considers, the WestRock Projections or Calculated UFCF Estimates Regarding WestRock to be material information of Smurfit WestRock, Smurfit Kappa or WestRock or necessarily predictive of actual future results, nor should it be construed as financial guidance, and it should not be relied upon as such.

The WestRock Projections and Calculated UFCF Estimates Regarding WestRock do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the Combination, including any potential synergies in connection therewith. Except to the extent required by applicable U.S. federal securities laws, none of Smurfit WestRock, Smurfit Kappa nor WestRock intends, and each expressly disclaims any responsibility, to update or otherwise revise the WestRock Projections or Calculated UFCF Estimates Regarding WestRock to reflect circumstances existing after the respective dates on which they were prepared or to reflect the occurrence of future events or changes in general economic or industry conditions, even if any or all of the assumptions underlying the WestRock Projections or Calculated UFCF Estimates Regarding WestRock are shown to be inaccurate. None of Smurfit WestRock, Smurfit Kappa nor WestRock can give any assurance that, had the WestRock Projections and Calculated UFCF Estimates Regarding WestRock been prepared either as of the date of the Transaction Agreement or as of the date of this proxy statement/prospectus, similar estimates and assumptions would be used. The WestRock Projections and Calculated UFCF Estimates Regarding WestRock do not take into account all the possible financial and other effects on WestRock of the Combination, the effect on WestRock of any business or strategic decision or action that has been or will be taken as a result of the Transaction Agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the Transaction Agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the Combination. Further, the WestRock Projections and Calculated UFCF Estimates Regarding WestRock do not take into account the effect on WestRock of any possible failure of the Combination to occur.

The WestRock Projections and Calculated UFCF Estimates Regarding WestRock were not prepared with a view to compliance with the published guidelines of the SEC regarding projections, forward-looking statements or pro forma financial information or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts, GAAP (and do not include footnote disclosures as may be required by GAAP) or IFRS EU.

The WestRock Projections have been prepared by, and are the responsibility of, WestRock’s management and the Calculated UFCF Estimates Regarding WestRock were calculated by Evercore and Lazard at the direction of WestRock and based solely on the WestRock Projections. None of Ernst & Young LLP, WestRock’s independent registered public accounting firm, KPMG, Smurfit Kappa’s independent registered public accounting firm, or any other audit firm has audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the accompanying WestRock Projections or Calculated UFCF

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Estimates Regarding WestRock and, accordingly, Ernst & Young LLP and KPMG do not express an opinion or any other form of assurance with respect thereto and assume no responsibility for, and disclaim any association with, the WestRock Projections and Calculated UFCF Estimates Regarding WestRock. The Ernst & Young LLP report incorporated by reference herein and the KPMG report filed as an exhibit to this proxy statement/prospectus relate to WestRock’s and Smurfit Kappa’s historical financial information, respectively. Those reports do not extend to the WestRock Projections or Calculated UFCF Estimates Regarding WestRock and should not be read to do so.

The WestRock Projections and Calculated UFCF Estimates Regarding WestRock include non-GAAP financial measures. There are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP or IFRS EU (as applicable), and non-GAAP financial measures in the WestRock Projections and Calculated UFCF Estimates Regarding WestRock may not be comparable to similarly titled amounts used by other companies or in other contexts. These non-GAAP measures are included in this proxy statement/prospectus because such information was made available by WestRock to the WestRock Board, Evercore, Lazard and (in the case of the WestRock Projections) Smurfit Kappa, and used in the process leading to the execution of the Transaction Agreement, as described elsewhere in this proxy statement/​prospectus. No reconciliation of non-GAAP financial measures in the WestRock Projections or Calculated UFCF Estimates Regarding WestRock to GAAP measures was created or used in connection with preparing the WestRock Projections and Calculated UFCF Estimates Regarding WestRock and no such reconciliation of non-GAAP financial measures in the WestRock Projections or Calculated UFCF Estimates Regarding WestRock to GAAP measures was relied upon by the WestRock Board, Evercore, Lazard or Smurfit Kappa, in connection with their respective evaluations of the Combination.

None of Smurfit WestRock, Smurfit Kappa, WestRock nor any of their respective affiliates, directors, officers, advisors or other representatives has made or makes any representation to any WestRock Stockholder or other person regarding the ultimate performance of Smurfit WestRock, Smurfit Kappa or WestRock compared to the information contained in the WestRock Projections or Calculated UFCF Estimates Regarding WestRock, or any representation that the WestRock Projections and Calculated UFCF Estimates Regarding WestRock will be achieved.

In light of the foregoing factors and the uncertainties inherent in the WestRock Projections and Calculated UFCF Estimates Regarding WestRock, WestRock Stockholders are cautioned not to place undue reliance on the WestRock Projections or Calculated UFCF Estimates Regarding WestRock included in this proxy statement/​prospectus in making a decision regarding the Combination, as the WestRock Projections and Calculated UFCF Estimates Regarding WestRock may be materially different than actual results.

Certain Underlying Assumptions

The WestRock Projections reflect numerous assumptions and estimates as to future events made by WestRock management using information available at the time, including information from both public and non-public sources. Key assumptions to the WestRock Projections include pricing outlooks for WestRock products; volume; and costs of raw materials, in each case which are primarily driven by macroeconomic conditions and supply and demand dynamics. In preparing the WestRock Projections, WestRock management applied, among other things, assumptions relating to the following inputs:

Sales.   The projected sales reflected in the WestRock Projections are based on expected pricing and volumes.

•

Pricing.   The WestRock Projections reflect forecasts of future pricing trends in third-party, publicly available industry sources (which were not commissioned by either WestRock or Smurfit Kappa). WestRock applied these third-party forecasts in pricing trends for each category of WestRock’s domestic and export containerboard and paperboard products, taking into account the phase-in of price changes, including due to contractual agreements at fixed prices, delayed implementation or other price adjustment mechanisms.

•

Volumes.   The volume assumptions used in the WestRock Projections reflect WestRock’s historical volumes, adjusted using WestRock management’s estimates of WestRock’s capacity and downtimes

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and, for global paper, corrugated packaging and consumer packaging during periods in the WestRock Projections after fiscal year 2024, forecasts of future industry-wide capacity growth and downtimes from third-party, publicly available industry sources (which were not commissioned by either WestRock or Smurfit Kappa). The compound annual volume growth rate implied by such forecasts for 2023 through 2028 was 2.4% for Global Paper, 1.7% for Corrugated Packaging, 2.9% for Consumer Packaging and 6.8% for Distribution.

WestRock’s ability to achieve the sales reflected in the WestRock Projections are subject to the factors that influence the pricing and volume for WestRock’s business.

Prices for WestRock’s products are driven by many factors, including macroeconomic conditions, demand for its products and competitive conditions in the industries that WestRock serves, and WestRock has little influence over the timing and extent of price changes. For example, the cyclical nature of the packaging industry has historically led to periods of overcapacity where, at times, supply significantly outpaces demand, thereby creating downward pressure on prices for paperboard and containerboard. As a result, in some instances, there are stretches of excess capacity which lead to significant price cuts in paperboard and containerboard and downtime. However, at other times, supply tends to lag behind demand causing tightened supply, leading to increased prices. In addition, many of WestRock’s customer contracts include price adjustment provisions based upon published indices for containerboard and paperboard that contribute to the setting of selling prices for some of WestRock’s products. Changes in how these indices are determined or maintained, or other indices are established or maintained, could adversely impact the selling prices for these products.

Volumes tend to fluctuate due to macroeconomic conditions, supply and demand dynamics in the markets WestRock serves, and due to company and customer specific issues. Demand for corrugated containers and containerboard is primarily driven by the need for (i) packaging products for the transportation of a diverse range of consumer and industrial goods, such as processed and fresh food, agricultural products, beverages, industrial and consumer electronics, chemicals and pharmaceuticals, and (ii) higher value added corrugated products such as those featuring enhanced graphics used for point of sale displays and consumer and shelf-ready packaging. In general, demand for corrugated containers and containerboard is directionally correlated with levels of industrial production, and is impacted by the trends affecting the choice of medium (paper, plastic, wood) used in the packaging of these products. Demand for consumer packaging and paperboard is primarily driven by the need for packaging products for (i) food and beverages, including dairy and confectionery products, paper, health and beauty and other household consumer, commercial and industrial products, primarily for retail sale, (ii) express mail packages for the overnight courier industry, as well as rigid packaging and other printed packaging products, such as transaction cards (e.g., credit, debit, etc.) and brochures, (iii) plant stakes for the horticultural market and (iv) over-the-counter and prescription drugs. Demand for packaging products has historically been closely correlated to general economic growth and activity. Increased levels of economic growth and activity typically result in higher per capita use of packaging materials, both with respect to transportation of goods and consumer presentation. In addition, consumer spending patterns and preferences play a significant role in demand for paper-based packaging. For example, recent years have seen an acceleration in changing consumer preferences, particularly around e-commerce penetration and heightened awareness of the impact of packaging on the environment.

Cost Inflation.   WestRock management applied assumptions regarding future inflation in each category of costs, including energy/chemicals, fiber, freight, labor/wage and other SG&A costs, over the period covered by the WestRock Projections, derived from third-party, publicly available macroeconomic indices and forecasts (which were not commissioned by WestRock or Smurfit Kappa) and internal estimates.

Productivity Improvements.   The WestRock Projections reflect WestRock’s continued execution of cost savings initiatives as well as its business systems transformation project, and forecasted cost efficiencies resulting from such initiatives and investments beginning in fiscal year 2024.

Impact of Announced Events.   The WestRock Projections reflect the impact of the closures of WestRock’s Tacoma, WA and North Charleston, SC containerboard mills announced in 2023 and the consummation of the sale of WestRock’s ownership interest in RTS Packaging, LLC and WestRock’s Chattanooga, TN uncoated recycled paperboard mill.

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To generate the estimates for all six fiscal years included in the WestRock Projections, WestRock management applied its assumptions, including the assumptions described above, to WestRock’s historical results and metrics.

Leading up to the production of the WestRock Projections and the approval by the WestRock Board of their use and reliance by Evercore and Lazard in the preparation of their financial analyses, and of their provision to Smurfit Kappa, WestRock management prepared various drafts of the WestRock Projections. The WestRock Projections were revised at various points during that period, including in June 2023 and in August 2023, due to the passage of time and the availability of additional periods of WestRock’s actual financial results, transactions (or planned transactions) publicly announced by WestRock during that period, and changes during that period in market-based assumptions relating to pricing, volumes and macroeconomic outlook. See the section of the proxy statement/prospectus entitled “The Combination — Background of the Combination.”

WestRock Projections

The following is a summary of the WestRock Projections.

​	Fiscal year ending September 30,
($ amounts in millions)	2023E			2024E			2025E			2026E			2027E			2028E
Sales	​	$	20,386	​	$	20,037	​	$	21,165	​	$	21,914	​	$	22,109	​	$	22,444
Consolidated Adjusted EBITDA(1)(2)	​	$	2,931	​	$	3,023	​	$	3,561	​	$	4,024	​	$	3,909	​	$	3,918
Capital Expenditures	​	$	1,050	​	$	1,533	​	$	1,851	​	$	1,806	​	$	1,689	​	$	1,706

(1)

Consolidated Adjusted EBITDA is a non-GAAP measure, and it is not intended to represent, or to be used, as a substitute for net (loss) income attributable to common stockholders as a measure of operating performance. Other companies may calculate this non-GAAP measure differently than WestRock, which limits comparability between companies.

(2)

Reflects impact of non-cash pension expense/income and stock-based compensation expense.

At the direction of WestRock, each of Evercore and Lazard calculated, solely based on the WestRock Projections, unlevered free cash flows of WestRock as set forth below (the “Calculated UFCF Estimates Regarding WestRock”), which were approved in each case by WestRock for reliance upon and use by each of Evercore and Lazard in connection with their respective financial analyses and the rendering of their respective opinions to the WestRock Board and in performing the related financial analyses (see the section of the proxy statement/prospectus entitled “The Combination — Opinion of WestRock’s Financial Advisors”). Differences between the unlevered free cash flows as calculated by each of Evercore and Lazard were primarily due to (i) valuation date assumed (Lazard based on 6/30/2023 thus considering unlevered free cash flows beginning 7/1/2023; Evercore based on 12/31/2023 thus considering unlevered free cash flows beginning 1/1/2024) and (ii) different treatment of certain cash flow items in fiscal years 2024 through 2028.

​	Fiscal year ending September 30,
($ amounts in millions)	2023E			2024E			2025E			2026E			2027E			2028E
Unlevered Free Cash Flow (Evercore)(1)	​	​	​	​	$	881(2)	​	$	774	​	$	1,266	​	$	1,389	​	$	1,401
Unlevered Free Cash Flow (Lazard)(1)	​	$	535(3)	​	$	822	​	$	733	​	$	1,246	​	$	1,387	​	$	1,398

(1)

Unlevered Free Cash Flow is a non-GAAP measure, and is not intended to represent, or to be used, as a substitute for net cash provided by operating activities as a measure of liquidity. Other companies may calculate this non-GAAP measure differently, which limits comparability between companies.

(2)

Reflects last nine months of fiscal year 2024 only.

(3)

Reflects last three months of fiscal year 2023 only.

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Certain Smurfit Kappa Unaudited Financial Information

Smurfit Kappa does not, as a matter of course, publicly disclose long-term projections or internal projections of its future financial performance, net sales, earnings, financial condition or other results due to, among other reasons, the uncertainty, inherent unpredictability and subjectivity of the underlying assumptions and estimates. In connection with the possible Combination, WestRock requested that Smurfit Kappa provide certain financial forecasts relating to Smurfit Kappa. In response to this request, Smurfit Kappa’s management prepared certain internal financial analyses and forecasts relating to Smurfit Kappa’s future performance for the fiscal years 2023 through 2027 on a stand-alone basis without giving effect to the Combination (the “Smurfit Kappa Projections”).

The Smurfit Kappa Projections and Calculated UFCF Estimates Regarding Smurfit Kappa (as defined below) were not prepared with a view to public disclosure, but are included in this proxy statement/​prospectus because such information was used in the process leading to the execution of the Transaction Agreement, and was provided by WestRock to the WestRock Board, Evercore and Lazard. The Smurfit Kappa Projections and Calculated UFCF Estimates Regarding Smurfit Kappa were provided to the WestRock Board in connection with its evaluation of the Combination, and the Smurfit Kappa Projections were provided to each of Evercore and Lazard and approved by WestRock for their use and reliance in connection with their respective financial analyses and the rendering of their respective opinions to the WestRock Board (see the section of the proxy statement/prospectus entitled “The Combination — Opinion of WestRock’s Financial Advisors”).

Certain Limitations on the Smurfit Kappa Projections and Calculated UFCF Estimates Regarding Smurfit Kappa

The summary of the Smurfit Kappa Projections and Calculated UFCF Estimates Regarding Smurfit Kappa is not included in this proxy statement/prospectus in order to induce any WestRock Stockholder to vote in favor of the Combination or any other matter, or to influence any person to make any investment decision with respect to the Combination, including whether or not to seek dissenters’ rights with respect to shares of WestRock Stock. The Smurfit Kappa Projections and Calculated UFCF Estimates Regarding Smurfit Kappa should be evaluated, if at all, in conjunction with Smurfit Kappa’s historical financial statements and other information regarding Smurfit Kappa contained in this proxy statement/prospectus and the following factors. The Smurfit Kappa Projections and Calculated UFCF Estimates Regarding Smurfit Kappa may differ from published analyst estimates and forecasts.

Although a summary of the Smurfit Kappa Projections and Calculated UFCF Estimates Regarding Smurfit Kappa is presented with numerical specificity, this information is not factual, reflects numerous estimates and assumptions that are inherently uncertain and may be beyond the control of Smurfit Kappa and should not be relied upon as being necessarily predictive of actual future results. The Smurfit Kappa Projections and Calculated UFCF Estimates Regarding Smurfit Kappa are forward-looking statements. Important factors that may affect actual results and cause the Smurfit Kappa Projections and Calculated UFCF Estimates Regarding Smurfit Kappa not to be achieved include any inaccuracy of the assumptions underlying the Smurfit Kappa Projections and Calculated UFCF Estimates Regarding Smurfit Kappa (including, among others, those described below under “— Certain Underlying Assumptions”), developments related to pricing cycles and volumes; economic, competitive and market conditions generally, including macroeconomic uncertainty, customer inventory rebalancing, the impact of inflation and increases in energy, raw materials, shipping, labor and capital equipment costs; reduced supply of raw materials, energy and transportation; cost savings initiatives; competitive pressures; and the other factors described under the section of the proxy statement/prospectus entitled “Cautionary Statement Regarding Forward-Looking Statements.” The Smurfit Kappa Projections and Calculated UFCF Estimates Regarding Smurfit Kappa also reflect assumptions as to certain business decisions that are subject to change and are susceptible to multiple interpretations and to changes based on actual results, revised prospects for Smurfit Kappa’s business, competitive environment, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated when the Smurfit Kappa Projections and Calculated UFCF Estimates Regarding Smurfit Kappa were prepared. In addition, the Smurfit Kappa Projections and Calculated UFCF Estimates Regarding Smurfit Kappa might be affected by Smurfit Kappa’s ability to achieve proposed initiatives, objectives and targets over the applicable periods. As a

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result, there can be no assurance that the Smurfit Kappa Projections and Calculated UFCF Estimates Regarding Smurfit Kappa will be realized, and actual results may be materially better or worse than those contained in the Smurfit Kappa Projections and Calculated UFCF Estimates Regarding Smurfit Kappa.

The risk that these uncertainties and contingencies could cause the assumptions to fail to be reflective of actual results is further increased given the length of time in the future over which these assumptions apply. Any assumptions and projections in early periods, and any deviations therefrom as a result of the factors outlined above or other factors that may become applicable, could have a compounding effect on the Smurfit Kappa Projections and Calculated UFCF Estimates Regarding Smurfit Kappa shown for later periods or the difference between the Smurfit Kappa Projections and Calculated UFCF Estimates Regarding Smurfit Kappa and actual results for those periods. Thus, any failure of an assumption or projections to be reflective of actual results in an early period could have a greater effect on the projected results failing to be reflective of actual events in later periods. The inclusion of this information should not be regarded as an indication that Smurfit WestRock, Smurfit Kappa, WestRock, Evercore, Lazard, their respective representatives or any recipient of this information considered, or now considers, the Smurfit Kappa Projections or Calculated UFCF Estimates Regarding Smurfit Kappa to be material information of Smurfit WestRock, Smurfit Kappa or WestRock or necessarily predictive of actual future results, nor should it be construed as financial guidance, and it should not be relied upon as such.

The Smurfit Kappa Projections and Calculated UFCF Estimates Regarding Smurfit Kappa do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the Combination, including any potential synergies in connection therewith. Except to the extent required by applicable U.S. federal securities laws, none of Smurfit WestRock, Smurfit Kappa nor WestRock intends, and each expressly disclaims any responsibility, to update or otherwise revise the Smurfit Kappa Projections or Calculated UFCF Estimates Regarding Smurfit Kappa to reflect circumstances existing after the respective dates on which they were prepared or to reflect the occurrence of future events or changes in general economic or industry conditions, even if any or all of the assumptions underlying the Smurfit Kappa Projections or Calculated UFCF Estimates Regarding Smurfit Kappa are shown to be inaccurate. None of Smurfit WestRock, Smurfit Kappa nor WestRock can give any assurance that, had the Smurfit Kappa Projections and Calculated UFCF Estimates Regarding Smurfit Kappa been prepared either as of the date of the Transaction Agreement or as of the date of this proxy statement/prospectus, similar estimates and assumptions would be used. The Smurfit Kappa Projections and Calculated UFCF Estimates Regarding Smurfit Kappa do not take into account all the possible financial and other effects on Smurfit Kappa of the Combination, the effect on Smurfit Kappa of any business or strategic decision or action that has been or will be taken as a result of the Transaction Agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the Transaction Agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the Combination. Further, the Smurfit Kappa Projections and Calculated UFCF Estimates Regarding Smurfit Kappa do not take into account the effect on Smurfit Kappa of any possible failure of the Combination to occur.

The Smurfit Kappa Projections and Calculated UFCF Estimates Regarding Smurfit Kappa were not prepared with a view to compliance with the published guidelines of the SEC regarding projections, forward-looking statements or pro forma financial information or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts, GAAP (and do not include footnote disclosures as may be required by GAAP) or IFRS EU.

The Smurfit Kappa Projections have been prepared by, and are the responsibility of, Smurfit Kappa’s management and the Calculated UFCF Estimates Regarding Smurfit Kappa were calculated by Evercore and Lazard at the direction of WestRock and based on the Smurfit Kappa Projections and assumptions provided by WestRock. None of KPMG, Smurfit Kappa’s independent registered public accounting firm, Ernst & Young LLP, WestRock’s independent registered public accounting firm, or any other audit firm has audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the accompanying Smurfit Kappa Projections or Calculated UFCF Estimates Regarding Smurfit Kappa and, accordingly, KPMG and Ernst & Young LLP do not express an opinion or any other form of assurance with respect thereto and assume no responsibility for, and disclaim any association with, the Smurfit Kappa Projections and Calculated UFCF Estimates Regarding Smurfit Kappa. The KPMG report filed as an exhibit

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to this proxy statement/prospectus and Ernst & Young LLP report incorporated by reference herein relate to Smurfit Kappa’s and WestRock’s historical financial information, respectively. Those reports do not extend to the Smurfit Kappa Projections or Calculated UFCF Estimates Regarding Smurfit Kappa and should not be read to do so.

The Smurfit Kappa Projections and Calculated UFCF Estimates Regarding Smurfit Kappa include non-IFRS financial measures. There are limitations inherent in non-IFRS financial measures because they exclude charges and credits that are required to be included in an IFRS presentation. Non-IFRS financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP or IFRS EU (as applicable), and non-IFRS financial measures in the Smurfit Kappa Projections and Calculated UFCF Estimates Regarding Smurfit Kappa may not be comparable to similarly titled amounts used by other companies or in other contexts. These non-IFRS measures are included in this proxy statement/prospectus because such information was made available by WestRock to the WestRock Board, Evercore and Lazard and used in the process leading to the execution of the Transaction Agreement, as described elsewhere in this proxy statement/prospectus. No reconciliation of non-GAAP financial measures in the Smurfit Kappa Projections or Calculated UFCF Estimates Regarding Smurfit Kappa to GAAP measures was created or used in connection with preparing the Smurfit Kappa Projections and Calculated UFCF Estimates Regarding Smurfit Kappa and no such reconciliation of non-GAAP financial measures in the Smurfit Kappa to GAAP measures was relied upon by the WestRock Board, Evercore or Lazard, in connection with their respective evaluations of the Combination.

None of Smurfit WestRock, Smurfit Kappa, WestRock nor any of their respective affiliates, directors, officers, advisors or other representatives has made or makes any representation to any WestRock Stockholder or other person regarding the ultimate performance of Smurfit WestRock, Smurfit Kappa or WestRock compared to the information contained in the Smurfit Kappa Projections or Calculated UFCF Estimates Regarding Smurfit Kappa, or any representation that the Smurfit Kappa Projections and Calculated UFCF Estimates Regarding Smurfit Kappa will be achieved.

In light of the foregoing factors and the uncertainties inherent in the Smurfit Kappa Projections and Calculated UFCF Estimates Regarding Smurfit Kappa, WestRock Stockholders are cautioned not to place undue reliance on the Smurfit Kappa Projections or Calculated UFCF Estimates Regarding Smurfit Kappa included in this proxy statement/prospectus in making a decision regarding the Combination, as the Smurfit Kappa Projections and Calculated UFCF Estimates Regarding Smurfit Kappa may be materially different than actual results.

Certain Underlying Assumptions

The Smurfit Kappa Projections reflect numerous assumptions and estimates as to future events made by Smurfit Kappa management using information available at the time, including information from both public and non-public sources. Key assumptions to the Smurfit Kappa Projections include pricing outlooks for Smurfit Kappa products; volume development and demand; costs of raw materials; other costs that affect operations, such as energy, labor and administration, in each case which are primarily driven by macroeconomic conditions and supply and demand dynamics; and the impacts of internal actions to try to reduce costs. See the section of the proxy statement/prospectus entitled “The Combination — Background of the Combination.” In particular, the Smurfit Kappa Projections were an aggregation of Smurfit Kappa management’s estimates for Smurfit Kappa’s major business units, each of which were modelled individually, with consideration for the vertically integrated nature of Smurfit Kappa’s mill and converting businesses. The 2023 estimates included in the Smurfit Kappa Projections (the “Base Year Estimates”) reflected Smurfit Kappa’s historical financial results for the half-year period ended June 30, 2023 and Smurfit Kappa management’s most up-to-date forecast of results for the remainder of 2023 available at the time, which forecast was the aggregated forecast from the individual business units in each of the 36 countries in which Smurfit Kappa operated.

To generate the estimates for the years 2024 through 2027 included in the Smurfit Kappa Projections, Smurfit Kappa management applied assumptions relative to the Base Year Estimates regarding volumes, pricing and costs. Assumptions regarding volumes were derived from third-party forecasts of economic growth (in particular, gross domestic product (“GDP”) growth), which forecasts were not commissioned by either Smurfit Kappa or WestRock, for the years 2024 through 2027 in the regions and countries in which

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Smurfit Kappa operates, with such forecasts generating forecasted demand for converted products. The compounded annual volume growth rate implied by such third-party forecasts for 2023 through 2027 was 2.0% for Europe and 2.3% for the Americas. Pricing assumptions with respect to the years 2024 through 2027 were set by Smurfit Kappa management, and derived from the prices used in the Base Year Estimates, with adjustments made depending on Smurfit Kappa management’s assumptions regarding possible pricing cycles and long-term average pricing, including that pricing tends to be driven by a combination of demand factors, with positive growth as a factor in increased pricing, and supply factors, with increases in raw material prices such as recovered fiber prices tending to drive increased paper pricing and, ultimately, increased converted product prices. Because the prices for Smurfit Kappa’s products are determined either through a series of index-based contractual clauses or through direct negotiation, and both the timing and quantum of price adjustments vary from customer to customer, the revenue estimates for the years 2024 through 2027 included in the Smurfit Kappa Projections reflect a range of product- and customer-specific pricing assumptions. Specific pricing assumptions used by Smurfit Kappa management were benchmarked against third-party forecast pricing sources, which were generally available for the years 2024 through 2027 and were not commissioned by either Smurfit Kappa or WestRock. Cost assumptions were based on assumptions regarding commodity price movements, such as price movements for recovered fiber and energy, which were estimated based on third-party industry sources, as well as on inflation forecasts derived from published third-party economic forecasts. Such third-party pricing and economic forecasts were generally available for the years 2024 through 2027 and were not commissioned by either Smurfit Kappa or WestRock. In addition to the foregoing general assumptions regarding volumes, prices and costs, the Smurfit Kappa Projections also reflect the impact of management decisions regarding regular cost take-out initiatives and the impact of strategic investments.

Smurfit Kappa Projections

The following is a summary of the Smurfit Kappa Projections.

​	Fiscal year ending December 31,
(€ amounts in millions)	2023E			2024E			2025E			2026E			2027E
Sales	​	€	11,543	​	€	11,825	​	€	13,490	​	€	14,325	​	€	14,706
Consolidated Adjusted EBITDA (as provided – IFRS EU Basis)(1)	​	€	2,039	​	€	1,825	​	€	2,188	​	€	2,443	​	€	2,476
Capital Expenditures (as provided – IFRS EU basis)(2)	​	€	1,050(2)	​	€	825(2)	​	€	886	​	€	758	​	€	700

(1)

Consolidated Adjusted EBITDA is a non-IFRS measure, and is not intended to represent, or to be used, as a substitute for net income (loss) as a measure of operating performance. Other companies may calculate this non-IFRS measure differently than Smurfit Kappa, which limits comparability between companies.

(2)

Includes capital expenditure creditors adjustment of (€39 million) in 2023 and €20 million in 2024.

Calculated UFCF Estimates Regarding Smurfit Kappa

At the direction of WestRock, each of Evercore and Lazard calculated, based on the Smurfit Kappa Projections and assumptions provided by WestRock, unlevered free cash flows regarding Smurfit Kappa as set forth below (the “Calculated UFCF Estimates Regarding Smurfit Kappa”), which were approved in each case by WestRock for reliance upon and use by each of Evercore and Lazard in connection with their respective financial analyses and the rendering of their respective opinions to the WestRock Board and in performing the related financial analyses. The Calculated UFCF Estimates Regarding Smurfit Kappa were not shared with Smurfit Kappa.

Differences between the unlevered free cash flows as calculated by each of Evercore and Lazard were primarily due to (i) the valuation date assumed (Lazard based on 6/30/2023, thus considering unlevered free cash flows beginning 7/1/2023; Evercore based on 12/31/2023, thus considering unlevered free cash flows beginning 1/1/2024); (ii) the unlevered tax rate utilized, with Evercore assuming a higher implied tax rate in all years; (iii) the difference related to treatment of IFRS to GAAP conversions; and (iv) the different treatment of certain cash flow items in fiscal year 2024.

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​	Fiscal year ending December 31,
(€ amounts in millions)	2023E			2024E			2025E			2026E			2027E
Unlevered Free Cash Flows (Evercore)(1)	​	​	​	​	€	725	​	€	653	​	€	1,023	​	€	1,210
Unlevered Free Cash Flows (Lazard)(1)	​	€	503(2)	​	€	807	​	€	744	​	€	1,142	​	€	1,332

(1)

Unlevered Free Cash Flow is a non-GAAP measure, and is not intended to represent, or to be used, as a substitute for net cash provided by operating activities as a measure of liquidity. Other companies may calculate this non-GAAP measure differently, which limits comparability between companies.

(2)

Reflects last six months of fiscal year 2023 only.

Interests of WestRock’s Directors and Executive Officers in the Combination

In considering the recommendation of the WestRock Board that holders of WestRock Stock vote to adopt the Transaction Agreement, WestRock Stockholders should be aware that certain of WestRock’s non-employee directors and executive officers have interests in the Combination that are different from, or in addition to, those of WestRock Stockholders generally. The WestRock Board was aware of and considered these interests, among other matters, in approving the Transaction Agreement and the Combination, and in recommending that the Transaction Agreement be adopted by WestRock Stockholders.

Treatment of WestRock Stock

As of April 22, 2024, the last date before the date of this proxy statement/prospectus for which it was practicable to obtain this information, WestRock’s directors and executive officers, as a group, hold 1,319,443 shares of WestRock Stock.

At the Merger Effective Time, each share of WestRock Stock outstanding as of immediately prior to the Merger Effective Time that is held by WestRock’s directors and executive officers will be cancelled and extinguished and automatically converted into the right to receive the Merger Consideration.

Treatment and Quantification of WestRock Equity Awards

As of April 22, 2024, certain of our directors and executive officers held WestRock RSU Awards, including WestRock RSU Awards subject to performance-based vesting conditions, WestRock Director RSU Awards and WestRock Options (collectively, the “WestRock Equity Awards”), as set forth in the tables below.

WestRock RSU Awards

Name	Number of Shares Subject to WestRock RSU Awards Without Performance-Based Vesting Conditions (#)		Number of Shares Subject to WestRock RSU Awards With Performance-Based Vesting Conditions1 (#)
David B. Sewell	​	124,711	​	531,115
Alexander W. Pease	​	57,032	​	114,508
Patrick M. Kivits	​	20,304	​	86,478
Thomas M. Stigers	​	19,9532	​	85,834
Denise R. Singleton	​	45,086	​	73,248
All other executive officers	​	58,4472	​	195,300

(1)

Numbers estimated assuming achievement of applicable performance goals at 100% of target.

(2)

In addition, Mr. Stigers and certain other executive officers hold RSUs that are vested and deferred in respect of the following number of shares of WestRock Stock: Mr. Stigers holds 5,737 vested and deferred RSUs and all other executive officers hold 3,570 vested and deferred RSUs.

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Each WestRock RSU Award held by an executive officer that is outstanding at the Merger Effective Time will be assumed by Smurfit WestRock and converted into a Smurfit WestRock RSU Award and a Smurfit WestRock Cash Award. Except as otherwise described herein, each Smurfit WestRock RSU Award and Smurfit WestRock Cash Award will continue to have, and will be subject to, the same terms and conditions (including vesting schedules) that applied to the corresponding WestRock RSU Award immediately prior to the Merger Effective Time (except that no Smurfit WestRock RSU Award or Smurfit WestRock Cash Award will be subject to any performance-based vesting conditions).

In the case of a performance-based WestRock RSU Award, the number of shares of WestRock Stock subject to such WestRock RSU Award as of immediately prior to the Merger Effective Time will be determined by deeming the applicable performance goals for any performance period that has not been completed as of the Merger Effective Time to be achieved at the greater of the target level and the average of the actual level of performance of similar awards over the last three years prior to the Completion Date, except that the performance goals for any performance-based WestRock RSU Award granted after the date of the Transaction Agreement will be deemed achieved at the target level of performance.

WestRock Director RSU Awards

Name	Number of Shares Subject to Unvested WestRock Director RSU Awards (#)		Number of Shares Subject to Vested and Deferred WestRock Director RSU Awards (#)
Colleen F. Arnold	​	4,168	​	21,286
Timothy J. Bernlohr	​	4,168	​	—
J. Powell Brown	​	4,168	​	—
Terrell K. Crews	​	4,168	​	—
Russell M. Currey	​	4,168	​	—
Suzan F. Harrison	​	4,168	​	—
Gracia C. Martore	​	4,168	​	45,355
James E. Nevels	​	4,168	​	2,639
E. Jean Savage	​	4,168	​	—
Dmitri L. Stockton	​	4,168	​	6,781
Alan D. Wilson	​	4,819	​	49,021

Each WestRock Director RSU Award will be fully vested as of immediately prior to the Merger Effective Time, and all rights in respect thereof will be cancelled and automatically converted into a number of shares of WestRock Stock equal to the number of shares of WestRock Stock underlying such WestRock Director RSU Award, except that delivery of the Merger Consideration with respect to such WestRock Stock will be delayed to the extent necessary to comply with any applicable deferred compensation tax requirements.

WestRock Options

Name	Number of Shares Subject to WestRock Options (#)		WestRock Weighted-Average Option Exercise Price Per Share ($)
David B. Sewell	​	—	​	—
Alexander W. Pease	​	—	​	—
Patrick M. Kivits	​	—	​	—
Thomas M. Stigers	​	8,165	​	56.32
Denise R. Singleton	​	—	​	—
All other executive officers	​	10,179	​	35.13

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Each WestRock Option that is outstanding, unexercised and held by an executive officer as of immediately prior to the Merger Effective Time, whether or not then vested or exercisable, will be assumed by Smurfit WestRock and converted into an option to purchase from Smurfit WestRock a number of Smurfit WestRock Shares (calculated by reference to the Equity Award Exchange Ratio). All other terms and conditions of such options, including the term to expiry and conditions to and manner of exercising, will be the same as those that apply to the corresponding WestRock Option immediately prior to the Merger Effective Time. As of April 22, 2024, none of our non-employee directors hold WestRock Options.

Payments Upon Termination At or Following a Change in Control

Mr. Sewell and executive officers who report to Mr. Sewell are each party to a Change in Control Severance Agreement with WestRock. Ms. McConnell, who reports to Mr. Pease, participates in the WestRock Company Executive Severance Plan. Change in Control Severance Agreements and the WestRock Company Change in Control Severance Plan are referred to in this section as “WestRock Severance Arrangements.” Pursuant to the applicable WestRock Severance Arrangement, each executive officer would be eligible to receive the following severance payments and benefits upon a qualifying termination of the executive officer’s employment (as described in the applicable WestRock Severance Arrangement) following a change in control of WestRock (as defined in the Change in Control Severance Agreement, which includes Completion), subject to each executive officer’s execution of a general release of claims:

•

For all executive officers other than Ms. McConnell: (i) an amount equal to two (three for Mr. Sewell) times the sum of the executive officer’s annual base salary and target annual bonus, payable in a lump sum, (ii) a prorated bonus payment, payable in a lump sum, based on the greater of (x) the annual target bonus and (y) the average of the annual bonuses paid or payable to the applicable executive officer in respect of the three fiscal years immediately preceding the termination date (or, if the applicable executive officer has not been employed for three full fiscal years, the average of the annualized annual bonuses paid or payable to the applicable executive officer for the number of fiscal years that such executive officer has been employed immediately preceding the termination date), (iii) up to 24 (36 for Mr. Sewell) months of group health benefit continuation at the rate then applicable to similarly situated active employees, (iv) up to one year of reasonable outplacement assistance and (v) immediate vesting of unvested equity awards, with outstanding performance-based Smurfit WestRock RSU Awards vesting at the greater of the target level and the average of the actual level of performance of similar awards over the last three years prior to the change in control; provided that a portion of the severance amounts payable to the applicable executive officers under the Change in Control Severance Agreements may, to the extent any portion thereof would constitute a deferral of compensation under applicable tax rules, instead be paid in equal installments over the associated severance period, in accordance with the schedule set forth in the WestRock Company Executive Severance Plan. The Change in Control Severance Agreements provide that any amounts paid to an executive officer under the applicable Change in Control Severance Agreement would be reduced to the maximum amount that could be paid without being subject to the excise tax imposed under Sections 280G and 4999 of the Code, but only if the after-tax benefit of the reduced amount is higher than the after-tax benefit of the unreduced amount.

•

For Ms. McConnell: (i) an amount equal to one times the sum of her annual base salary and target annual bonus, payable over the 12-month severance period and (ii) up to 12 months of group health benefit continuation at the rate then applicable to active employees. In addition, upon a qualifying termination under WestRock’s annual bonus program, Ms. McConnell would be entitled to receive a prorated annual bonus payment, payable in a lump sum, based on the greater of (x) the annual target bonus and (y) the average of the annual bonuses paid or payable to Ms. McConnell in respect of the three fiscal years immediately preceding her termination date.

Each of our executive officers has also entered into restrictive covenant agreements with WestRock, which provide that, during the course of each executive officer’s employment and for a specified period following the termination of his or her employment for any reason, each executive officer will not, directly or indirectly, compete with WestRock. For the named executive officers, this specified period is equal to 24 months (for Mr. Sewell), 18 months (for Mr. Pease) and 12 months (for Messrs. Kivits and Stigers and Ms. Singleton). For all other executive officers, this specified period is equal to either 24 or 12 months. In addition, the restrictive covenant agreements further provide that (i) during the course of each executive

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officer’s employment and for the applicable specified period following the termination of his or her employment for any reason, each executive officer will not, directly or indirectly, solicit any employees or customers of WestRock and (ii) each executive officer must hold in confidence all confidential information (within the meaning of the applicable restrictive covenant agreement) for so long as such information continues to constitute confidential information.

The estimated aggregate cash severance (including prorated bonus payments) payable to our four executive officers who are not named executive officers upon a qualifying termination under the applicable WestRock Severance Arrangement effective as of Completion (assuming for this purpose that Completion occurs on April 22, 2024) is $8,921,185. For information regarding the estimated severance payments for our named executive officers, see the section of this proxy statement/prospectus entitled “The Combination — Interests of WestRock’s Directors and Executive Officers in the Combination — Golden Parachute Compensation.”

Arrangements with Smurfit WestRock

It is expected that Smurfit WestRock or a subsidiary thereof will enter into an offer letter with each of Messrs. Patrick Kivits, Thomas Stigers and Samuel Shoemaker with respect to their Smurfit WestRock executive positions effective upon Completion. Set forth below is a description of the material terms of each expected offer letter. In these positions, Messrs. Kivits, Stigers and Shoemaker are not expected to serve as executive officers of Smurfit WestRock.

Offer Letter with Mr. Kivits

Mr. Kivits will serve as President, Corrugated Packaging USA & Canada and will receive an annual base salary of $781,000, subject to annual review by the Smurfit WestRock compensation committee, and, starting with calendar year 2025, a target annual bonus opportunity of 90% of annual base salary. For calendar year 2024, Mr. Kivits will be eligible to receive a prorated annual bonus with respect to the portion of the 2024 fiscal year of WestRock that has elapsed prior to Completion based on actual performance, as well as a prorated annual bonus for the remainder of the 2024 calendar year with the same target annual bonus opportunity that applies for 2025. Mr. Kivits will also be eligible to receive annual equity awards, which are expected to have a target aggregate grant date fair value of $1,679,000 in respect of 2025. See the section entitled “Smurfit WestRock 2024 Long-Term Incentive Plan” for a description of the plan under which equity awards are intended to be granted. Mr. Kivits will be eligible to participate in retirement, health, welfare and other benefit programs applicable to similarly situated executives of Smurfit WestRock. For purposes of Mr. Kivits’ Change in Control Severance Agreement with WestRock, Smurfit WestRock acknowledges that Mr. Kivits will have good reason (as defined therein) effective as of Completion and agrees that he may provide notice of his resignation for good reason (which notice shall be provided at least 60 days in advance) until the second anniversary thereof and receive the severance payments and benefits provided under the agreement. In addition, the termination of Mr. Kivits’ employment due to death or disability will constitute a severance qualifying termination under the Change in Control Severance Agreement. Other than as modified by the offer letter, Mr. Kivits’ Change in Control Severance Agreement will remain in effect in accordance with its terms following Completion. If Mr. Kivits remains employed with Smurfit WestRock and does not provide notice of resignation for good reason under his Change in Control Severance Agreement, then the Change in Control Severance Agreement will expire without payment on the second anniversary of Completion. If the Change in Control Severance Agreement expires without Mr. Kivits becoming entitled to receive severance benefits thereunder, and if Mr. Kivits remains employed thereafter, then he will become eligible to participate in Smurfit WestRock’s Executive Severance Plan.

Mr. Kivits’ restrictive covenant agreement with WestRock will remain in effect in accordance with its terms following Completion, with the non-competition, non-solicitation and confidentiality covenants therein modified to cover the applicable businesses, employees and customers of Smurfit WestRock.

Offer Letter with Mr. Stigers

Mr. Stigers will serve as President, Paper / Mills USA & Canada and will receive an annual base salary of $759,000, subject to annual review by the Smurfit WestRock compensation committee, and, starting with calendar year 2025, a target annual bonus opportunity of 90% of annual base salary. For calendar year

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2024, Mr. Stigers will be eligible to receive a prorated annual bonus with respect to the portion of the 2024 fiscal year of WestRock that has elapsed prior to Completion based on actual performance, as well as a prorated annual bonus for the remainder of the 2024 calendar year with the same target annual bonus opportunity that applies for 2025. Mr. Stigers will also be eligible to receive annual equity awards, which are expected to have a target aggregate grant date fair value of $1,633,000 in respect of 2025. See the section entitled “Smurfit WestRock 2024 Long-Term Incentive Plan” for a description of the plan under which equity awards are intended to be granted. Mr. Stigers will be eligible to participate in retirement, health, welfare and other benefit programs applicable to similarly situated executives of Smurfit WestRock. For purposes of Mr. Stigers’ Change in Control Severance Agreement with WestRock, Smurfit WestRock acknowledges that Mr. Stigers will have good reason (as defined therein) effective as of Completion and agrees that he may provide notice of his resignation for good reason (which notice shall be provided at least 60 days in advance) until the second anniversary thereof and receive the severance payments and benefits provided under the agreement. In addition, the termination of Mr. Stigers’ employment due to death or disability will constitute a severance qualifying termination under the Change in Control Severance Agreement. Other than as modified by the offer letter, Mr. Stigers’ Change in Control Severance Agreement will remain in effect in accordance with its terms following Completion. If Mr. Stigers remains employed with Smurfit WestRock and does not provide notice of resignation for good reason under his Change in Control Severance Agreement, then the Change in Control Severance Agreement will expire without payment on the second anniversary of Completion. If the Change in Control Severance Agreement expires without Mr. Stigers becoming entitled to receive severance benefits thereunder, and if Mr. Stigers remains employed thereafter, then he will become eligible to participate in Smurfit WestRock’s Executive Severance Plan.

Mr. Stigers’ restrictive covenant agreement with WestRock will remain in effect in accordance with its terms following Completion, with the non-competition, non-solicitation and confidentiality covenants therein modified to cover the applicable businesses, employees and customers of Smurfit WestRock.

Offer Letter with Mr. Shoemaker

Mr. Shoemaker will serve as President, Consumer Packaging USA & Canada and will receive an annual base salary of $642,000, subject to annual review by the Smurfit WestRock compensation committee, and, starting with calendar year 2025, a target annual bonus opportunity of 90% of annual base salary. For calendar year 2024, Mr. Shoemaker will be eligible to receive a prorated annual bonus with respect to the portion of the 2024 fiscal year of WestRock that has elapsed prior to Completion based on actual performance, as well as a prorated annual bonus for the remainder of the 2024 calendar year with the same target annual bonus opportunity that applies for 2025. Mr. Shoemaker will also be eligible to receive annual equity awards, which are expected to have a target aggregate grant date fair value of $1,284,000 in respect of 2025. See the section entitled “Smurfit WestRock 2024 Long-Term Incentive Plan” for a description of the plan under which equity awards are intended to be granted. Mr. Shoemaker will be eligible to participate in retirement, health, welfare and other benefit programs applicable to similarly situated executives of Smurfit WestRock. For purposes of Mr. Shoemaker’s Change in Control Severance Agreement with WestRock, Smurfit WestRock acknowledges that Mr. Shoemaker will have good reason (as defined therein) effective as of Completion and agrees that he may provide notice of his resignation for good reason (which notice shall be provided at least 60 days in advance) until the second anniversary thereof and receive the severance payments and benefits provided under the agreement. In addition, the termination of Mr. Shoemaker’s employment due to death or disability will constitute a severance qualifying termination under the Change in Control Severance Agreement. Other than as modified by the offer letter, Mr. Shoemaker’s Change in Control Severance Agreement will remain in effect in accordance with its terms following Completion. If Mr. Shoemaker remains employed with Smurfit WestRock and does not provide notice of resignation for good reason under his Change in Control Severance Agreement, then the Change in Control Severance Agreement will expire without payment on the second anniversary of Completion. If the Change in Control Severance Agreement expires without Mr. Shoemaker becoming entitled to receive severance benefits thereunder, and if Mr. Shoemaker remains employed thereafter, then he will become eligible to participate in Smurfit WestRock’s Executive Severance Plan.

Mr. Shoemaker’s restrictive covenant agreement with WestRock will remain in effect in accordance with its terms following Completion, with the non-competition, non-solicitation and confidentiality covenants therein modified to cover the applicable businesses, employees and customers of Smurfit WestRock.

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Other Executive Officers

As of the date of this proxy statement/prospectus, none of our other executive officers has entered into any agreement with Smurfit WestRock or any of its affiliates regarding the potential terms of their individual employment arrangements or the right to purchase or participate in the equity of Smurfit WestRock or one or more of its affiliates following Completion. Prior to or following Completion, however, certain other executive officers may enter into agreements with Smurfit WestRock or its affiliates regarding employment with, or the right to purchase or participate in the equity of, Smurfit WestRock or one or more of its affiliates after the Merger Effective Time.

See the section of this proxy statement/prospectus entitled “The Transaction Agreement — Employee Benefits” for a summary of certain post-closing covenants related to the employee benefit arrangements.

Retention Program

In connection with the Combination, WestRock was permitted to establish a cash-based retention program in the aggregate amount of up to $30,000,000 to promote retention and to incentivize efforts to consummate the Combination (the “Retention Program”). Any payments made under the Retention Program will be made on or after either (i) the one-month anniversary of the Completion Date (provided that not more than $4,000,000 of retention awards in the aggregate may vest on the one-month anniversary of the Completion Date) or (ii) the six-month anniversary of the Completion Date, or in each case, upon a termination without Cause (as such term is defined in the Retention Program), due to death or disability or, following the Merger Effective Time, a resignation by the participant for Good Reason (as such term is defined in the Retention Program), in each case, within the meaning of the form of WestRock RSU Award agreement under WestRock Equity Plan (except that for this purpose prongs (i), (v) and (vi) of the “Good Reason” definition therein will not apply). Amounts under the Retention Program are allocated among the employees (including, but not limited to, one executive officer) of WestRock identified, and in the amounts and on the terms determined, by WestRock’s Chief Executive Officer (or his designees). If a retention award under the Retention Program is forfeited by a participant, the Chief Executive Officer (or his designees) may reallocate the retention award (or unpaid portion thereof) to existing employees (including, but not limited to, certain executive officers) or new hires of WestRock. As of the date of this proxy statement/​prospectus, one executive officer has received an award under the Retention Program in an amount equal to approximately $475,000, but no named executive officers have received awards under the Retention Program.

280G Mitigation Actions

In connection with the Combination, WestRock was permitted to take, after consultation with Smurfit Kappa, certain tax-planning actions to mitigate any adverse tax consequences under the “golden parachute” provisions of Sections 280G and 4999 of the Code that could arise in connection with the Completion, including any combination of (i) accelerating into calendar year 2023 the vesting and payment of certain WestRock RSU Awards or certain other payments scheduled to occur in calendar year 2024 and/or (ii) expanding noncompetition or similar covenants, in each case, for individuals who could reasonably be expected to be impacted by such adverse tax consequences. In connection with the Combination, certain WestRock named executive officers and other executive officers may become entitled to payments and benefits that may be treated as “excess parachute payments” within the meaning of Section 280G of the Code.

To mitigate the potential impact of Sections 280G and 4999 of the Code on WestRock and the applicable executive officers, effective December 15, 2023, the compensation committee of the WestRock Board (the “WestRock Compensation Committee”) approved the following actions, which are intended to mitigate the potential impact of Sections 280G and 4999 of the Code on WestRock and the applicable executive officers (collectively, the “280G Mitigation Actions”): (i) acceleration of certain previously awarded time-vesting WestRock RSU Awards that would otherwise have vested in the first calendar year quarter of 2024 (“Accelerated WestRock RSUs”), (ii) acceleration of a portion of the annual bonus under the WestRock Fiscal 2024 Short-Term Incentive Program (the “WestRock STIP”) equal to 75% of the target bonus amount for each applicable executive officer (“Accelerated STIP”) and/or (iii) extension of the applicable executive officer’s existing post-employment noncompetition period. Payments pursuant to the Accelerated WestRock RSUs and Accelerated STIP are subject to applicable tax withholdings.

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Specifically, the WestRock Compensation Committee approved the following Accelerated WestRock RSUs (rounded to the nearest share and inclusive of dividend equivalent units) for the named executive officers:

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For Mr. Sewell: (i) 23,295 WestRock RSU Awards that were scheduled to vest on February 3, 2024; (ii) 14,337 WestRock RSU Awards that were scheduled to vest on February 7, 2024; (iii) 45,110 WestRock RSU Awards that were scheduled to vest on March 15, 2024; and (iv) 66,830 WestRock RSU Awards that were scheduled to vest on March 15, 2024;

•

For Mr. Pease: (i) 4,846 WestRock RSU Awards that were scheduled to vest on February 3, 2024; and (ii) 3,432 WestRock RSU Awards that were scheduled to vest on February 7, 2024;

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For Mr. Kivits: (i) 3,784 WestRock RSU Awards that were scheduled to vest on February 3, 2024; (ii) 6,051 WestRock RSU Awards that were scheduled to vest on February 5, 2024; (iii) 2,339 WestRock RSU Awards that were scheduled to vest on February 7, 2024; and (iv) 4,306 WestRock RSU Awards that were scheduled to vest on March 1, 2024;

•

For Mr. Stigers: (i) 3,698 WestRock RSU Awards that were scheduled to vest on February 3, 2024; (ii) 6,975 WestRock RSU Awards that were scheduled to vest on February 5, 2024; (iii) 2,449 WestRock RSU Awards that were scheduled to vest on February 7, 2024; and (iv) 2,691 WestRock RSU Awards that were scheduled to vest on March 1, 2024; and

•

For Ms. Singleton: (i) 3,038 WestRock RSU Awards that were scheduled to vest on February 3, 2024; (ii) 2,312 WestRock RSU Awards that were scheduled to vest on February 29, 2024; and (iii) 28,196 WestRock RSU Awards that were scheduled to vest on February 29, 2024.

In addition, the WestRock Compensation Committee approved Accelerated STIP payments for Messrs. Sewell, Pease and Kivits and the extension of the existing post-employment noncompetition periods for Messrs. Sewell (from 12 months to 24 months) and Pease (from 12 months to 18 months).

In all cases, if the applicable executive officer is terminated by WestRock for cause or resigns without good reason prior to the date the Accelerated WestRock RSUs otherwise would have vested, the applicable executive officer will be obligated to promptly repay to WestRock an amount equal to the number of shares actually received by the applicable executive officer (or if net settled, the gross number of shares the applicable executive officer would have received absent net settlement) in respect of the Accelerated WestRock RSUs multiplied by the closing price of a share of the common stock, par value $0.01 per share, of WestRock on the date of settlement of the Accelerated WestRock RSUs.

If the applicable executive officer is terminated for cause or resigns without good reason, in each case, prior to the last business day of the WestRock STIP plan year, the applicable executive officer will be obligated to promptly repay to WestRock an amount equal to the gross amount paid to such applicable executive officer in respect of the Accelerated STIP.

If the applicable executive officer is terminated without cause or resigns for good reason, in each case, prior to the last business day of the WestRock STIP plan year, any severance benefits due to the applicable executive officer under any WestRock severance arrangement will be reduced by the gross amount paid to the applicable executive officer in respect of the Accelerated STIP.

In the event the applicable executive officer remains employed through the last business day of the WestRock STIP plan year, (i) if the applicable executive officer’s payout under the STIP based on actual performance is higher than the amount paid in respect of the Accelerated STIP, such executive officer will receive a STIP payout equal to such excess, or (ii) if the applicable executive officer’s after-tax payout under the STIP based on actual performance is lower than the after-tax amount paid in respect of the Accelerated STIP, such executive officer will be obligated to promptly repay to WestRock such shortfall.

For purposes of the Accelerated WestRock RSUs and Accelerated STIP, cause and good reason are as defined in the award agreement evidencing the grant of such WestRock RSU Awards or the WestRock STIP, as applicable, or, following Completion, as defined in the applicable executive officer’s Change in Control Severance Agreement, if applicable.

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Golden Parachute Compensation

In accordance with Item 402(t) of Regulation S-K, the table below sets forth the compensation that is based on or otherwise relates to the Combination that may be paid or become payable to each of our named executive officers in connection with the Combination. Please see the previous portions of this section for further information regarding this compensation.

The amounts indicated in the table below are estimates of the amounts that would be payable assuming, solely for purposes of this table, (i) that Completion occurs on April 22, 2024, (ii) that the Merger Consideration is $36.13, which represents the average closing market price of WestRock’s Stock over the first five business days following the first public announcement of the Combination, and, accordingly, a Cash Consideration of $5.00 and an implied Stock Consideration value of $31.13, and (iii) in the case of each named executive officer, that the named executive officer’s employment is terminated by Smurfit WestRock without cause, or if applicable, by the named executive officer for good reason, in each case, on that assumed Completion date.

The calculations in the table below do not include amounts that the named executive officers were already entitled to receive or which have vested as of the date of this proxy statement/prospectus.

In addition to the assumptions regarding the Completion Date and the termination of employment, these estimates are based on certain other assumptions that are described in the footnotes accompanying the table below. Further, these amounts do not attempt to forecast any additional equity or cash award grants, issuances or forfeitures that may occur, or future dividend equivalent units that may be accrued, prior to the Completion Date. The amounts presented do not reflect the impact of applicable withholding or other taxes. Accordingly, the ultimate values to be received by a named executive officer in connection with the Combination may differ from the amounts set forth below.

Golden Parachute Compensation

Name	Cash ($)(1)			Equity ($)(2)			Perquisites/​ Benefits ($)(3)			Total ($)
David B. Sewell	​	$	11,537,979	​	$	23,694,994	​	$	69,321	​	$	35,302,294
Alexander W. Pease	​	$	3,682,615	​	$	6,197,740	​	$	28,048	​	$	9,908,403
Patrick M. Kivits	​	$	3,372,894	​	$	3,858,028	​	$	35,619	​	$	7,266,541
Thomas M. Stigers	​	$	3,291,864	​	$	3,822,082	​	$	48,112	​	$	7,162,058
Denise R. Singleton	​	$	3,028,254	​	$	4,275,432	​	$	35,619	​	$	7,339,305

(1)

The cash amounts reflected in this column represent potential severance payments to each named executive officer pursuant to the named executive officer’s Change in Control Severance Agreement if the named executive officer’s employment is terminated by WestRock without cause or if the named executive officer resigns for good reason. The severance amounts, as described above, are “double-trigger” payments solely payable upon a named executive officer’s qualifying termination of employment within the two-year period following Completion. For more information, see the section of this proxy statement/prospectus entitled “The Combination — Interests of WestRock’s Directors and Executive Officers in the Combination — Payments Upon Termination At or Following a Change in Control.”

(2)

The amounts reflected in this column represent the value of WestRock Equity Awards that will be fully vested if the named executive officer’s employment is terminated by WestRock without cause or if the named executive officer resigns for good reason on the Completion Date. In the case of a performance-based WestRock RSU Award, the number of shares of WestRock Stock subject to such WestRock RSU Award as of immediately prior to the Merger Effective Time will be determined by deeming the applicable performance goals for any performance period that has not been completed as of the Merger Effective Time to be achieved at the greater of the target level and the average of the actual level of performance of similar awards over the last three years prior to the Completion Date, except that performance goals for any performance-based WestRock RSU Award granted after the date of the Transaction Agreement will be deemed achieved at the target level performance. The equity acceleration amounts are “double-trigger” amounts and accelerate solely upon a named executive officer’s qualifying

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termination of employment within the two-year period following Completion. For more information, see the section of this proxy statement/prospectus entitled “The Combination — Interests of WestRock’s Directors and Executive Officers in the Combination — Treatment and Quantification of WestRock Equity Awards.”

(3)

The amounts reflected in this column represent the value of (A) continued health coverage of the employer-portion of health premiums and (B) the estimated outplacement services payable to each named executive officer pursuant to the applicable Change in Control Severance Agreement if the named executive officer’s employment is terminated by WestRock without cause or if the named executive officer resigns for good reason, as set forth below:

Name	Health and Welfare Continuation			Outplacement
David B. Sewell	​	$	63,626	​	$	5,695
Alexander W. Pease	​	$	22,353	​	$	5,695
Patrick M. Kivits	​	$	29,924	​	$	5,695
Thomas M. Stigers	​	$	42,417	​	$	5,695
Denise R. Singleton	​	$	29,924	​	$	5,695

These amounts, as described above, are “double-trigger” payments solely payable upon a named executive officer’s qualifying termination of employment within the two-year period following Completion. For more information, see the section of this proxy statement/prospectus entitled “The Combination — Interests of WestRock’s Directors and Executive Officers in the Combination — Payments Upon Termination At or Following a Change in Control.”

Consents and Regulatory Approvals

Antitrust Clearance in the United States

Under the HSR Act, certain transactions, including the Combination, may not be completed until notifications have been given and information furnished to the Antitrust Division and the FTC, and all statutory waiting period requirements have been satisfied. The Combination is subject to the expiration or earlier termination of the applicable waiting period under the HSR Act. Smurfit Kappa and WestRock each filed their respective HSR Act notification forms on October 3, 2023. The applicable waiting period under the HSR Act expired at 11:59 p.m., Eastern Time, on November 2, 2023.

Non-U.S. Antitrust Clearances

Smurfit Kappa and WestRock derive revenues and have assets in other jurisdictions where merger control filings or clearances are necessary or recommended. The Combination cannot be consummated until the closing conditions relating to applicable filings or clearances under the Antitrust Laws in the required jurisdictions have been satisfied or waived. The Combination is conditional on, amongst other things, receiving merger control clearances or non-objections in the United States, the United Kingdom, the European Union, Mexico, Brazil, Colombia, Costa Rica, Serbia and South Africa. In addition to merger control clearances and non-objections, the Combination is also conditional on approval from the EU Commission under Regulation (EU) 2022/2560 of the European Parliament and of the Council of December 14, 2022 on foreign subsidies distorting the internal market.

The required merger control and regulatory clearances and non-objections in respect of the United States, the United Kingdom, Brazil, Colombia, Costa Rica, the European Union (including approval under the EU foreign subsidies regulation), Serbia and South Africa have been obtained as of April 24, 2024.

Smurfit Kappa and WestRock have also made merger control filings in a limited number of additional jurisdictions, but Completion is not conditioned on clearance from those jurisdictions having been obtained.

Irish High Court and Smurfit Kappa Shareholder Approval

Under the Irish Companies Act, the Scheme must be approved by way of a special majority of Smurfit Kappa Shareholders and the Irish High Court to become effective. At an initial directions hearing, Smurfit

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Kappa will seek orders from the Irish High Court to convene the Scheme Meeting to vote on the Scheme Resolution. The Scheme Resolution must be passed by the holders of three-fourths (75%) or more in value of the Smurfit Kappa Shares at the Scheme Voting Record Time, present and voting in person or by proxy, at the Scheme Meeting (or at any adjournment of such meeting). If the Scheme Resolution is passed at the Scheme Meeting and certain other conditions to the Scheme are satisfied or waived, including the EGM Resolutions being duly passed by the requisite majorities of Smurfit Kappa Shareholders at the Extraordinary General Meeting as further described below in the section of this proxy statement/prospectus entitled “The Transaction Agreement — Shareholder Meetings,” Smurfit Kappa will then seek approval of the Irish High Court for the Scheme at the Irish Court Hearing. It is expected that the initial directions hearing will take place on May 13, 2024, and the Scheme Meeting and the Extraordinary General Meeting will be convened for June 13, 2024. These dates are indicative and subject to change. Smurfit Kappa will announce any changes to these dates by announcement through a regulatory information service (i.e., any of the services authorized by the FCA from time to time for the purpose of disseminating regulatory announcements).

Debt Financing

On September 12, 2023, in connection with the entry into the Transaction Agreement, Smurfit Kappa entered into the Commitment Letter under which Citibank, N.A., London Branch and Citicorp North America Inc. arranged and underwrote a $1.5 billion senior unsecured bridge term loan for the purpose of financing (directly or indirectly) the Cash Consideration and/or fees, commissions, costs and expenses payable in relation to the Combination. On October 13, 2023, Smurfit Kappa entered into the Bridge Facility Agreement with the Bridge Facility Lenders. Upon entering into the Bridge Facility Agreement, the commitments under the Commitment Letter were cancelled.

On April 3, 2024, Smurfit Kappa Treasury completed the Offering. The issuance of the Notes automatically cancelled the commitments under the Bridge Facility Agreement. If Completion does not occur, the Notes will be subject to a Special Mandatory Redemption subject to the terms included in the section entitled “Debt Financing — Smurfit Kappa Treasury Notes,” where the Notes are described further. Absent any Special Mandatory Redemption, Smurfit Kappa Treasury intends to (a) use the proceeds from the Offering to (i) finance the payment of the Cash Consideration, (ii) finance the payment of fees, commissions, costs and expenses in relation to the Combination and the Offering and (iii) for general corporate purposes, including the repayment of indebtedness and (b) use an amount equivalent to the proceeds of the Offering to finance or refinance a portfolio of Eligible Green Projects in accordance with Smurfit Kappa’s Green Finance Framework, which Smurfit Kappa may, in the future, update in line with developments in the market.

Bridge Facility

Pursuant to the Bridge Facility Agreement, the Bridge Facility Lenders made available a $1.5 billion senior unsecured bridge loan facility. On April 3, 2024, Smurfit Kappa Treasury issued $2.75 billion in aggregate principal amount of the Notes, which automatically cancelled the commitments under the Bridge Facility Agreement.

Smurfit Kappa Treasury Notes

On April 3, 2024, Smurfit Kappa Treasury issued $2.75 billion aggregate principal amount of senior notes, comprised of:

•

$750 million aggregate principal amount of Smurfit Kappa Treasury’s 5.200% Senior Notes due 2030 (the “2030 Notes”);

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$1.0 billion aggregate principal amount of Smurfit Kappa Treasury’s 5.438% Senior Notes due 2034 (the “2034 Notes”); and

•

$1.0 billion aggregate principal amount of Smurfit Kappa Treasury’s 5.777% Senior Notes due 2054 (the “2054 Notes” and, together with the 2030 Notes and 2034 Notes, the “Notes” or the “Financing”).

The Notes were sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside the United States pursuant to Regulation S, under the

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Securities Act. Each series of Notes was issued under an indenture, dated April 3, 2024 (the “Indenture”), between, among others, Smurfit Kappa Treasury as issuer, Smurfit Kappa as parent guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), and are senior unsecured obligations of Smurfit Kappa Treasury, to be guaranteed by Smurfit WestRock and the other Post-Completion Additional Guarantors (as defined in the Indenture) following Completion.

The 2030 Notes bear interest at a rate of 5.200% per annum and will mature on January 15, 2030. The 2034 Notes bear interest at a rate of 5.438% per annum and will mature on April 3, 2034. The 2054 Notes bear interest at a rate of 5.777% per annum and will mature on April 3, 2054. Interest on the 2030 Notes is payable semi-annually on January 15 and July 15 of each year, beginning on July 15, 2024. Interest on the 2034 Notes and the 2054 Notes is payable semi-annually in arrears on April 3 and October 3 of each year, beginning on October 3, 2024.

Prior to (i) December 15, 2029 with respect to the 2030 Notes, (ii) January 3, 2034 with respect to the 2034 Notes and (iii) October 3, 2053 with respect to the 2054 Notes, Smurfit Kappa Treasury may redeem any series of the Notes at its option, in whole or in part, at a redemption price equal to the greater of the following amounts:

•

100% of the principal amount of the Notes to be redeemed; and

•

a make-whole premium as described in the Indenture, together with any accrued and unpaid interest thereon and any Additional Amounts (as defined in the Indenture), if any, to, but excluding, the redemption date.

On or after the applicable date with respect to each series of Notes as described in the previous paragraph, the redemption price for the Notes to be redeemed will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest on the Notes to be redeemed and any Additional Amounts (as defined in the Indenture), but excluding, the redemption date.

If (i) the Combination is not consummated prior to March 12, 2025, (ii) the Transaction Agreement is terminated at any time prior to March 12, 2025 (other than as a result of consummating the Combination) or (iii) Smurfit Kappa publicly announces at any time prior to March 12, 2025 that it will no longer pursue the consummation of the Combination, Smurfit Kappa Treasury will be required to redeem all of the outstanding Notes of each series pursuant to a Special Mandatory Redemption at a redemption price equal to 101% of the aggregate principal amount of the Notes of such series, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date (as defined in the Indenture).

Absent any Special Mandatory Redemption, Smurfit Kappa Treasury intends to (a) use the proceeds from the Offering to (i) finance the payment of the Cash Consideration, (ii) finance the payment of fees, commissions, costs and expenses in relation to the Combination and the Offering and (iii) for general corporate purposes, including the repayment of indebtedness and (b) use an amount equivalent to the proceeds of the Offering to finance or refinance a portfolio of Eligible Green Projects in accordance with Smurfit Kappa’s Green Finance Framework, which Smurfit Kappa may, in the future, update in line with developments in the market.

Upon the occurrence of a Change of Control Repurchase Event (as defined in the Indenture) with respect to a particular series of Notes, each Holder (as defined in the Indenture) will have the right to require Smurfit Kappa Treasury to repurchase all or any part of that Holder’s Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest and Additional Amounts, if any, thereon, to, but excluding, the date of purchase. Pursuant to the Indenture, the Combination will not be deemed to involve a Change of Control (as defined in the Indenture).

The Indenture contains covenants for the benefit of the holders of the Notes that, among other things, limit the ability of Smurfit Kappa Acquisitions Unlimited Company (a wholly owned subsidiary of Smurfit Kappa) and/or its subsidiaries, including Smurfit Kappa Treasury, as applicable, to:

•

enter into certain guarantees with respect to certain existing indebtedness or Public Indebtedness (as defined in the Indenture) without guaranteeing the Notes;

•

incur liens on their principal properties to secure indebtedness above a certain threshold other than Permitted Liens (as defined in the Indenture) or unless the Notes are equally and ratably secured; and

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•

undertake certain mergers, consolidations or sales of all, or substantially all, assets.

Smurfit Kappa Treasury is required to make available periodic financial reports under the Indenture. These covenants are subject to a number of qualifications and exceptions as set out in the Indenture.

Following Completion, Smurfit Kappa Treasury’s obligations under the Notes will be guaranteed by Smurfit WestRock and the other Post-Completion Additional Guarantors (as defined in the Indenture). As a result of such guarantee by Smurfit WestRock and the other Post-Completion Additional Guarantors, the holders of the Notes will be able to assert claims under such guarantee against Smurfit WestRock and the other Post-Completion Additional Guarantors, which, following the Combination, will have subsidiaries other than Smurfit Kappa and its subsidiaries. For more information on how Smurfit Kappa manages its liquidity and its capital resources, please see “Management’s Discussion and Analysis of the Financial Condition and Results of Operations of Smurfit Kappa — Liquidity and Capital Resources” and for a discussion on the potential risks associated with Smurfit Kappa’s debt, please see “Risk Factors — Risks Relating to Smurfit Kappa’s Business — Smurfit Kappa’s debt could adversely affect its financial health.”

Appraisal Rights of WestRock Stockholders

Appraisal Rights

If the Merger is consummated, stockholders and beneficial owners of WestRock Stock who do not vote in favor of the Transaction Proposal and who otherwise comply with, and do not validly withdraw their demands or otherwise lose their appraisal rights under the applicable provisions of Delaware law will be entitled to appraisal rights to receive, in cash, the “fair value” of their shares as determined by the Court of Chancery pursuant to Section 262 of the DGCL (“Section 262”). The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which may be accessed without subscription or cost at the Delaware Code Online (available at https://delcode.delaware.gov/title8/c001/sc09/index.html#262) and is incorporated herein by reference. The following summary does not constitute any legal or other advice and does not constitute a recommendation that stockholders exercise their appraisal rights under Section 262. All references in Section 262 and in this summary to a “stockholder” are to the record holder of shares of WestRock Stock unless otherwise expressly noted therein or herein, and all such references to a “beneficial owner” mean a person who is the beneficial owner of shares of WestRock Stock held either in voting trust or by a nominee on behalf of such person unless otherwise expressly noted therein or herein.

Under Section 262, if the Merger is consummated, stockholders and beneficial owners of WestRock Stock who (i) deliver a written demand for appraisal of their shares of WestRock Stock before the taking of the vote on the Transaction Proposal, (ii) do not vote in favor of the Transaction Proposal, (iii) continuously hold of record or beneficially own, as applicable, such shares through the effective date of the Merger, and (iv) otherwise comply with, and do not withdraw their demands or otherwise lose their appraisal rights under the applicable provisions set forth in Section 262, will be entitled to have their shares appraised by the Court of Chancery and to receive in lieu of the Merger Consideration payment in cash of the amount determined by the Court of Chancery to be the “fair value” of the shares of WestRock Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid on the amount determined to be “fair value.” However, assuming shares of WestRock Stock remain listed on a national securities exchange immediately before the Merger (which we expect to be the case), after an appraisal petition has been filed, the Court of Chancery will dismiss appraisal proceedings as to all WestRock Stockholders and beneficial owners otherwise entitled to appraisal rights unless (a) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of WestRock Stock (as measured in accordance with subsection (g) of Section 262) or (b) the value of the consideration provided in the Merger for such total number of shares exceeds $1 million (conditions (a) and (b), and the assumption that shares of WestRock Stock remain listed on a national securities exchange immediately before the Merger, are referred to in this summary as the “ownership thresholds”).

Under Section 262, where a merger proposal is to be submitted for adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders who was such on the record date for notice of such meeting with respect to shares for which appraisal rights are available

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that appraisal rights are available and include in the notice either a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement/prospectus constitutes WestRock’s notice to WestRock Stockholders that appraisal rights are available in connection with the Merger, and the full text of Section 262 may be accessed without subscription or cost at the Delaware Code Online (available at https://delcode.delaware.gov/title8/c001/sc09/index.html#262). In connection with the Merger, any holder or beneficial owner of WestRock Stock who wishes to exercise appraisal rights, or who wishes to preserve such person’s right to do so, should review Section 262 carefully. Failure to comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. Because of the complexity of the procedures for exercising the right to seek appraisal of shares of WestRock Stock, WestRock believes that if a WestRock Stockholder or beneficial owner is considering exercising appraisal rights, that person should seek the advice of legal counsel. A WestRock Stockholder or beneficial owner who loses his, her, or its appraisal rights will be entitled to receive the Merger Consideration as described in the Transaction Agreement upon surrender of the certificates that formerly represented such shares of WestRock Stock.

WestRock Stockholders and beneficial owners wishing to exercise the right to seek an appraisal of their shares of WestRock Stock must fully comply with Section 262, which means doing, among other things, ALL of the following:

•

the person must not vote in favor of the Transaction Proposal;

•

the person must deliver to WestRock a written demand for appraisal before the vote is taken on the Transaction Proposal at the WestRock Special Meeting;

•

the person must continuously hold or beneficially own, as applicable, the shares from the date of making the demand through the effective date of the Merger (a stockholder or beneficial owner will lose appraisal rights if the person transfers the shares before the Merger Effective Time); and

•

the person, another stockholder or beneficial owner who has properly demanded appraisal or the Surviving Corporation must file a petition in the Court of Chancery requesting a determination of the “fair value” of the shares within 120 days after the effective date of the Merger. The Surviving Corporation is under no obligation to file any petition and has no intention of doing so.

In addition, one of the ownership thresholds must be met.

If you fail to comply with any of these conditions and the Merger is completed, you will be entitled to receive the Merger Consideration, but you will have no appraisal rights with respect to your shares of WestRock Stock.

Because a proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the Transaction Proposal, a stockholder who votes by proxy and who wishes to exercise appraisal rights should not return a blank proxy, but rather must vote against the Transaction Proposal, abstain or not vote its shares.

Making a Written Demand

Any holder or beneficial owner of WestRock Stock wishing to exercise appraisal rights must deliver to WestRock, before the vote on the Transaction Proposal at the WestRock Special Meeting, a written demand for the appraisal of the stockholder’s or beneficial owner’s shares. The person making the written demand must be a stockholder of record or a beneficial owner, as applicable, on the date the written demand for appraisal is made, and such person much continue to hold or beneficially own, respectively, the shares as to which such demand relates through the effective date of the Merger.

A person wishing to exercise appraisal rights must not vote or submit a proxy in favor of the Transaction Proposal either by ballot or by proxy. In the case of a holder of record of WestRock Stock, a proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the Transaction Proposal, and it will cause such stockholder to lose his, her or its right to appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the Transaction

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Proposal or abstain from voting on the Transaction Proposal. In the case of a beneficial owner, brokers, banks and other nominees that hold shares of WestRock Stock in “street name” for their customers do not have discretionary authority to vote those shares on the Transaction Proposal without specific voting instructions from the beneficial owner on such proposal, but such brokers, banks or other nominees will vote such shares as instructed if the beneficial owner provides such instructions. If a beneficial owner of shares held in “street name” instructs such person’s broker, bank or other nominee to vote such person’s shares in favor of the Transaction Proposal, and does not revoke such instruction prior to the vote on the Transaction Proposal, then such shares will be voted in favor of the Transaction Proposal, and it will cause such beneficial owner to lose his, her or its right to appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a beneficial owner who wishes to exercise appraisal rights must either not provide any instructions to such person’s broker, bank or other nominee how to vote on the Transaction Proposal or must instruct such broker, bank or other nominee to vote against the Transaction Proposal or abstain from voting on such proposal.

Neither voting against the Transaction Proposal nor abstaining from voting or failing to vote on the Transaction Proposal will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the Transaction Proposal. A proxy or vote against the Transaction Proposal will not constitute a demand. A stockholder’s or beneficial owner’s failure to make the written demand prior to the taking of the vote on the Transaction Proposal at the Special Meeting will cause such person to lose her, her or its appraisal rights in connection with the Merger.

A demand for appraisal made by a WestRock Stockholders or beneficial owner should be executed by or on behalf of the holder of record or beneficial owner, as applicable, and must reasonably inform WestRock of the identity of such stockholder or beneficial owner. In addition, in the case of a demand for appraisal made by a WestRock beneficial owner, the demand must also reasonably identify the holder of record of the shares for which the demand is made, be accompanied by documentary evidence of the beneficial owner’s ownership of stock (such as a brokerage or securities account statement containing such information or a letter from the broker or other record holder of such shares confirming such information) and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which such beneficial owner consents to receive notices given by the Surviving Corporation under Section 262 and to be set forth on the verified list required by subsection (f) of Section 262 (discussed further below).

Whether made by a WestRock Stockholder or a beneficial owner, a written demand for appraisal must state that the person intends thereby to demand appraisal of the person’s shares in connection with the Merger. If the shares are held of record or beneficially owned in a fiduciary capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of such holder of record or beneficial owner, and if the shares are held of record or beneficially owned by more than one person, such as in a joint tenancy or a tenancy in common, the demand should be executed by or on behalf of all such joint holders of record or beneficial owners. An authorized agent, including an authorized agent for two or more joint stockholders or beneficial owners, may execute a demand for appraisal on behalf of a holder of record or beneficial owner; however, the agent must identify the record holder or holders or beneficial owner or owners, respectively, and should expressly disclose that, in executing the demand, the agent is acting as agent for the record holder or holders or beneficial owner or owners, as applicable.

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to:

WestRock Company
1000 Abernathy Road
Atlanta, Georgia 30328, United States
Attention: Corporate Secretary

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Any holder or beneficial owner of WestRock Stock who has delivered a written demand to WestRock and who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal in respect of some or all of such person’s shares and accept the Merger Consideration with respect to the shares subject to the withdrawal by delivering to WestRock a written withdrawal of the demand for appraisal within 60 days after the effective date of the Merger. However, any such attempt to withdraw the demand made more than 60 days after the effective date of the Merger will require written approval of the Surviving Corporation. No appraisal proceeding in the Court of Chancery will be dismissed as to any person without the approval of such court, and such approval may be conditioned upon such terms as the Court of Chancery deems just; provided, however, that this shall not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal in respect of some or all of such person’s shares and accept the Merger Consideration with respect to the shares subject to the withdrawal within 60 days after the effective date of the effective date of the Merger.

Notice by the Surviving Corporation

If the Merger is consummated, within 10 days after the effective date of the Merger, the Surviving Corporation will notify each WestRock Stockholder who has properly made a written demand for appraisal pursuant to Section 262 and who has not voted in favor of the Transaction Proposal, and any beneficial owner who has demanded appraisal in such person’s name pursuant to Section 262, that the Merger has become effective.

Filing a Petition for Appraisal

Within 120 days after the effective date of the Merger, the Surviving Corporation or any WestRock Stockholder or beneficial owner who has demanded appraisal of such person’s shares and otherwise complied with Section 262 and is entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a stockholder or beneficial owner, demanding a determination of the fair value of the shares held by all persons entitled to appraisal. If a petition for appraisal is not timely filed, then the right to an appraisal will cease. The Surviving Corporation is under no obligation, and has no present intention, to file such a petition, and WestRock Stockholders and beneficial owners should not assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the fair values of shares of WestRock Stock. Accordingly, a WestRock Stockholder or beneficial owner who desires to have their shares appraised by the Court of Chancery should assume that they will be responsible for filing a petition for appraisal with the Court of Chancery within the time and in the manner prescribed in Section 262. The failure of a WestRock Stockholder or beneficial owner to file such a petition for appraisal within the period specified in Section 262 could nullify the person’s previous written demand for appraisal.

Within 120 days after the effective date of the Merger, any person who has complied with the requirements of Section 262 for the exercise of appraisal rights will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares not voted in favor of the Merger and with respect to which WestRock received demands for appraisal, and the aggregate number of stockholders or beneficial owners holding or owning such shares of such common stock (provided that, in the case of a demand made by a beneficial owner in such person’s name, the record holder of such shares shall not be considered a separate stockholder holding such shares for purposes of such aggregate number). The Surviving Corporation must give this statement to the requesting person within 10 days after receipt of the written request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later.

If a petition for an appraisal is duly filed by any person other than the Surviving Corporation, service of a copy thereof must be made upon the Surviving Corporation, which will then be obligated within 20 days after such service to file with the Delaware Register in Chancery a duly verified list (which we refer to in this summary as the “verified list”) containing the names and addresses of all persons who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached. Upon the filing of any such petition, the Court of Chancery may order that notice of the time and place fixed for the hearing on the petition be mailed to the Surviving Corporation and all persons shown on the

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verified list at the addresses stated therein. The costs of these notices are borne by the Surviving Corporation. After notice to the stockholders and beneficial owners as required by the court, the Court of Chancery is empowered to conduct a hearing on the petition to determine those persons who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Court of Chancery may require the persons who demanded appraisal of their shares to submit their stock certificates (if any) to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and if any person fails to comply with the direction, the Court of Chancery may dismiss the proceedings as to such person. The Court of Chancery will dismiss appraisal proceedings as to all WestRock Stockholders and beneficial owners who are otherwise entitled to appraisal rights if neither of the ownership thresholds is met. If a petition for appraisal is not timely filed, then all WestRock Stockholders’ and beneficial owners’ right to an appraisal will cease.

Determination of Fair Value

After determining the persons entitled to appraisal, the appraisal proceeding will be conducted in accordance with the rules of the Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Court of Chancery will determine the “fair value” of the shares of WestRock Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the court in its discretion determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment will compound quarterly and accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date the judgment is paid. However, at any time before the Court of Chancery enters judgment in the appraisal proceedings, the Surviving Corporation may pay to each person entitled to appraisal an amount in cash, in which case such interest will accrue after the time of such payment only on an amount that equals the sum of (1) the difference, if any, between the amount so paid and the “fair value” of the shares as determined by the Court of Chancery, and (2) any interest accrued prior to the time of such voluntary payment, unless paid at such time. The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment.

In determining “fair value,” the Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining “fair value” in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of “fair value,” the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the Merger that throw any light on future prospects of the merged corporation. The Delaware Supreme Court has indicated that transaction price is one of the relevant factors the Court of Chancery may consider in determining “fair value” and that absent deficiencies in the sale process the transaction price should be given “considerable weight.” Section 262 provides that “fair value” is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Supreme Court of Delaware stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

WestRock Stockholders and beneficial owners considering seeking appraisal should be aware that the “fair value” of their shares as so determined by the Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to, and does not in any manner address, “fair value” under Section 262. Although WestRock believes that the Merger Consideration is fair, no representation is made as to the outcome of the appraisal of “fair value” as determined by the Court of Chancery, and stockholders and beneficial owners should recognize that such an appraisal could result in a

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determination of a value higher or lower than, or the same as, the Merger Consideration. Neither WestRock nor Smurfit Kappa anticipates offering more than the Merger Consideration to any person exercising appraisal rights. Each of WestRock and Smurfit Kappa reserves the right to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of WestRock Stock is less than the Merger Consideration.

Upon application by the Surviving Corporation or by any person entitled to participate in the appraisal proceeding, the Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to an appraisal. Any person whose name appears on the verified list may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights. When the fair value of the shares is determined, the Court of Chancery will direct the payment of such value, with interest thereon, if any, to the persons entitled thereto and upon such terms and conditions as the Court of Chancery may order. The Court of Chancery’s decree may be enforced as other decrees in the Court of Chancery may be enforced. The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Court of Chancery and taxed upon the parties as the Court of Chancery deems equitable under the circumstances. Upon application of a of a person whose name appears on the verified list who participated in the proceeding and incurred expenses in connection therewith, the Court of Chancery may also order that all or a portion of such expenses, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to an appraisal not dismissed by the Court of Chancery pursuant to Section 262(k). In the absence of such determination or assessment, each party bears its own expenses.

From and after the effective date of the Merger, no person who has demanded appraisal rights with respect to some or all of such person’s shares will be entitled to vote such shares of WestRock Stock for any purpose, or to receive payment of dividends or other distributions on the stock, except dividends or other distributions on the holder’s shares of WestRock Stock, if any, payable to WestRock Stockholders of record as of a time prior to the Merger Effective Time.

If any WestRock Stockholder or beneficial owner who demands appraisal of his, her or its shares of WestRock Stock under Section 262 fails to perfect, or otherwise loses, such person’s right to appraisal, such person’s shares WestRock Stock will be deemed to have been converted at the Merger Effective Time into the Merger Consideration, less applicable withholding taxes. A person will fail to perfect, or effectively lose, his, her or its right to appraisal if no petition for appraisal is filed within 120 days after the effective date of the Merger or if neither of the ownership thresholds is met. As described above, a person may validly withdraw such person’s demand for appraisal if the person delivers to the Surviving Corporation a written withdrawal of the person’s demand for appraisal in respect of some or all of such person’s shares and an acceptance of the Merger Consideration with respect to the shares subject to the withdrawal in accordance with Section 262.

Failure to comply with all of the procedures set forth in Section 262 may result in the loss of statutory appraisal rights. Consequently, any WestRock Stockholder or beneficial owner wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

WESTROCK STOCKHOLDERS WHO VOTE SHARES IN FAVOR OF THE TRANSACTION PROPOSAL WILL NOT BE ENTITLED TO EXERCISE APPRAISAL RIGHTS WITH RESPECT THERETO BUT, RATHER, WILL RECEIVE THE MERGER CONSIDERATION.

The foregoing summary of the rights of WestRock Stockholders and beneficial owners to seek appraisal rights under Delaware law does not purport to be a complete statement of the procedures to be followed by such persons to exercise any appraisal rights available thereunder and is qualified in its entirety by reference to Section 262, which may be accessed without subscription or cost at the Delaware Code Online (available at https://delcode.delaware.gov/title8/c001/sc09/index.html#262). The proper exercise of appraisal rights requires adherence to the applicable provisions of the DGCL.

Material U.S. Federal Income and Irish Tax Considerations

Material U.S. Federal Income Tax Considerations

The following discussion is a general summary based on present law of certain U.S. federal income tax considerations that may be relevant to (i) U.S. Holders and Non-U.S. Holders (each as defined below) of

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the Combination and (ii) to U.S. Holders of holding and disposing of Smurfit WestRock Shares after the Combination. The following does not constitute tax advice. This discussion is based upon the Code, the Treasury Regulations promulgated thereunder, judicial authorities and published positions of the IRS, all as currently in effect, and all of which are subject to change or differing interpretations, possibly with retroactive effect, and any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth herein.

This discussion is for general information purposes only and is not a complete description of all tax considerations that may be relevant to holders of Smurfit Kappa Shares or holders of WestRock Stock; it is not a substitute for tax advice. It applies only to holders that hold their Smurfit Kappa Shares or WestRock Stock, as applicable, and will hold the Smurfit WestRock Shares received in the Combination, as capital assets within the meaning of Section 1221(a) of the Code (generally, property held for investment). In addition, it does not describe all of the U.S. federal income tax considerations that may be relevant to a holder of Smurfit Kappa Shares or a holder of WestRock Stock in light of such holder’s particular circumstances, nor does it apply to holders subject to special rules under the U.S. federal income tax laws, such as banks or other financial institutions, insurance companies, tax-exempt entities and organizations, brokers or dealers in securities, currencies or commodities, traders in securities that elect a mark-to-market method of accounting, regulated investment companies, real estate investment trusts, partnerships and other pass-through entities (including S-corporations) and investors therein, certain former citizens or former long-term residents of the United States, U.S. Holders whose “functional currency” is not the U.S. dollar, pension funds, individual retirement and other tax deferred accounts, “controlled foreign corporations,” “passive foreign investment companies,” “personal holding companies,” persons liable for any alternative minimum tax, persons required to accelerate the recognition of any item of gross income as a result of such income being recognized on an “applicable financial statement,” persons that directly, indirectly or constructively own, or at any time during the five-year period ending on the Completion Date owned, 5% or more of the total combined voting power of Smurfit Kappa, WestRock or Smurfit WestRock voting stock or of the total value of Smurfit Kappa, WestRock or Smurfit WestRock’s equity interests, persons who received their Smurfit Kappa Shares or WestRock Stock through the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan, holders of WestRock Stock who exercise appraisal rights, U.S. Holders that hold their Smurfit Kappa Shares or WestRock Stock, or who will hold the Smurfit WestRock Shares, in connection with a permanent establishment or fixed base outside the United States, or holders that hold their Smurfit Kappa Shares or WestRock Stock as part of a hedge, straddle, conversion, constructive sale or other integrated or risk reduction financial transaction. This summary also does not address any considerations relating to U.S. federal taxes other than the income tax (such as estate or gift taxes), any U.S. state and local, or non-U.S. tax laws or considerations, the Medicare tax on net investment income, any considerations with respect to any withholding required pursuant to the Foreign Account Tax Compliance Act of 2010 (including the Treasury Regulations promulgated thereunder and any intergovernmental agreements entered in connection therewith and any laws, regulations or practices adopted in connection with any such agreement), or, except as expressly addressed below, any reporting requirements.

As used in this section, “U.S. Holder” means a beneficial owner of Smurfit Kappa Shares or WestRock Stock, as applicable, and, after the Combination, a beneficial owner of Smurfit WestRock Shares received in the Combination, that is, for U.S. federal income tax purposes: (i) a citizen or individual resident of the United States, (ii) a corporation, or other entity or arrangement taxable as a corporation, created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (iii) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust; or (iv) an estate the income of which is subject to U.S. federal income taxation regardless of its source.

A “Non-U.S. Holder” is a beneficial owner of Smurfit Kappa Shares or WestRock Stock, as applicable, and, after the Combination, a beneficial owner of Smurfit WestRock Shares received in the Combination, that is neither a U.S. Holder nor a partnership (or an entity or arrangement treated as a partnership) for U.S. federal income tax purposes.

The U.S. federal income tax treatment of a partner in a partnership for U.S. federal income tax purposes (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) exchanging its Smurfit Kappa Shares or WestRock Stock, as applicable, in the Combination or holding or

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disposing of Smurfit WestRock Shares received in the Combination, generally will depend on the status of the partner and the activities of the partnership. Partnerships and persons treated as partners in partnerships that hold Smurfit Kappa Shares or WestRock Stock, as applicable, should consult their own tax advisors regarding the specific U.S. federal income tax consequences to them of participating in the Combination and acquiring, owning and disposing of Smurfit WestRock Shares.

The following discussion does not purport to be a complete analysis or discussion of all U.S. federal income tax considerations relating to the Combination or to the ownership and disposition of Smurfit WestRock Shares. All holders of Smurfit Kappa Shares or WestRock Stock, as applicable, should consult their own tax advisors as to the specific tax consequences to them of the Combination and of the ownership and disposition of Smurfit WestRock Shares, including with respect to reporting requirements and the applicability and effect of any U.S. federal, state, local, non-U.S. or other tax laws in light of their particular circumstances.

U.S. Federal Income Tax Treatment of Smurfit WestRock

A corporation organized under non-U.S. law, such as Smurfit WestRock, is generally treated as a foreign corporation for U.S. federal income tax purposes. Section 7874 of the Code provides an exception to this general rule under which a corporation otherwise treated as a foreign corporation may be treated as a U.S. corporation for U.S. federal income tax purposes if, following an acquisition of a U.S. corporation by the foreign corporation, at least 80% of the acquiring foreign corporation’s stock (by vote or value) is considered to be held by former shareholders of the U.S. corporation by reason of holding stock of such U.S. corporation (such percentage is referred to as the “ownership percentage”), and the “expanded affiliated group” which includes the acquiring foreign corporation does not have “substantial business activities” in the country in which the acquiring foreign corporation was created or organized. If Smurfit WestRock were to be treated as a U.S. corporation for U.S. federal income tax purposes, Smurfit WestRock and its subsidiaries could be subject to substantial additional U.S. federal income tax liability, and U.S. withholding taxes may apply to payments made to Smurfit WestRock shareholders.

In addition, even if Smurfit WestRock were not treated as a U.S. corporation, Section 7874 of the Code may cause Smurfit WestRock to be subject to certain unfavorable U.S. federal income tax rules in the event that the ownership percentage attributable to former WestRock Stockholders is at least 60% and the “expanded affiliated group” which includes the acquiring foreign corporation does not have “substantial business activities” in the country in which the acquiring foreign corporation was created or organized. If Smurfit WestRock were to be subject to these rules, Smurfit WestRock and its subsidiaries could be subject to adverse tax consequences including restrictions on the use of tax attributes with respect to “inversion gain” recognized over a 10-year period following the transaction and its U.S. shareholders could be subject to a higher rate of tax on any dividends.

Based on the percentage of Smurfit WestRock Shares to be received by WestRock Stockholders in the Combination and current law, Smurfit WestRock does not currently expect Section 7874 of the Code to apply so as to cause Smurfit WestRock to be treated as a U.S. corporation or otherwise subject Smurfit WestRock to certain unfavorable tax rules for U.S. federal income tax purposes. However, the ownership of Smurfit WestRock for purposes of Section 7874 of the Code must be finally determined after Completion, by which time there could be adverse changes to the relevant facts and circumstances. In addition, the rules for determining ownership under Section 7874 of the Code are complex, unclear and subject to change. Accordingly, there can be no assurance that the IRS would not assert that Smurfit WestRock should be treated as a U.S. corporation for U.S. federal income tax purposes or that such an assertion would not be sustained by a court.

Holders are urged to consult with their tax advisors regarding the potential application of Section 7874 of the Code and the Treasury Regulations promulgated thereunder to the Combination. The remainder of this discussion assumes that Smurfit WestRock will not be treated as a U.S. corporation by reason of Section 7874 of the Code.

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Tax Consequences of the Combination

Smurfit Kappa Share Exchange

Tax Consequences to Holders of Smurfit Kappa Shares

Unless otherwise noted, the legal conclusions set forth under this section “— Material U.S. Federal Income Tax Considerations — Tax Consequences of the Combination — Smurfit Kappa Share Exchange” relating to the material U.S. federal income tax consequences of the Smurfit Kappa Share Exchange to U.S. Holders and Non-U.S. Holders of Smurfit Kappa Shares, and subject to the limitations, assumptions and qualifications described herein and in the opinion filed as Exhibit 8.1, are the opinion of Wachtell, Lipton, Rosen & Katz, special counsel to Smurfit Kappa.

For U.S. federal income tax purposes, the Smurfit Kappa Share Exchange is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. However, this conclusion is not free from doubt, and the receipt of an opinion from counsel on the qualification of the Smurfit Kappa Share Exchange as a “reorganization” for U.S. federal income tax purposes is not a condition to the Smurfit Kappa Share Exchange. Smurfit Kappa, WestRock and Smurfit WestRock have not sought and will not seek any ruling from the IRS regarding the qualification of the Smurfit Kappa Share Exchange as a “reorganization” within the meaning of Section 368(a) of the Code. Consequently, there can be no assurance that the IRS will not challenge the qualification of the Smurfit Kappa Share Exchange as a “reorganization” or that a court would not sustain such a challenge. If the Smurfit Kappa Share Exchange does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, U.S. Holders of Smurfit Kappa Shares will recognize gain or loss for U.S. federal income tax purposes on the receipt of Smurfit WestRock Shares in exchange for Smurfit Kappa Shares pursuant to the Smurfit Kappa Share Exchange.

If the Smurfit Kappa Share Exchange qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, the U.S. federal income tax consequences of the Smurfit Kappa Share Exchange to U.S. Holders and Non-U.S. Holders of Smurfit Kappa Shares generally are as follows:

•

a U.S. Holder or Non-U.S. Holder of Smurfit Kappa Shares will not recognize gain or loss upon the exchange of such holder’s Smurfit Kappa Shares for Smurfit WestRock Shares pursuant to the Smurfit Kappa Share Exchange;

•

the aggregate tax basis of the Smurfit WestRock Shares such U.S. Holder or Non-U.S. Holder of Smurfit Kappa Shares receives pursuant to the Smurfit Kappa Share Exchange will be equal to the aggregate tax basis of the Smurfit Kappa Shares exchanged therefor; and

•

the holding period of the Smurfit WestRock Shares received by a U.S. Holder or Non-U.S. Holder pursuant to the Smurfit Kappa Share Exchange will include such holder’s holding period of the Smurfit Kappa Shares surrendered in exchange therefor.

The Merger

Tax Consequences for U.S. Holders of WestRock Stock

In General

The receipt of Smurfit WestRock Shares and cash in exchange for WestRock Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. Subject to the discussion below relating to the potential application of Section 304 of the Code under “— Potential Application of Section 304 of the Code to U.S. Holders of WestRock Stock That Also Own Smurfit WestRock Shares” a U.S. Holder of WestRock Stock that receives Smurfit WestRock Shares and cash pursuant to the Merger will generally recognize taxable gain or loss equal to the difference between (1) the sum of the fair market value of the Smurfit WestRock Shares and any cash received as consideration in the Merger and (2) such U.S. Holder’s adjusted tax basis in the WestRock Stock surrendered in the exchange. U.S. Holders must determine such gain or loss separately for separate blocks of WestRock Stock held by such holder (i.e., shares acquired at different times and prices).

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Any gain or loss recognized by a U.S. Holder on the receipt of Smurfit WestRock Shares and cash for WestRock Stock generally will be capital gain or loss and will be long-term capital gain or loss if a U.S. Holder’s holding period in such shares exceeds one year at the time of the Merger. Long-term capital gains recognized by non-corporate U.S. Holders are generally eligible to be taxed at preferential rates. The deductibility of capital losses is subject to limitations. A U.S. Holder’s initial tax basis in the Smurfit WestRock Shares it receives in the Merger will equal the fair market value of such shares. All U.S. Holders are urged to consult their own tax advisors as to the consequences of the exchange of WestRock Stock for Smurfit WestRock Shares pursuant to the Merger.

Potential Application of Section 304 of the Code to U.S. Holders of WestRock Stock That Also Own Smurfit WestRock Shares

The receipt of consideration by holders of WestRock Stock in the Merger may be subject to Section 304 of the Code. As a result, and as further described below, instead of recognizing taxable gain or loss as described above, a holder of WestRock Stock whose percentage ownership interest in Smurfit WestRock (including by attribution) immediately after the Merger is not lower than its percentage ownership interest in WestRock (including by attribution) prior to the Merger by an amount that satisfies the “substantially disproportionate” or “not essentially equivalent to a dividend” tests described below, may recognize as dividend income in an amount up to the sum of the fair market value of the Smurfit WestRock Shares and the amount of cash received in the Merger, regardless of its gain realized in the Merger. The percentage ownership of a holder in Smurfit WestRock immediately after the Merger will be determined after taking into account sales (or purchases) of shares of Smurfit WestRock made by such holder (or by persons whose shares are attributed to such holder) in connection with the Combination.

If Section 304 of the Code applies to the Merger, the distribution treatment under Section 304 will only apply to a U.S. Holder if the U.S. Holder’s receipt of Smurfit WestRock Shares and cash in exchange for its WestRock Stock in the Merger is not “substantially disproportionate” or is “not essentially equivalent to a dividend.” That determination generally requires a comparison of (x) the percentage of the outstanding stock of WestRock Stock that a U.S. Holder is deemed actually and constructively to have owned immediately before the Merger and (y) the percentage of the outstanding stock of Smurfit WestRock that is actually and constructively owned by such U.S. Holder immediately after the Merger.

The Merger will generally result in a “substantially disproportionate” exchange with respect to a holder if the percentage described in (y) above is less than 80% of the percentage described in (x) above. Whether the Merger results in an exchange that is “not essentially equivalent to a dividend” with respect to a holder will depend on such holder’s particular circumstances. At a minimum, however, for the Merger to be “not essentially equivalent to a dividend,” it must result in a “meaningful reduction” in the holder’s deemed percentage stock ownership of WestRock Stock, as determined by comparing the percentage described in (y) above to the percentage described in (x) above. The IRS has indicated that a minority shareholder in a publicly traded corporation will experience a “meaningful reduction” if the minority shareholder (i) has a minimal percentage stock interest, (ii) exercises no control over corporate affairs and (iii) experiences any reduction in its percentage stock interest.

In applying the above tests, a holder may, under constructive ownership rules, be deemed to own stock that is owned by other persons or stock underlying a holder’s option to purchase stock in addition to the stock actually owned by the holder. In addition, as noted above, sales (or purchases) of WestRock Stock and Smurfit WestRock Shares made by such holder (or by persons whose shares are attributed to the holder) in connection with the Merger will be taken into account. Holders should consult their own tax advisors regarding the application of these tests to them in light of their particular circumstances.

If, as described above, a U.S. Holder is treated as receiving a distribution under Section 304 of the Code in respect of the Smurfit WestRock Shares and cash such holder receives in the Merger, such distribution will generally constitute a dividend for U.S. federal income tax purposes (in an amount equal to the fair market value of the Smurfit WestRock Shares and cash received) to the extent of such U.S. Holder’s allocable share of WestRock’s current and accumulated earnings and profits, as determined under U.S. federal income tax principles. Non-corporate U.S. Holders may be eligible for a reduced rate of taxation on the deemed dividend arising under Section 304. To the extent that a corporate U.S. Holder of WestRock Stock is treated as having received a dividend pursuant to Section 304, such dividend may constitute an

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“extraordinary dividend” within the meaning of Section 1059 of the Code. Corporate U.S. Holders of WestRock Stock are urged to consult their own tax advisors as to the impact of receiving an extraordinary dividend in light of their facts and circumstances.

To the extent that the amount of any distribution under Section 304 exceeds a U.S. Holder’s allocable share of WestRock’s current and accumulated earnings and profits for the taxable year of the Merger, the distribution will constitute a return of capital that will be first applied against and reduce (but not below zero) a U.S. Holder’s adjusted tax basis in its WestRock Stock, and to the extent the amount of the distribution exceeds such tax basis, the excess will be taxed as capital gain recognized on a sale or exchange. The amount of any such gain will be taxed as described above under “— In General.”

Section 304 of the Code and the Treasury Regulations and guidance thereunder are complex. A holder that actually or constructively owns WestRock Stock and actually or constructively owns Smurfit Kappa Shares (and will actually or constructively own Smurfit WestRock Shares issued in exchange for such Smurfit Kappa Shares pursuant to the Smurfit Kappa Share Exchange) in connection with Combination should consult its own tax advisor with respect to the application of Section 304 of the Code to its facts and circumstances, and regarding the potential desirability of selling its shares in either WestRock or Smurfit Kappa before the Combination.

Tax Consequences for Non-U.S. Holders of WestRock Stock

In General

Subject to the discussion below relating to the potential application of Section 304 of the Code under “— Potential Application of Section 304 of the Code to Non-U.S. Holders of WestRock Stock That Also Own Smurfit WestRock Shares,” and subject to the discussion below under “— Information Reporting and Backup Withholding,” a Non-U.S. Holder that exchanges WestRock Stock for Smurfit WestRock Shares and cash in the Merger generally will not be subject to U.S. federal income or withholding tax on any gain recognized as a result of the Merger unless:

•

the gain is effectively connected with a trade or business conducted by the Non-U.S. Holder within the United States (and, if required by an applicable tax treaty, is attributable to a permanent establishment or fixed base of such Non-U.S. Holder in the United States); or

•

the Non-U.S. Holder is an individual and is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met.

Gain described in the first bullet point above generally will be subject to U.S. federal income tax in the same manner as if such holder were a U.S. person, as described above under “— Tax Consequences for U.S. Holders of WestRock Stock.” A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax equal to 30% (or such lower rate as may be specified by an applicable income tax treaty) of its effectively connected earnings and profits for the taxable year, as adjusted for certain items. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

Any gain described in the second bullet point above generally will be subject to U.S. federal income tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty), but may be offset by U.S.-source capital losses of the Non-U.S. Holder, if any, provided that the holder has timely filed U.S. federal income tax returns with respect to such losses.

Potential Application of Section 304 of the Code to Non-U.S. Holders of WestRock Stock That Will Also Own Smurfit WestRock Shares

As discussed above under “— Potential Application of Section 304 of the Code to U.S. Holders of WestRock Stock That Also Own Smurfit WestRock Shares,” the receipt of consideration by Holders of WestRock Stock in the Merger may be subject to Section 304 of the Code. If Section 304 applies, under the circumstances described in that discussion above, certain Non-U.S. Holders of WestRock Stock may be treated as receiving a dividend in an amount up to the sum of the fair market value of the Smurfit WestRock Shares and cash received in the Merger. The payment of any portion of the Merger Consideration that is treated as a dividend to a Non-U.S. Holder as a result of the application of Section 304 of the Code generally

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will be subject to U.S. withholding tax at a 30% rate (or such lower rate as may be specified by an applicable income tax treaty). Because the application of Section 304 of the Code depends on a non-U.S. Holder’s particular facts and circumstances, and because it is not possible to determine the amount of current and accumulated earnings and profits until the end of the taxable year in which the Merger occurs, withholding agents may not be able to determine whether (or to what extent) a Non-U.S. Holder is treated as receiving a dividend for U.S. federal income tax purposes as a result of the Merger. Therefore, withholding agents may withhold at a 30% rate (or such lower rate as may be specified by an applicable income tax treaty) on the gross amount of the Merger Consideration paid to all Non-U.S. Holders, unless a withholding agent has established special procedures allowing Non-U.S. Holders that are exempt from such withholding tax (or eligible for a reduced rate of withholding under an applicable tax treaty) to certify their exemption to the withholding agent. In order to obtain a reduced rate of withholding under a tax treaty, a Non-U.S. Holder claiming such reduced rate will be required to deliver a properly completed and executed Form W-8BEN or W-8BEN-E to the applicable withholding agent. Non-U.S. Holders may seek a refund from the IRS of any over withheld amounts.

Section 304 of the Code and the Treasury Regulations and guidance thereunder are complex. A Non-U.S. Holder that actually or constructively owns WestRock Stock and actually or constructively owns Smurfit Kappa Shares (and will actually or constructively own Smurfit WestRock Shares issued in exchange for such Smurfit Kappa Shares pursuant to the Smurfit Kappa Share Exchange) in connection with the Combination, should consult its own tax advisor with respect to the application of Section 304 of the Code to its particular facts and circumstances. A Non-U.S. Holder of WestRock Stock that also owns Smurfit Kappa Shares should consult its own tax advisors regarding the potential desirability of selling its shares in either WestRock or Smurfit Kappa before the Combination.

Information Reporting and Backup Withholding

The receipt by a U.S. Holder of WestRock Stock in the Merger of Smurfit WestRock Shares and cash may be subject to information reporting, unless the U.S. Holder provides the withholding agent with proof of an applicable exemption. Payments that are subject to information reporting may also be subject to backup withholding, unless the U.S. Holder provides the applicable withholding agent with a properly completed and executed IRS Form W-9 providing such U.S. Holder’s correct taxpayer identification number and certifying that such holder is not subject to backup withholding, or otherwise establishes an exemption. Non-U.S. Holders of WestRock Stock may be required to comply with certification and identification procedures to establish an exemption from information reporting and backup withholding on receipt of Smurfit WestRock Shares and cash in the Merger. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a holder generally will be allowed as a credit against such holder’s U.S. federal income tax liability, if any, and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

Ownership and Disposition of Smurfit WestRock Shares

U.S. Holders

Distributions

Subject to the discussion below under the subsection entitled “— Passive Foreign Investment Company Rules,” the gross amount of any distributions with respect to Smurfit WestRock Shares (including the amount of any non-U.S. withholding taxes with respect to such distribution), generally will constitute a dividend for U.S. federal income tax purposes to the extent paid out of Smurfit WestRock’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be first applied against and reduce (but not below zero) a U.S. Holder’s adjusted tax basis in its Smurfit WestRock Shares. Any remaining excess will be treated as gain recognized on the sale or other taxable disposition of Smurfit WestRock Shares, and will be treated as described below under the subsection entitled “— Sale, Taxable Exchange or Other Taxable Disposition.” However, Smurfit WestRock does not expect to maintain contemporaneous calculations of its earnings and profits in accordance with U.S. federal income tax

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accounting principles. A U.S. Holder should therefore assume that any distribution by Smurfit WestRock with respect to the Smurfit WestRock Shares will be reported as dividend income.

Any dividends paid by Smurfit WestRock generally will not be eligible for the dividends received deduction generally allowed to U.S. corporations in respect of dividends received from other U.S. corporations. Subject to the discussion below under the subsection entitled “— Passive Foreign Investment Company Rules,” certain dividends received from a “qualified foreign corporation” by eligible non-corporate U.S. Holders that satisfy a minimum holding period and certain other requirements generally will be taxed at the preferential rate applicable to qualified dividend income. For these purposes, a foreign corporation will be treated as a qualified foreign corporation if it is eligible for the benefits of a comprehensive income tax treaty with the United States that meets certain requirements. The U.S. Treasury Department has determined that the income tax treaty between Ireland and the United States meets these requirements, and Smurfit WestRock believes that it is eligible for benefits under such tax treaty. A foreign corporation is also treated as a qualified foreign corporation with respect to dividends it pays on shares that are readily tradable on an established securities market in the United States. U.S. Treasury guidance indicates that shares listed on the NYSE (which Smurfit WestRock Shares are expected to be) will be considered readily tradable on an established securities market in the United States. There can be no assurance that Smurfit WestRock Shares will be considered readily tradable on an established securities market in the current or future taxable years. Non-corporate U.S. Holders that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code (dealing with the deduction for investment interest expense) will not be eligible for the reduced rates of taxation regardless of Smurfit WestRock’s status as a qualified foreign corporation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. Notwithstanding the foregoing, Smurfit WestRock will not constitute a qualified foreign corporation for purposes of these rules if it is a passive foreign investment company for the taxable year in which it pays a dividend or for the preceding taxable year. See “— Passive Foreign Investment Company Rules” below.

Dividends paid in a currency other than U.S. dollars will be included in income in a U.S. dollar amount based on the exchange rate in effect on the date the dividend is includible in the U.S. Holder’s income, whether the currency is converted into U.S. dollars or not at that time. A U.S. Holder’s tax basis in the non-U.S. currency will equal the U.S. dollar amount included in income. Any gain or loss realized on a subsequent conversion or other disposition of the non-U.S. currency for a different U.S. dollar amount generally will be U.S. source ordinary income or loss. If dividends paid in a currency other than U.S. dollars are converted into U.S. dollars on the day they are received, a U.S. Holder generally will not be required to recognize foreign currency gain or loss in respect of the dividend income.

Subject to applicable limitations that may vary depending upon the circumstances, foreign taxes withheld from dividends on Smurfit WestRock Shares may be treated as foreign taxes eligible for credit against a U.S. Holder’s federal income tax liability under the U.S. foreign tax credit rules. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. The rules governing foreign tax credits are complex and, therefore, holders should consult their own tax advisors regarding the availability of foreign tax credits in their particular circumstances.

Sale, Taxable Exchange or Other Taxable Disposition

Subject to the discussion below under the subsection entitled “— Passive Foreign Investment Company Rules,” in the event of any future sale or other taxable disposition of Smurfit WestRock Shares, a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition and (ii) the U.S. Holder’s adjusted tax basis in the disposed Smurfit WestRock Shares. Any such capital gain or loss generally will be long-term capital gain or loss if a U.S. Holder’s holding period for the disposed Smurfit WestRock Shares exceeds one year. Long-term capital gains recognized by non-corporate U.S. Holders are generally eligible to be taxed at preferential rates. The deductibility of capital losses is subject to limitations.

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Passive Foreign Investment Company Rules

A foreign corporation, such as Smurfit WestRock, will be classified as a “passive foreign investment company” ​(“PFIC”) for U.S. federal income tax purposes for any taxable year in which, after the application of certain look-through rules, either: (i) 75% or more of its gross income for such taxable year is “passive income” as defined in the relevant provisions of the Code (e.g., dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains), or (ii) 50% or more of the total value of its assets (based on an average of the quarterly values of the assets during such year) is attributable to assets, including cash, that produce “passive income” or are held for the production of “passive income.” Although it is not free from doubt, based on the expected composition of Smurfit WestRock’s (and its wholly owned subsidiaries’) gross assets and income and the manner in which Smurfit WestRock (and its wholly owned subsidiaries) will operate its business, Smurfit WestRock does not believe that it will be classified as a PFIC for U.S. federal income tax purposes for the taxable year that includes the Combination. However, the determination of PFIC status is fundamentally factual in nature, depends on the application of complex U.S. federal income tax rules that are subject to differing interpretations and generally cannot be determined until the close of the taxable year in question. Accordingly, there can be no assurance that Smurfit WestRock will not be a PFIC for the taxable year that includes the Combination or any future taxable year.

If Smurfit WestRock is a PFIC in any taxable year during which a U.S. Holder owns Smurfit WestRock Shares, such U.S. Holder could be liable for additional taxes and interest charges upon certain distributions by Smurfit WestRock and on any gain recognized on a sale, exchange or other disposition, including a pledge, of the Smurfit WestRock Shares, whether or not Smurfit WestRock continues to be a PFIC. In addition, certain annual tax reporting would be required. U.S. Holders should consult their tax advisors concerning the tax consequences to them if Smurfit WestRock is a PFIC and certain tax elections such U.S. Holders may wish to make to mitigate any adverse tax consequences that might arise in the event that Smurfit WestRock is a PFIC.

Information Reporting and Backup Withholding

Generally, information reporting requirements may apply in connection with cash payments made to U.S. Holders in respect of Smurfit WestRock Shares. Backup withholding tax may apply to amounts subject to reporting unless the U.S. Holder provides the applicable withholding agent with a properly completed and executed IRS Form W-9 providing such U.S. Holder’s correct taxpayer identification number and certifying that such holder is not subject to backup withholding, or otherwise establishes an exemption.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder generally will be allowed as a credit against such holder’s U.S. federal income tax liability, if any, and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

THE DISCUSSION ABOVE IS BASED ON CURRENT LAW. LEGISLATIVE, ADMINISTRATIVE OR JUDICIAL CHANGES OR INTERPRETATIONS, WHICH CAN APPLY RETROACTIVELY, COULD AFFECT THE ACCURACY OF THE STATEMENTS SET FORTH THEREIN. THE DISCUSSION ABOVE IS FOR GENERAL INFORMATION PURPOSES ONLY. IT DOES NOT ADDRESS TAX CONSIDERATIONS THAT MAY VARY WITH, OR ARE CONTINGENT ON, A HOLDER’S INDIVIDUAL CIRCUMSTANCES NOR THE APPLICATION OF ANY U.S. NON-INCOME TAX LAWS OR THE LAWS OF ANY STATE, LOCAL OR NON-U.S. JURISDICTION. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING SUCH MATTERS AND THE TAX CONSEQUENCES OF THE COMBINATION AND THE OWNERSHIP AND DISPOSITION OF SMURFIT WESTROCK SHARES.

Irish Tax Considerations

Scope of Summary

The following is a general summary of the material Irish tax considerations of (a) the Combination generally expected to be applicable to certain beneficial owners of Smurfit Kappa Shares and WestRock

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Stock; and (b) owning and disposing of Smurfit WestRock Shares after the Combination. The summary contained in this section is based on Smurfit Kappa’s understanding of existing Irish tax laws and the published practice of the Revenue Commissioners of Ireland (“Irish Revenue”) at the date of this proxy statement/prospectus. Legislative, administrative or judicial changes may modify the tax consequences described in this section, possibly with retroactive effect. Furthermore, Smurfit Kappa can provide no assurances that the tax consequences contained in this summary will not be challenged by Irish Revenue or will be sustained by an Irish court if they were to be challenged.

The following summary does not constitute tax advice and is intended only as a general guide. The following summary is not exhaustive and Smurfit Kappa Shareholders, WestRock Stockholders and Smurfit WestRock Shareholders should consult their own tax advisors about the Irish tax consequences (and the tax consequences under the laws of other relevant jurisdictions), which may arise as a result of the Combination and the acquisition, ownership and disposition of Smurfit WestRock Shares in the future. Furthermore, the following summary applies only to Smurfit Kappa Shareholders and WestRock Stockholders who currently hold, and Smurfit WestRock Shareholders who will hold, their shares as capital assets and does not apply to all categories of ordinary shareholders, such as dealers in securities, trustees, insurance companies, collective investment schemes, pension funds or ordinary shareholders who have, or who are deemed to have, acquired their ordinary shares by virtue of an office or employment and such persons may be subject to special rules.

Taxation of Chargeable Gains

The current rate of tax on chargeable gains in Ireland is thirty-three percent (33%).

The Smurfit Kappa Share Exchange

Smurfit Kappa Shareholders who are neither resident nor ordinarily resident in Ireland for Irish tax purposes should not be liable for Irish CGT on the disposal of their Smurfit Kappa Shares pursuant to the Smurfit Kappa Share Exchange, unless such shares were used in or for the purposes of a trade carried on by the shareholder in Ireland through a branch or agency, or were used or held or acquired for use by or for the purposes of the branch or agency.

Smurfit Kappa Shareholders who are resident or ordinarily resident for tax purposes in Ireland, or who have used their shares in or for the purposes of a trade carried on by the shareholder in Ireland through a branch or agency, or whose shares were used or held or acquired for use by or for the purposes of such a branch or agency will, subject to the availability of any exemptions and reliefs (for example, company amalgamation relief, which would operate to treat the Smurfit WestRock Shares received as part of the Smurfit Kappa Share Exchange as the same asset (which was acquired at the same time and for the same consideration), as the Smurfit Kappa Shares exchanged), generally be within the charge to Irish CGT in relation to the Smurfit Kappa Share Exchange. Such shareholders should consult their own tax advisors as to the Irish tax consequences of the Smurfit Kappa Share Exchange.

A Smurfit Kappa Shareholder who is an individual and is temporarily not resident in Ireland may, in certain circumstances under Irish anti-avoidance legislation, still be liable for Irish CGT on any chargeable gain realized upon the subsequent disposal of Smurfit Kappa Shares during the period in which such individual is a non-Irish tax resident.

The Securities Depository Transfer

Smurfit WestRock Shareholders should not be liable for Irish CGT on the Securities Depository Transfer on the basis that the Securities Depository Transfer should not be treated as giving rise to a disposal of the beneficial ownership of the Euroclear Smurfit WestRock Shares for Irish CGT purposes.

The Merger

WestRock Stockholders who are neither resident nor ordinarily resident in Ireland for Irish tax purposes should not be liable for Irish CGT on the cancellation of their WestRock Stock pursuant to the Merger.

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WestRock Stockholders who are resident or ordinarily resident for tax purposes in Ireland will, subject to the availability of any exemptions and reliefs (for example, company amalgamation relief, which would operate to treat the Smurfit WestRock Shares received as part of the Merger as the same asset, (which was acquired at the same time and for the same consideration) as the WestRock Stock exchanged), generally be within the charge to Irish CGT in relation to the Merger. Such shareholders should consult their own tax advisors as to the Irish tax consequences of the Merger.

A WestRock Stockholder who is an individual and is temporarily not resident in Ireland for Irish tax purposes may, in certain circumstances under Irish anti-avoidance legislation, still be liable for Irish CGT on any chargeable gain realized upon the subsequent disposal of WestRock Stock during the period in which such individual is non-Irish tax resident.

Post-Combination

Smurfit WestRock Shareholders who are neither resident nor ordinarily resident in Ireland for Irish tax purposes should not be liable for Irish CGT on a subsequent disposal of their Smurfit WestRock Shares unless such shares are used in or for the purposes of a trade carried on by the shareholder in Ireland through a branch or agency, or are used or held or acquired for use by or for the purposes of the branch or agency.

Smurfit WestRock Shareholders who are resident or ordinarily resident for tax purposes in Ireland will, subject to the availability of any exemptions and reliefs, generally be within the charge to Irish CGT on the disposal of Smurfit WestRock Shares. Such shareholders should consult their own tax advisors as to the Irish tax consequences of any such disposal.

A Smurfit WestRock Shareholder who is an individual and is temporarily not resident in Ireland may, in certain circumstances under Irish anti-avoidance legislation, still be liable for Irish CGT on any chargeable gain realized upon the subsequent disposal of Smurfit WestRock Shares during the period in which such individual is a non-Irish tax resident.

Irish Stamp Duty

The rate of Irish stamp duty (where applicable) on transfers of shares of Irish incorporated companies is 1% of the greater of the price paid or the market value of the shares acquired. Where Irish stamp duty arises, it is generally a liability of the transferee. However, in the case of a gift or transfer at less than fair market value, all parties to the transfer are jointly and severally liable.

The Smurfit Kappa Share Exchange

No Irish stamp duty should be payable by the Smurfit Kappa Shareholders on the issuance of the Smurfit WestRock Shares or the transfer of the Smurfit Kappa Shares pursuant to the Smurfit Kappa Share Exchange.

The Securities Depository Transfer

Smurfit WestRock Shareholders should not have a liability to Irish stamp duty in respect of the Securities Depository Transfer to the extent that:

•

there is no change in the beneficial ownership of the relevant Euroclear Smurfit WestRock Shares as a result of the transfer of such Euroclear Smurfit WestRock Shares into DTC; and

•

the transfer into DTC is not effected in contemplation of a sale of such Euroclear Smurfit WestRock Shares by a beneficial owner to a third party.

The Merger

No Irish stamp duty should be payable in respect of the Merger.

Post-Combination

Following the Combination, Irish stamp duty may be payable in respect of transfers of Smurfit WestRock Shares, depending on the manner in which the Smurfit WestRock Shares are held and the way in which transfers of the Smurfit WestRock Shares are effected. Smurfit WestRock expects to enter into

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arrangements with DTC to allow the Smurfit WestRock Shares to be settled through the facilities of DTC. As such, the summary below discusses separately, Smurfit WestRock Shareholders who hold their Smurfit WestRock Shares through DTC and those who do not.

Shares Held Through DTC

A transfer of Smurfit WestRock Shares effected by means of the transfer of book entry interests through DTC should not be subject to Irish stamp duty.

Shares Held Outside of DTC or Transferred Into or Out of DTC

A transfer of Smurfit WestRock Shares other than by means of the transfer of book-entry interests through DTC will generally be subject to Irish stamp duty at the current rate of 1% on the greater of the price paid or the market value of the relevant shares, including a transfer of Depositary Interests within the CREST System.

Smurfit WestRock Shareholders wishing to transfer their shares into (or out of) DTC after the Combination may do so without giving rise to Irish stamp duty provided:

•

there is no change in the beneficial ownership of such shares as a result of the transfer; and

•

the transfer into (or out of) DTC is not effected in contemplation of a sale of such shares by a beneficial owner to a third party.

Dividend Withholding Tax

DWT should not arise on the Combination.

Following the Combination, unless exempted, a withholding tax (currently at a rate of 25%) will apply to dividends or other distributions paid by Smurfit WestRock. The withholding tax requirement will not apply to distributions paid to certain categories of Irish tax resident Smurfit WestRock Shareholders and certain categories of non-Irish tax resident Smurfit WestRock Shareholders.

Smurfit WestRock Shares held by Irish tax residents

The following Irish tax resident Smurfit WestRock Shareholders are exempt from DWT if they are beneficially entitled to such distribution and if, on a timely basis in advance of the payment of any relevant distribution, Computershare Trust Company NA or other transfer agent (the “Transfer Agent”), or in respect of such Smurfit WestRock Shares held in uncertified form, any qualifying intermediary appointed by Smurfit WestRock, has received from the holder, an appropriate declaration of entitlement to exemption:

•

Irish resident companies;

•

pension schemes approved by Irish Revenue;

•

qualifying fund managers or qualifying savings managers in relation to approved retirement funds or approved minimum retirement funds;

•

Personal Retirement Savings Account (“PRSA”) administrators who receive the relevant distribution as income arising in respect of the PRSA assets;

•

Pan-European Pension Product (“PEPP”) providers who receive the relevant distribution as income arising in respect of the PEPP assets;

•

qualifying employee share ownership trusts;

•

collective investment undertakings;

•

tax-exempt charities;

•

designated brokers receiving the distribution for special portfolio investment accounts;

•

persons who are entitled to exemption from Irish income tax on distributions in respect of an investment in whole or in part of payments received from a civil action or from the Personal Injuries Assessment Board for damages in respect of a mental or physical infirmity;

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•

certain qualifying trusts established for the benefit of an incapacitated individual and / or persons in receipt of income from such a qualifying trust;

•

persons entitled to exemption from Irish income tax by virtue of section 192(2) of the Taxes Consolidation Act (“TCA”) 1997;

•

certain pension schemes authorised by a country with which Ireland has a Tax Information Exchange Agreement pursuant to section 826(1B) of the TCA;

•

unit trusts to which section 731(5)(a) of the TCA applies; or

•

certain Irish Revenue approved amateur and athletic sport bodies.

Smurfit WestRock Shares held by non-Irish tax residents

The following non-Irish tax resident Smurfit WestRock Shareholders are exempt from DWT if they are beneficially entitled to the distribution and (subject to the section entitled “Smurfit WestRock Shares Held by U.S. Residents” below), if, on a timely basis in advance of the payment of any relevant distribution, the Transfer Agent or, in respect of Smurfit WestRock Shares held in uncertified form, any qualifying intermediary appointed by Smurfit WestRock, has received from the holder of such shares an appropriate declaration of entitlement to exemption:

•

persons (other than a company) who (i) are neither tax resident nor ordinarily resident in Ireland; and (ii) are resident for tax purposes in (a) an EU member state or European Economic Area state other than Ireland; or (b) a country with which Ireland has a double tax treaty (“DTT Country”);

•

companies not tax resident in Ireland which are (i) tax resident in an EU member state, European Economic Area state or DTT Country; and (ii) not under the control, whether directly or indirectly, of a person or persons who is or are tax resident in Ireland;

•

companies not tax resident in Ireland which are directly or indirectly under the control of a person or persons who is or are, by virtue of the law of a DTT Country, an EU member state or European Economic Area state, resident for tax purposes in a DTT Country, EU member state or European Economic Area state other than Ireland and who is or are not under the control, whether directly or indirectly, of a person or persons who is or are not resident for tax purposes in a DTT Country, an EU member state or European Economic Area state;

•

companies not tax resident in Ireland, the principal class of shares of which is substantially and regularly traded on a recognized stock exchange in a DTT Country, an EU member state or European Economic Area state including Ireland or on an approved stock exchange; or

•

companies not tax resident in Ireland that are 75% subsidiaries of a single company, or are wholly owned by two or more companies, in either case the principal class of shares of which is or are substantially and regularly traded on a recognized stock exchange in a DTT Country or an EU member state or European Economic Area state, including Ireland or on an approved stock exchange.

For non-Irish tax resident Smurfit WestRock Shareholders that cannot avail themselves of one of Ireland’s domestic law exemptions from DWT, it may be possible for such Smurfit WestRock Shareholders to rely on the provisions of a double tax treaty to which Ireland is a party to reduce the rate of DWT.

In order to ensure sufficient time to process the receipt of DWT forms, a Smurfit WestRock Shareholder, where required, must furnish the relevant DWT form to:

•

its broker (with the relevant information further transmitted to any qualifying intermediary appointed by Smurfit WestRock) before the record date for the distribution (or such later date before the distribution payment date as may be notified to the holder of Smurfit WestRock Shares by the broker) if its Smurfit WestRock Shares are held in uncertified form; or

•

the Transfer Agent at least seven Business Days before the record date of the distribution if its Smurfit WestRock Shares are held in ‘registered form.’

Smurfit WestRock Shares held by U.S. tax residents

A submission has been made to Irish Revenue to confirm that distributions paid in respect of Smurfit WestRock Shares owned by U.S. tax residents and held through DTC will not be subject to DWT provided

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the address of the beneficial owner of such shares in the records of the broker holding such shares is in the United States (and such broker has further transmitted the relevant information to a qualifying intermediary appointed by Smurfit WestRock).

A submission has also been made to Irish Revenue to confirm that distributions paid in respect of Smurfit WestRock Shares owned by U.S. tax residents and held directly (outside of DTC) will not be subject to DWT provided that the shareholder has completed the appropriate DWT form (as per the section of this proxy statement/prospectus entitled “Smurfit WestRock Shares Held by Non-Irish tax residents”) and this form remains valid or provides a Form IRS 6166. Such shareholders must provide the appropriate DWT form or Form IRS 6166 to the qualifying intermediary or Transfer Agent at least seven Business Days before the record date for the relevant distribution.

If any Smurfit WestRock Shareholder resident in the U.S. receives a distribution from which DWT has been withheld, the Smurfit WestRock Shareholder may be entitled to apply for a refund of such DWT from Irish Revenue, provided the Smurfit WestRock Shareholder is beneficially entitled to the distribution.

Smurfit WestRock Shares held by other persons

Smurfit WestRock Shareholders that do not fall within any of the categories referred to above may fall within other exemptions from DWT. If any Smurfit WestRock Shareholders are exempt from DWT, but receive distributions subject to DWT, such Smurfit WestRock Shareholders may apply for refunds of such DWT from Irish Revenue.

Distributions paid in respect of Smurfit WestRock Shares held through DTC that are owned by a partnership formed under the laws of a DTT Country and where all the partners are resident in a DTT Country should be entitled to an exemption from DWT if all of the partners complete the appropriate DWT forms (or in the case of U.S. tax resident partners, to provide a completed IRS Form 6166) and provide them to their brokers (so that such brokers can further transmit the relevant information to a qualifying intermediary appointed by Smurfit WestRock) before the record date for the distribution. If any partner in the partnership is not a resident of a DTT Country, no partner is entitled to the exemption from DWT.

Qualifying Intermediary

Prior to paying any distribution, Smurfit WestRock will execute an agreement with an entity that is recognized by Irish Revenue as a “qualifying intermediary,” which will provide for certain arrangements relating to distributions in respect of the Smurfit WestRock Shares that are held through DTC (“Deposited Securities”). The agreement will provide that the qualifying intermediary shall distribute or otherwise make available to Cede & Co, as nominee for DTC, any dividend or other distribution in cash with respect to the Deposited Securities after Smurfit WestRock delivers or causes to be delivered to the qualifying intermediary the cash to be distributed.

Smurfit WestRock will rely on information received directly or indirectly from its qualifying intermediary, brokers and its Transfer Agent in determining where Smurfit WestRock Shareholders are resident, whether they have provided the required U.S. tax information and whether they have provided the required DWT forms.

Links to various DWT forms are available at https://www.revenue.ie/en/companies-and-charities/​dividend-withholding-tax/exemptions-for-non-residents.aspx. Such forms are generally valid, subject to a change in circumstances, until December 31 of the fifth year after the year in which such forms were completed.

Income Tax on Dividends Paid on Smurfit WestRock Shares

Irish income tax may arise for certain persons in respect of distributions received from Irish resident companies.

A non-Irish tax resident Smurfit WestRock Shareholder that is entitled to an exemption from DWT will generally have no Irish income tax or USC liability on a distribution from Smurfit WestRock. A non-Irish tax resident Smurfit WestRock Shareholder that is not entitled to an exemption from DWT, and therefore

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is subject to DWT, generally will have no additional Irish income tax liability or USC liability. The DWT deducted by Smurfit WestRock should discharge the Irish income tax liability and USC liability.

Capital Acquisitions Tax

Irish CAT should not arise upon the Combination.

Following the Combination, a gift or inheritance of Smurfit WestRock Shares (including Depositary Interests and shares held through DTC) should be within the charge to CAT notwithstanding that the donor or the donee/successor in relation to such gift or inheritance is domiciled and resident outside Ireland. This is because Smurfit WestRock Shares are regarded as property situated in Ireland for CAT purposes.

CAT is currently charged at a rate of 33% above a tax-free threshold, subject to available reliefs and exemptions. The appropriate tax-free threshold is dependent upon (i) the relationship between the donor and the donee; and (ii) the aggregation of the values of previous gifts and inheritances received by the donee from persons within the same group threshold. Gifts and inheritances passing between spouses are exempt from CAT, as are gifts to certain charities. Children currently have a lifetime tax-free threshold of €335,000 in respect of taxable gifts or inheritances received from their parents. There is also a “small gift exemption” from CAT whereby the first €3,000 of the taxable value of all taxable gifts taken by a donee from any one donor, in each calendar year, is exempt from CAT and is also excluded from any future aggregation. This exemption does not apply to an inheritance.

Depositary Interests may also be treated as assets situated in the United Kingdom for the purposes of UK inheritance tax. Accordingly, the death of a holder of Depositary Interests or a gift of Depositary Interests by a holder may give rise to a liability to UK inheritance tax, even if the holder is neither domiciled nor deemed to be domiciled in the United Kingdom. To the extent that the same event gives rise to CAT and UK inheritance tax, relief may be available under the Convention between the United Kingdom and Ireland for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Estates of Deceased Persons and Inheritances and on Gifts dated 7 December 1977. Holders for whom this may be relevant should consult their own tax advisors.

US citizens or US domiciled persons for federal estate tax purposes who hold Smurfit WestRock Shares or Depositary Interests may fall within the charge to Federal Estate Tax or other US transfer taxes on a gift or inheritance of those Smurfit WestRock Shares. Where CAT arises on the same event, a credit may be available but only insofar as the event concerned is an inheritance, for any CAT paid under the Convention between the Government of Ireland and the Government of the United States for the avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on the estates of Deceased Persons. Smurfit WestRock Shareholders for whom this may be relevant should consult their own tax advisors.

The Irish tax considerations summarized above are for general information only and are not intended to provide any definitive tax representations to Smurfit Kappa Shareholders, WestRock Stockholders and Smurfit WestRock Shareholders. Each Smurfit Kappa Shareholder, WestRock Stockholders and Smurfit WestRock Shareholder should consult their own tax advisor as to the tax consequences that may apply to such shareholder.

Accounting Treatment

The Merger will be accounted for as a business combination under GAAP. In accordance with ASC 805, as Smurfit WestRock will have had no historical operations and no material assets prior to the Smurfit Kappa Share Exchange, Smurfit Kappa will be treated as the accounting acquirer of WestRock. In identifying Smurfit Kappa as the accounting acquirer, Smurfit WestRock based its conclusion primarily on the following: (i) it is anticipated that the existing Smurfit Kappa Shareholders will hold a majority of the common stock of Smurfit WestRock upon Completion; (ii) a majority of the members of the Smurfit WestRock Board following the Combination, including the Chair of the Smurfit WestRock Board, will be current members of the Smurfit Kappa Board of Directors; (iii) the Group Chief Executive Officer and the Group Chief Financial Officer of Smurfit Kappa will serve as President and Group Chief Executive Officer and Executive Vice President and Group Chief Financial Officer respectively, of Smurfit WestRock

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following the Combination; and (iv) WestRock Stockholders will receive the Merger Consideration (including the Cash Consideration) while Smurfit Kappa Shareholders will receive one new share in Smurfit WestRock for each of their Smurfit Kappa Shares pursuant to the Smurfit Kappa Share Exchange. No single factor was the sole determinant in the overall conclusion that Smurfit Kappa is the acquirer for accounting purposes, rather all factors were considered in arriving at such conclusion. The Smurfit Kappa Share Exchange is not a business combination under GAAP as Smurfit WestRock will have had no historical operations or material assets prior to the Smurfit Kappa Share Exchange, the ownership of Smurfit WestRock will be the same as that of Smurfit Kappa immediately following the Smurfit Kappa Share Exchange and prior to the Merger and will be a share for share exchange with no cash consideration. The Smurfit Kappa Share Exchange will not give rise to any goodwill or change in accounting basis.

Dividend Policy

Smurfit WestRock believes that dividends are a central component of its objective to deliver value for Smurfit WestRock Shareholders and recognizes the importance of dividends to Smurfit WestRock Shareholders. While there can be no assurance that Smurfit WestRock Shareholders will receive or be entitled to dividends that are equivalent to the historical dividends of Smurfit Kappa or WestRock, Smurfit WestRock intends to pay dividends to Smurfit WestRock Shareholders in line with Smurfit Kappa’s current attractive dividend policy. Smurfit Kappa has historically paid regular dividends and, following Completion, it is intended that Smurfit WestRock will declare dividends on a quarterly basis.

The timing and amount of future dividends are subject to the determination of the Smurfit WestRock Board. The Smurfit WestRock Board may, in its sole discretion, commence dividend payments, change the amount or frequency of dividend payments or discontinue the payment of dividends entirely. For these reasons, there can be no assurance as to the timing or level of future dividend payments, if any, that Smurfit WestRock Shareholders will receive because such determination on future dividends would be based on a number of considerations, including but not limited to, Smurfit WestRock’s results of operations, capital investment priorities, the market price of Smurfit WestRock Shares and access to capital markets, as well as legal requirements (including requirements relating to availability of distributable reserves), industry practice and other factors deemed relevant by the Smurfit WestRock Board.

Listing of Smurfit WestRock Shares; Delisting of Smurfit Kappa Shares; S&P Index

Smurfit WestRock and Smurfit Kappa will use their respective reasonable best efforts to cause all of the Smurfit WestRock Shares to be issued to the WestRock Stockholders pursuant to the Merger and the Smurfit WestRock Shares to be issued to Smurfit Kappa Shareholders pursuant to the Smurfit Kappa Share Exchange to be approved for listing on the NYSE, subject only to official notice of issuance, prior to Completion. Smurfit WestRock, WestRock and Smurfit Kappa will also use their respective reasonable best efforts to cause all of the Smurfit WestRock Shares to be issued to the WestRock Stockholders pursuant to the Merger and the Smurfit WestRock Shares to be issued to Smurfit Kappa Shareholders pursuant to the Smurfit Kappa Share Exchange to be approved, on or prior to Completion, for admission to the standard listing segment of the Official List of the FCA and apply for the Smurfit WestRock Shares to be admitted to trading on the LSE’s main market for listed securities, subject only to the issuance of such Smurfit WestRock Shares upon Completion.

It should also be noted that, subject to the FCA’s Draft New UK Listing Rules being implemented by the FCA in their current form and taking effect at the relevant time following Completion, Smurfit WestRock expects to be transferred to the new Equity Shares (International Commercial Companies Secondary Listing) category thereunder, with rules substantially similar to the rules currently applicable to companies listed on the standard listing segment of the Official List of the FCA under the FCA’s existing Listing Rules. As at the date of this proxy statement/prospectus, however, the scope and application of the proposed Draft New UK Listing Rules are not yet final and could therefore be subject to change.

Smurfit WestRock, WestRock and Smurfit Kappa will use their respective reasonable best efforts to seek inclusion after the Merger Effective Time of the Smurfit WestRock Shares (including those Smurfit WestRock Shares issued in connection with the DIs) in an S&P Index.

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In addition, it is expected that Smurfit Kappa Shares will be delisted from the premium listing segment of the Official List of the FCA and the Smurfit Kappa Shares will cease trading on the main market for listed securities of the LSE, and that Smurfit Kappa will delist the Smurfit Kappa Shares from the Official List of Euronext Dublin and the Smurfit Kappa Shares will cease trading on the Euronext Dublin Market.

Delisting and Deregistration of WestRock Stock

Smurfit Kappa, WestRock, Smurfit WestRock and Merger Sub have agreed to cooperate in taking all actions necessary to delist the WestRock Stock from the NYSE and terminate its registration under the Exchange Act following the Merger Effective Time, after which WestRock will cease filing its own periodic and other reports with the SEC and WestRock Stock will cease to be publicly traded.

Settlement of Smurfit WestRock Shares Issued Pursuant to the Smurfit Kappa Share Exchange

At present, Smurfit Kappa Shareholders have the option to hold interests in Smurfit Kappa Shares either directly in certificated form (i.e., by way of paper certificate, the holder of which is registered on the Smurfit Kappa Register of Members) or in uncertificated form through the EB System. This includes interests in Smurfit Kappa Shares held directly through the EB System via EB Participants and Smurfit Kappa Shares represented by CDIs. The EB System is structured as an ‘intermediated’ or ‘indirect’ system, which means that the EB Nominee is recorded on the Smurfit Kappa Register of Members as the holder of legal title to the Smurfit Kappa Shares, and trades in those Smurfit Kappa Shares are reflected by a change in Euroclear Bank’s book-entry system, instead of through a change to Smurfit Kappa’s register of members. At the time of the migration of the Smurfit Kappa Shares to the EB System from the CREST System in March of 2021 (the “EB Migration”), CDIs were issued to all former holders of Smurfit Kappa Shares held in CREST.

Since the EB Migration, Smurfit Kappa Shareholders can opt to hold interests in the uncertificated Smurfit Kappa Shares in one of two ways, either (i) through a nominated EB Participant in the EB System, in the form of Belgian Law Rights issued by Euroclear Bank; or (ii) through CDIs issued in the CREST System to CREST Participant accounts. In either case, the registered holder of all uncertificated Smurfit Kappa Shares is the EB Nominee. The CDIs represent Smurfit Kappa Shares deposited in the EB System and are recorded in the account of the CREST Nominee, which is an EB Participant and the nominee of the CREST Depository for the purpose of the creation of CDIs.

In order for the Smurfit WestRock Shares to be directly listed on the NYSE, they must be eligible for deposit and clearing through DTC, a central securities depository that provides settlement services for companies whose securities are listed on the NYSE. Like the EB System, DTC is an intermediated settlement system where the DTC Nominee is recorded on the Smurfit WestRock Register of Members as the holder of legal title to the uncertificated Smurfit WestRock Shares and trades in those shares are reflected by changes in DTC’s book-entry system, instead of through a change to the Smurfit WestRock Register of Members.

To implement the listing of Smurfit WestRock Shares on NYSE and the LSE, Smurfit WestRock will firstly complete the Smurfit Kappa Share Exchange. The effect of the Smurfit Kappa Share Exchange will be that, immediately following the Smurfit Kappa Share Exchange, the Smurfit WestRock Register of Members will mirror that of Smurfit Kappa immediately prior to Completion. However, to facilitate the trading and settlement of Smurfit WestRock Shares across the NYSE and the LSE, it will be necessary to transfer the legal title to the shares initially held by the EB Nominee in the manner described below. These transfers will be effected by the Smurfit WestRock Board using the Smurfit WestRock Constitution and will not affect or vary the ultimate beneficial ownership of the relevant Smurfit WestRock Shares.

In addition to changes in the holding of legal title to certain Smurfit WestRock Shares, Smurfit WestRock will enter into certain arrangements with Computershare, who will become the transfer agent, as will be necessary in order to facilitate the trading and settlement of Smurfit WestRock Shares across the NYSE and the LSE.

Accordingly, it is proposed that, immediately following Completion, the Smurfit WestRock Board will utilize certain powers in the Smurfit WestRock Constitution to transfer legal title to all Smurfit WestRock Shares:

•

which are then held indirectly by record date holders of Smurfit Kappa CDIs in the CREST System to the DTC Nominee (without any change to the underlying ultimate beneficial ownership of the

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relevant Smurfit WestRock Shares) with the relevant CREST Participants credited with Smurfit WestRock Depositary Interests through CREST in place of their Smurfit Kappa CDIs; and

•

which are then held indirectly through EB Participants in the EB System (in respect of entitlements to Smurfit Kappa Shares not then represented in CDI form, and which are not to be immediately represented by Smurfit WestRock Depositary Interests, as per the first bullet point above) directly to the Relevant EB Participants interested in those Smurfit WestRock Shares (without any change to the underlying ultimate beneficial ownership of the relevant Smurfit Kappa Shares), and such relevant EB Participants will be recorded as the registered holders of the relevant Smurfit WestRock Shares, to be held in ‘registered form’ on the Smurfit WestRock Register of Members.

Implementation of the proposed settlement system described in the bullet points above would mean that, upon the listing of Smurfit WestRock Shares on the NYSE and the LSE becoming effective, no Smurfit WestRock Shares would be held, directly or indirectly, through the EB System. As a result of the migration of the settlement system from Euroclear Bank to DTC and changes to listing venues following Completion: (i) Smurfit WestRock Shares will be listed and traded on the NYSE and settled via DTC book-entry interests; (ii) Smurfit WestRock Shares will be listed and traded on the LSE and settled via Depositary Interests; (iii) no CDIs will be in existence or used for the settlement of trades of Smurfit WestRock Shares; and (iv) Smurfit WestRock Shares held through EB Participants immediately following the Effective Time will be withdrawn from the EB System and the settlement and holding of Smurfit WestRock Shares through EB Participants via the EB System will not be possible.

U.S. Federal Securities Law Consequences

Following the effectiveness of the registration statement on Form S-4, of which this proxy statement/​prospectus forms a part, the Smurfit WestRock Shares issued in the Combination to holders of WestRock Stock will not be subject to any restrictions on transfer arising under the Securities Act or the Exchange Act, except for Smurfit WestRock Shares issued to any holder of WestRock Stock who may be deemed an “affiliate” for purposes of Rule 144 of the Securities Act of Smurfit WestRock after Completion. Persons who may be deemed “affiliates” of Smurfit WestRock generally include individuals or entities that control, are controlled by or are under common control with, Smurfit WestRock and may include the executive officers and directors of Smurfit WestRock as well as its principal shareholders.

The Smurfit WestRock Shares to be issued in the Combination to holders of Smurfit Kappa Shares have not been, and are not expected to be, registered under the Securities Act or the securities laws of any other jurisdiction. The Smurfit WestRock Shares to be issued in the Combination to holders of Smurfit Kappa Shares will be issued pursuant to an exemption from the registration requirements provided by Section 3(a)(10) of the Securities Act based on the approval of the Scheme by the Irish High Court. Section 3(a)(10) of the Securities Act exempts securities issued in exchange for one or more bona fide outstanding securities from the general requirement of registration where the fairness of the terms and conditions of the issuance and exchange of the securities have been approved by any court or authorized governmental entity after a hearing upon the fairness of the terms and conditions of the exchange at which all persons to whom securities will be issued have the right to appear and to whom adequate notice of the hearing has been given. In determining whether it is appropriate to authorize the Scheme, the Irish High Court will consider at the Court Hearing whether the terms and conditions of the Scheme are fair to Scheme Shareholders. The Irish High Court will fix the date and time for the Irish Court Hearing. If the Irish High Court approves the Scheme, its approval will constitute the basis for the Smurfit WestRock Shares to be issued without registration under the Securities Act in reliance on the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) of the Securities Act. The Smurfit WestRock Shares issued pursuant to Section 3(a)(10) of the Securities Act will be freely transferable under U.S. federal securities laws, except by any holder of Smurfit Kappa Shares who may be deemed an “affiliate” for purposes of Rule 144 of the Securities Act of Smurfit WestRock after Completion.

In the event that Smurfit WestRock Shares are in fact held by affiliates of Smurfit WestRock, those holders may resell the Smurfit WestRock Shares (a) in accordance with the provisions of Rule 144 under the Securities Act or (b) as otherwise permitted under the Securities Act. Rule 144 generally provides that “affiliates” of Smurfit WestRock may not sell securities of Smurfit WestRock received in the Combination unless the sale is effected in compliance with the volume, current public information, manner of sale and timing limitations set forth in such rule. These limitations generally permit sales made by an affiliate in

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any three-month period that do not exceed the greater of 1% of the outstanding Smurfit WestRock Shares or the average weekly reported trading volume in such securities over the four (4) calendar weeks preceding the placement of the sale order, provided that the sales are made in unsolicited, open market “broker transactions” and that current public information on Smurfit WestRock is available.

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THE TRANSACTION AGREEMENT

The summary of the material provisions of the Transaction Agreement below and in this proxy statement/​prospectus is qualified in its entirety by reference to the Transaction Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A. This summary may not contain all of the information about the Transaction Agreement that is important to you. You are advised to read the Transaction Agreement in its entirety carefully as it is the legal document governing the Combination.

The Transaction Agreement contains representations and warranties that the parties have made to each other as of specific dates. The assertions embodied in the representations and warranties in the Transaction Agreement were made solely for purposes of the Transaction Agreement and the Combination and agreements contemplated thereby among the parties thereto and may be subject to important qualifications and limitations agreed to by the parties thereto in connection with negotiating the terms thereof. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to reports and documents filed by WestRock with the SEC or published and filed by Smurfit Kappa with the Registrar of Companies or under the Listing Rules, the Prospectus Regulation Rules, the DTRs and/or the Irish Companies Act, and the assertions embodied in the representations and warranties contained in the Transaction Agreement (and summarized below) are qualified by information in disclosure schedules provided by WestRock to Smurfit Kappa and by Smurfit Kappa to WestRock in connection with the signing of the Transaction Agreement and by certain information contained in certain of WestRock’s filings with the SEC and by certain information contained in certain of Smurfit Kappa’s filings and documents published and filed with the Registrar of Companies or under the Listing Rules, the Prospectus Regulation Rules, the DTRs and/or the Irish Companies Act. These disclosure schedules, SEC filings, Registrar of Companies filings and publications and filings under the Listing Rules, the Prospectus Regulation Rules, the DTRs and the Irish Companies Act contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Transaction Agreement. In addition, information concerning the subject matter of the representations and warranties may have changed after September 12, 2023, and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement/prospectus.

In addition, if specific material facts arise that contradict the representations and warranties in the Transaction Agreement, Smurfit Kappa, Smurfit WestRock, Merger Sub or WestRock, as applicable, may disclose those material facts in the public filings that it makes with the SEC, the Registrar of Companies and the LSE, as applicable, in accordance with, and to the extent required by, applicable law. Accordingly, the representations and warranties in the Transaction Agreement and the description of them in this proxy statement/​prospectus should not be read alone, but instead should be read in conjunction with the other information contained in the reports, statements and filings WestRock and Smurfit Kappa publicly have filed with the SEC or have otherwise made publicly available, as applicable. Such information can be found in this proxy statement/​prospectus and in the reports, statements and filings WestRock and Smurfit Kappa have publicly filed with the SEC or have otherwise made publicly available, as described in the section of this proxy statement/prospectus entitled “Where You Can Find More Information.”

The Combination

The Transaction Agreement provides that, if the Combination is approved by the WestRock Stockholders and the Smurfit Kappa Shareholders and the other Conditions are satisfied or waived in accordance with the terms of the Transaction Agreement:

a)

pursuant to the Scheme and upon the Scheme becoming effective, all of the Smurfit Kappa Shares (excluding any Designated Smurfit Kappa Shares) issued and outstanding immediately prior to the Scheme Effective Time, and all rights in respect thereof, shall be transferred to Smurfit WestRock at the Scheme Effective Time in exchange for one Smurfit WestRock Share for each Smurfit Kappa Share so transferred. It is expected that the Smurfit WestRock Shares to be issued to Smurfit Kappa Shareholders under the Scheme will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. For more

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information, see the section of this proxy statement/prospectus entitled “The Combination  —  U.S. Federal Securities Law Consequences”; and

b)

on Completion, and in accordance with the DGCL and the DLLCA and the conditions set forth in the Transaction Agreement, Merger Sub shall be merged with and into WestRock at the Merger Effective Time, with Merger Sub’s separate corporate existence ceasing and WestRock surviving the Merger as a wholly owned subsidiary of Smurfit WestRock, pursuant to which each share of WestRock Stock issued and outstanding immediately prior to the Merger Effective Time, other than the shares of WestRock Stock owned by WestRock, any WestRock subsidiary, Smurfit Kappa, Merger Sub or any of their respective subsidiaries, and all rights in respect thereof, shall be cancelled and automatically converted into the right to receive the Merger Consideration.

As a result of the Combination, each of Smurfit Kappa and WestRock will become wholly owned subsidiaries of Smurfit WestRock, and the former Smurfit Kappa Shareholders and WestRock Stockholders will become holders of Smurfit WestRock Shares.

Completion and Effectiveness of the Combination

Completion shall take place at 5:00 p.m. New York City Time on the Completion Date. On or prior to Completion, Smurfit Kappa shall cause a meeting of the Smurfit Kappa Board (or a duly authorized committee thereof) to be held at which resolutions are passed (conditional only on delivery of the Court Order to the Registrar of Companies occurring and effective as of the Scheme Effective Time) approving (i) the removal of such directors of Smurfit Kappa as Smurfit WestRock shall determine, (ii) the appointment of such persons as directors of Smurfit Kappa as Smurfit WestRock may nominate and (iii) the registration of the transfer to Smurfit WestRock (and/or its nominee(s)) of each Smurfit Kappa Share in issue at the Scheme Record Time, but excluding any Designated Smurfit Kappa Shares, in accordance with the Scheme. Smurfit Kappa shall deliver to Smurfit WestRock and WestRock certified copies of such resolutions and letters of resignation from the directors who are removed from the Smurfit Kappa Board in accordance with clause (i) of the foregoing sentence.

Smurfit WestRock shall cause a meeting of the Smurfit WestRock Board (or a duly authorized committee thereof) to be held at which resolutions are passed (conditional only on delivery of the Court Order to the Registrar of Companies occurring and effective as of the Scheme Effective Time) approving (i) the appointment of the WestRock Designees and the Smurfit Kappa Designees (each as defined below) to the Smurfit WestRock Board (to the extent not already appointed prior to the Scheme Effective Time), (ii) the allotment and issue of the Scheme Consideration to the Smurfit Kappa Shareholders at the Scheme Record Time, pursuant to the terms of the Scheme, (iii) the allotment and issue of Smurfit WestRock Shares pursuant to the Merger and (iv) the Securities Depository Transfer and the registration of the transfers of Smurfit WestRock shares related thereto.

On or substantially concurrently with Completion and subject to the terms and conditions of the Scheme, Smurfit Kappa shall cause a copy of the Court Order to be delivered to the Registrar of Companies and shall cause a copy to be provided to WestRock.

At the Merger Effective Time, a certificate of merger satisfying the applicable requirements of the DGCL and the DLLCA will be duly executed and filed with the Secretary of State of the State of Delaware as provided in the DGCL and the DLLCA. The certificate of merger will specify that the Merger will become effective at such time as Smurfit Kappa and WestRock may mutually agree on the date on which the Merger closing occurs or such other time as Smurfit Kappa and WestRock may mutually agree and specify in the certificate of merger (provided that in no event shall the Merger become effective prior to the effectiveness of the Smurfit Kappa Share Exchange).

At the Merger Effective Time, the certificate of incorporation and bylaws of WestRock will be amended and restated in their entirety to be in the form of the certificate of incorporation and bylaws, respectively, of Merger Sub, as in effect immediately prior to the Merger Effective Time (except that all references to Merger Sub will be references to WestRock) and, as so amended and restated, will be the certificate of incorporation and bylaws, respectively, of WestRock until thereafter changed or amended as provided therein or by applicable law.

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From and after the Merger Effective Time, (i) the officers of WestRock immediately before the Merger Effective Time shall be the officers of the Surviving Corporation from and after the Merger Effective Time and (ii) the directors of Merger Sub immediately before the Merger Effective Time shall be the directors of the Surviving Corporation from and after the Merger Effective Time.

Merger Consideration

At the Merger Effective Time, by virtue of the Merger and without any action on the part of the parties or their respective shareholders, each share of WestRock Stock issued and outstanding immediately prior to the Merger Effective Time (but excluding the shares of WestRock Stock owned by WestRock, any WestRock subsidiary, Smurfit Kappa, Merger Sub or any of their respective subsidiaries, and excluding Dissenting Shares) shall automatically be cancelled and converted into and become the right to receive the Merger Consideration, subject to any applicable withholding taxes. From and after the Merger Effective Time, all such shares of WestRock Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each applicable holder of shares of WestRock Stock will cease to have any rights with respect to the WestRock Shares except the right to receive the Merger Consideration therefor and any dividends or other distributions declared by the WestRock Board for such shares of WestRock Stock having a record date prior to the Merger Effective Time and which remain unpaid as of the Merger Effective Time, upon surrender of such shares of WestRock Stock in accordance with the Transaction Agreement, together with any other amounts that such holder has the right to receive in respect of dividends or other distributions under the terms of the Transaction Agreement.

At the Merger Effective Time, all shares of WestRock Stock that are owned by WestRock, any WestRock subsidiary, Smurfit Kappa, Merger Sub or any of their respective subsidiaries will be cancelled and will cease to exist and no consideration will be delivered in exchange for such shares.

At the Merger Effective Time, each share of common stock, $0.01 par value per share, of Merger Sub issued and outstanding immediately prior to the Merger Effective Time will be automatically converted into and become one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

No certificate or scrip representing fractional Smurfit WestRock Shares will be issued upon the surrender for exchange of WestRock Certificates or WestRock Book-Entry Shares, and such fractional share interests will not entitle the owner thereof to vote or to any other rights of a shareholder of Smurfit WestRock. Each holder of WestRock Stock converted pursuant to the Merger who would otherwise have been entitled to receive a fraction of a Smurfit WestRock Share will receive, in lieu thereof and upon surrender thereof, cash, without interest and less applicable withholding taxes, in an amount equal to such fractional part of a Smurfit WestRock Share multiplied by the VWAP of Smurfit Kappa Shares.

Change in Shares

If at any time after the date of the Transaction Agreement and prior to the Merger Effective Time, the outstanding shares of WestRock Stock or Smurfit Kappa Shares are changed into, or exchanged for, a different number of shares or a different class, by reason of any subdivision, reclassification, reorganization, recapitalization, split, combination, contribution or exchange of shares, or a stock dividend or dividend payable in any other securities is declared with a record date within such period, or any similar event occurs, the Merger Consideration, the Smurfit Kappa Scheme Consideration, any other payment to be made pursuant to the treatment of the Smurfit Kappa Equity Awards and the WestRock Equity Awards in connection with the Combination pursuant to the terms of the Transaction Agreement and any other number or amount contained in the Transaction Agreement which is based upon the price or number of the WestRock or Smurfit Kappa Shares, as the case may be, shall be correspondingly adjusted to provide the holders of WestRock Stock and Smurfit Kappa Shares the same economic effect as contemplated by the Transaction Agreement prior to such event.

Surrender and Exchange of WestRock Stock

At or immediately after the Merger Effective Time, Smurfit WestRock or Merger Sub will deposit with the Exchange Agent, (i) evidence of Smurfit WestRock Shares in book-entry form equal to the aggregate

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Stock Consideration to which holders of WestRock Stock (other than WestRock Stock owned by WestRock, any WestRock subsidiary, Smurfit Kappa, Merger Sub or any of their respective subsidiaries) will become entitled and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate Cash Consideration to which holders of WestRock Stock (other than the shares of WestRock Stock owned by WestRock, any WestRock subsidiary, Smurfit Kappa, Merger Sub or any of their respective subsidiaries) will become entitled, together with any amounts payable in respect of dividends or other distributions on the Smurfit WestRock Shares and any cash payable in lieu of fractional shares, in each case in accordance with the Transaction Agreement.

Promptly after the Merger Effective Time, Smurfit WestRock will cause the Surviving Corporation to cause the Exchange Agent to mail to each holder of record of WestRock Certificates (other than certificates representing shares of WestRock Stock owned by WestRock, any WestRock subsidiary, Smurfit Kappa, Merger Sub or any of their respective subsidiaries) whose shares of WestRock Stock were converted pursuant to the Transaction Agreement into the right to receive the Merger Consideration (i) a letter of transmittal and (ii) instructions for use in effecting the surrender of the WestRock Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration.

Upon surrender to the Exchange Agent of the WestRock Certificates (or affidavits of loss in lieu thereof) for cancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of eligible WestRock Certificates shall be entitled to receive the Merger Consideration that such holder is entitled to receive pursuant to the terms of the Transaction Agreement, and any amounts that such holder has the right to receive in respect of any dividends or other distributions on the shares of WestRock Stock which the holder has the right to receive pursuant to the Transaction Agreement for each share of WestRock Stock formerly represented by such WestRock Certificates, to be mailed within five Business Days after the later to occur of (i) the Merger Effective Time and (ii) the Exchange Agent’s receipt of such WestRock Certificate (or affidavit of loss in lieu thereof), and the WestRock Certificate (or affidavit of loss in lieu thereof) so surrendered shall be cancelled. The Exchange Agent shall accept such WestRock Certificates (or affidavits of loss in lieu thereof) upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered WestRock Certificates are registered, it will be a condition precedent to the payment of the Merger Consideration that (i) the surrendered WestRock Certificate has been properly endorsed or otherwise in proper form for transfer and (ii) the person requesting such payment has paid any required transfer or other taxes, or has established to Smurfit WestRock or the Exchange Agent that such taxes have been paid or are not applicable. Until surrendered as contemplated by the Transaction Agreement, each WestRock Certificate shall be deemed after the Merger Effective Time to represent only the right to receive the Merger Consideration and any dividends or other distributions on Smurfit WestRock Shares (without interest and less applicable withholding taxes) which the holder has the right to receive pursuant to the Transaction Agreement.

At the Merger Effective Time, the stock transfer books of WestRock will be closed and thereafter there will be no further registration of transfers of shares of WestRock Stock on the records of WestRock. From and after the Merger Effective Time, the holders of certificates outstanding immediately prior to the Merger Effective Time will cease to have any rights with respect to such WestRock Stock, except as otherwise provided for in the Transaction Agreement or by applicable law. If, after the Merger Effective Time, certificates are presented to Smurfit WestRock for any reason, they will be cancelled and exchanged as provided in the Transaction Agreement.

At any time following the 12-month anniversary of the Merger Effective Time, Smurfit WestRock will be entitled to require the Exchange Agent to deliver to Smurfit WestRock any funds (including any interest received with respect thereto) or Smurfit WestRock Shares remaining in the exchange fund that have not been disbursed to holders of WestRock Certificates, and thereafter such holders will be entitled to look only to the Surviving Corporation and Smurfit Kappa (subject to abandoned property, escheat or other similar laws) as general creditors thereof with respect to the applicable Merger Consideration, including any cash in lieu of fractional Smurfit WestRock Shares, and any dividends or other distributions on Smurfit WestRock Shares, payable upon due surrender of their certificates, without any interest thereon.

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If any WestRock Certificate has been lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to the terms of the Transaction Agreement and any dividends or other distributions on Smurfit WestRock Shares which the holder has the right to receive pursuant to the Transaction Agreement.

No dividends or other distributions with respect to Smurfit WestRock Shares with a record date after the Merger Effective Time will be paid to the holder of any unsurrendered WestRock Certificate with respect to the Smurfit WestRock Shares issuable under the Transaction Agreement. Subject to applicable laws, following the surrender of any such WestRock Certificate (or affidavit of loss in lieu thereof), the holder will be paid, without interest and less applicable withholding taxes, (i) the amount of dividends or other distributions with a record date and payment date after the Merger Effective Time but prior to such surrender that have been paid with respect to the Smurfit WestRock Shares the holder is entitled to pursuant to the terms of the Transaction Agreement and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Merger Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such Smurfit WestRock Shares.

Treatment of WestRock Equity Awards

A summary of the effect under the Transaction Agreement of the Combination on the outstanding WestRock Options and WestRock RSU Awards under the WestRock Equity Plans is as follows:

WestRock Options

As of the Merger Effective Time, each WestRock Option that is outstanding, unexercised and held by a current employee or independent contractor of WestRock or its subsidiaries as of immediately prior to the Merger Effective Time, whether or not then vested or exercisable, shall be assumed by Smurfit WestRock and shall be converted at the Merger Effective Time into an option to purchase from Smurfit WestRock a number of Smurfit WestRock Shares (calculated by reference to the Equity Award Exchange Ratio). All other terms and conditions of such options, including the term to expiry and conditions to and manner of exercising, will be the same as those that apply to the corresponding WestRock Option immediately prior to the Merger Effective Time.

As of the Merger Effective Time, each WestRock Option that is outstanding, unexercised and held by an individual who is not a current employee or independent contractor of WestRock or its subsidiaries as of immediately prior to the Merger Effective Time shall be cancelled in consideration for the right to receive, within 10 Business Days following the Merger Effective Time, the Merger Consideration, without interest and less applicable withholding taxes, in respect of each Net WestRock Option Share subject to such WestRock Option immediately prior to the Merger Effective Time.

WestRock RSU Awards

As of the Merger Effective Time, each WestRock RSU Award other than a WestRock Director RSU Award shall be assumed by Smurfit WestRock and shall be converted into (a) a Smurfit WestRock RSU Award calculated by way of a multiplication of the number of shares of WestRock Stock subject to such WestRock RSU Award as of immediately prior to the Merger Effective Time by the Stock Consideration; and (b) a Smurfit WestRock Cash Award calculated by way of a multiplication of the number of shares of WestRock Stock subject to a WestRock RSU Award as of immediately prior to the Merger Effective Time by the Cash Consideration. Except as otherwise provided in the Transaction Agreement, each such Smurfit WestRock RSU Award and Smurfit WestRock Cash Award shall continue to have, and shall be subject to, the same terms and conditions (including vesting schedules) as applied to the corresponding WestRock RSU Award immediately prior to the Merger Effective Time (except that no Smurfit WestRock RSU Award or Smurfit WestRock Cash Award will be subject to any performance-based vesting conditions). In the case of a performance-based WestRock RSU Award, the number of shares of WestRock Stock subject to such WestRock RSU Award as of immediately prior to the Merger Effective Time will be determined by deeming the applicable performance goals for any performance period that has not been completed as of the Merger Effective Time to be achieved at the greater of the target level and the average of the actual level of performance of similar awards over the last three years prior to the Completion Date, except that the

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performance goals for any performance-based WestRock RSU Award granted after the date of the Transaction Agreement will be deemed achieved at the target level of performance.

Each WestRock Director RSU Award shall be fully vested as of immediately prior to the Merger Effective Time, and all rights in respect thereof shall be cancelled and automatically converted into a number of shares of WestRock Stock equal to the number of shares of WestRock Stock underlying such WestRock Director RSU Award, which shares of WestRock Stock shall be treated in the same manner as other outstanding shares of WestRock Stock under the terms of the Transaction Agreement.

WestRock Employee Stock Purchase Plan

Pursuant to the Transaction Agreement, the WestRock ESPP was suspended following the November 2023 purchase period. All shares of WestRock Stock purchased under the WestRock ESPP shall be treated in accordance with the terms and conditions of the Transaction Agreement.

Smurfit Kappa Scheme Consideration and Securities Depository Transfer

At the Scheme Effective Time, in respect of each Smurfit Kappa Share in issue at the Scheme Record Time but excluding any Designated Smurfit Kappa Shares, Smurfit WestRock shall deliver the Smurfit Kappa Scheme Consideration to the applicable Smurfit Kappa Shareholder or its nominees, and each Smurfit Kappa Share, other than Designated Smurfit Kappa Shares, issued and outstanding immediately prior to the Scheme Effective Time, and all rights in respect thereof, shall be transferred to Smurfit WestRock in exchange for the right to receive the Smurfit Kappa Scheme Consideration.

Subject to and with effect from delivery by Smurfit WestRock of the Smurfit Kappa Scheme Consideration pursuant to the relevant terms of the Transaction Agreement, Smurfit WestRock shall cause the Securities Depository Transfer to occur to transfer the relevant interests in the Euroclear Smurfit WestRock Shares in accordance with the then-adopted constitution of Smurfit WestRock, as follows: (i) the Smurfit WestRock Shares then held through CDIs shall be transferred from the EB Nominee to the DTC Nominee, such that the DTC Nominee will be the registered holder of such Smurfit WestRock Shares in the Smurfit WestRock Register of Members, together with all and any rights at that time or thereafter attached thereto, including voting rights and the right to receive dividends and other distributions declared, paid or made thereon and (ii) the Smurfit WestRock Shares held through EB Participants, excluding Smurfit WestRock Shares held through CDIs shall be automatically transferred from the EB Nominee to the Relevant EB Participants, such that each Relevant EB Participant will be the registered holder in the Smurfit WestRock Register of Members of such number of Smurfit WestRock Shares which corresponds to its respective interests in Smurfit WestRock Shares held through EB Participants, excluding Smurfit WestRock Shares held through CDIs at the Scheme Record Time, together with all and any rights at the Scheme Effective Time or thereafter attached thereto, including voting rights and the rights to receive dividends and other distributions declared, paid or made thereon.

No certificate or scrip representing fractional Smurfit WestRock Shares will be issued upon the exchange of Smurfit Kappa Shares, and such fractional share interests will not entitle the owner thereof to vote or to any other rights of a shareholder of Smurfit WestRock. Each holder of Smurfit Kappa Shares converted pursuant to the Smurfit Kappa Share Exchange who would otherwise have been entitled to receive a fraction of a Smurfit WestRock Share will receive, in lieu thereof and upon surrender thereof, cash, without interest and less applicable withholding taxes, in an amount equal to such fractional part of a Smurfit WestRock Share multiplied by the VWAP of Smurfit Kappa Shares.

Transfer and Exchange of Smurfit Kappa Shares

At the Scheme Effective Time, the stock transfer books of Smurfit Kappa will be closed and thereafter there will be no further registration of transfers of Smurfit Kappa Shares on the records of Smurfit Kappa. From and after the Scheme Effective Time, the holders of Smurfit Kappa Shares immediately prior to the Scheme Effective Time will cease to have any rights with respect to such Smurfit Kappa Shares except as otherwise provided for in the Transaction Agreement or by applicable law. If, after the Scheme Effective Time, Smurfit Kappa Shares are presented to Smurfit WestRock for any reason, they will be exchanged as provided in the Transaction Agreement.

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No certificate or scrip representing fractional Smurfit WestRock Shares will be issued upon the exchange of Smurfit Kappa Shares, and such fractional share interests will not entitle the owner thereof to vote or to any other rights of a shareholder of Smurfit WestRock. Each holder of Smurfit Kappa Shares converted pursuant to the Smurfit Kappa Share Exchange who would otherwise have been entitled to receive a fraction of a Smurfit WestRock Share will receive, in lieu thereof and upon surrender thereof, cash, without interest and less applicable withholding taxes, in an amount equal to such fractional part of a Smurfit WestRock Share multiplied by the VWAP of Smurfit Kappa Shares.

Treatment of Smurfit Kappa Equity Awards

The Transaction Agreement provides that each of Smurfit Kappa and Smurfit WestRock shall take all actions as may be necessary or appropriate so that, at the Scheme Effective Time, (i) each Smurfit Kappa Equity Award shall automatically be converted into an equity award covering that number of Smurfit WestRock Shares equal to the number of Smurfit Kappa Shares subject to such Smurfit Kappa Equity Award as of immediately prior to the Scheme Effective Time and (ii) the performance goals applicable to the Smurfit Kappa Equity Awards shall be deemed achieved at one hundred percent (100%). All terms and conditions applicable to each such Smurfit Kappa Equity Award immediately prior to the Scheme Effective Time shall, except as provided in the immediately preceding sentence, remain in effect immediately after the Scheme Effective Time. Smurfit WestRock shall remain subject to the obligations of Smurfit Kappa with respect to any such Smurfit Kappa Equity Awards immediately after the Scheme Effective Time.

Withholding

Smurfit Kappa, WestRock, Smurfit WestRock, Merger Sub, the Surviving Corporation, the Exchange Agent and any other applicable withholding agent are entitled to deduct and withhold from any consideration otherwise payable pursuant to the terms of the Transaction Agreement, any amounts as are required to be deducted or withheld with respect to such consideration or such amounts payable, as applicable, under the Code or any other applicable provisions of state, local or non-U.S. tax law. To the extent that such amounts are so deducted and withheld and remitted to the appropriate tax authority, such amounts will be treated for all purposes of the Transaction Agreement as having been paid to the person in respect of which such deduction and withholding was made.

Governance of Smurfit WestRock

Smurfit WestRock and Smurfit Kappa shall take such actions as are necessary to cause (i) six individuals who are members of the WestRock Board as of immediately prior to the Scheme Effective Time (the “WestRock Designees”) and (ii) eight individuals who are members of the Smurfit Kappa Board as of immediately prior to the Scheme Effective Time (including the chair of the Smurfit Kappa Board, the Group Chief Executive Officer of Smurfit Kappa and the Group Chief Financial Officer of Smurfit Kappa) (the “Smurfit Kappa Designees”) to become members of the Smurfit WestRock Board immediately after the Scheme Effective Time. Each of the WestRock Designees and Smurfit Kappa Designees shall (i) be selected by Smurfit Kappa (in the case of the Smurfit Kappa Designees) or WestRock (in the case of the WestRock Designees) after consulting with the other party and considering the other party’s views in good faith, including considering the aims of balance of skills, experience and diversity; (ii) except for the Group Chief Executive Officer of Smurfit Kappa and the Group Chief Financial Officer of Smurfit Kappa, be required to meet the independence standards of the NYSE with respect to Smurfit WestRock as of the Merger Effective Time as determined by the Smurfit Kappa Board and (iii) be appointed to serve on the Smurfit WestRock Board following the Merger Effective Time until the next annual meeting of Smurfit WestRock Shareholders in accordance with the governing documents of Smurfit WestRock. The Smurfit Kappa Designees will be Irial Finan, Anthony Smurfit, Ken Bowles, Carol Fairweather, Mary Lynn Ferguson-McHugh, Kaisa Hietala, Lourdes Melgar and Jørgen Buhl Rasmussen. The WestRock Designees will be Colleen F. Arnold, Timothy J. Bernlohr, Terrell K. Crews, Suzan F. Harrison, Dmitri L. Stockton and Alan D. Wilson.

Effective as of the Merger Effective Time, (i) Irial Finan shall serve as the Chair of the Smurfit WestRock Board, unless he is not the Chair of the Smurfit Kappa Board immediately prior to the Merger Effective Time, (ii) Anthony Smurfit shall serve as the President and Group Chief Executive Officer of Smurfit WestRock unless he is not the Group Chief Executive Officer of Smurfit Kappa immediately prior to the

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Merger Effective Time, and (iii) Ken Bowles shall serve as the Executive Vice President and Group Chief Financial Officer of Smurfit WestRock unless he is not the Group Chief Financial Officer of Smurfit Kappa immediately prior to the Merger Effective Time. A WestRock Designee, selected by WestRock, shall be elected as chair of the compensation committee of Smurfit WestRock under applicable NYSE rules, subject to meeting the independence standards of the NYSE with respect to Smurfit WestRock as of the Merger Effective Time as determined by the Smurfit Kappa Board. A Smurfit Kappa Designee, selected by Smurfit Kappa, shall be elected as chair of the nomination committee of Smurfit WestRock, subject (a) to meeting the independence standards of the NYSE with respect to Smurfit WestRock and (b) if Smurfit WestRock elects to comply with the U.K. corporate governance code, the Smurfit WestRock Board considering such Smurfit Kappa Designee to be independent within the meaning of the U.K. corporate governance code, in each case as of the Merger Effective Time as determined by the Smurfit Kappa Board.

Effective as of the Merger Effective Time, the headquarters of Smurfit WestRock shall be in Dublin, Ireland, and the North and South American headquarters of Smurfit WestRock shall be in Atlanta, Georgia, United States.

The ticker symbol of Smurfit WestRock following the Merger Effective Time for Smurfit WestRock Shares on the NYSE and the LSE shall be reserved prior to or as of the Merger Effective Time and shall be as mutually agreed by Smurfit Kappa and WestRock prior to the Merger Effective Time.

Reporting and Disclosure

Effective as of the Merger Effective Time, Smurfit WestRock shall file such periodic reports under Section 13(a) of the Exchange Act that apply to domestic registrants and present its financial statements in U.S. GAAP.

Representations and Warranties in the Transaction Agreement

The Transaction Agreement contains a number of representations and warranties made by Smurfit Kappa, Smurfit WestRock and WestRock that are subject in some cases to exceptions and qualifications (including exceptions for inaccuracies that do not have, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the party making such representations and warranties). See the section of this proxy statement/prospectus entitled “The Transaction Agreement — Definition of Material Adverse Effect” for a description of the definition of material adverse effect. These representations and warranties are also qualified by certain exceptions and disclosures set forth in the disclosure letters delivered in connection with the Transaction Agreement. Certain representations and warranties (i) of WestRock are qualified by disclosure in forms, documents and reports filed by WestRock with the SEC and (ii) of Smurfit Kappa and Smurfit WestRock are qualified by disclosure in documents or announcements filed by Smurfit Kappa with the Registrar of Companies or furnished by notifications to a regulatory information service approved by the FCA or published via the website www.investis.com and by information in the disclosure schedules delivered in connection with the Transaction Agreement.

None of the representations and warranties contained in the Transaction Agreement or in any schedule, instrument or other document delivered pursuant to the Transaction Agreement survive Completion.

Reciprocal Representations and Warranties

Under the Transaction Agreement, each of Smurfit Kappa and Smurfit WestRock jointly and severally make representations and warranties to WestRock, and WestRock makes representations and warranties to Smurfit Kappa and Smurfit WestRock, relating to, among other things:

•

qualification, organization, good standing and corporate or similar power and authority, and constitutional documents;

•

ownership of, and the valid issuance of the issued and outstanding shares of capital stock of, or other equity interests in, the party’s subsidiaries;

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(i) capitalization or share capital, including details of authorized capitalization or share capital, equity awards or other equity-based compensation and shares reserved for issuance in connection

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therewith, (ii) the absence of outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of shares or capital stock requiring (a) the issuance, transfer or sale of any shares or other equity interests of such party or any of its subsidiaries or securities convertible into or exchangeable for such shares or equity interests, (b) the grant, extension or entry into any subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment, (c) the redemption or other acquisition of such party’s shares or other equity interests or (d) the provision of a material amount of funds to, or the making of any material investment in, a non-wholly owned subsidiary of such party;

•

absence of outstanding bonds, debentures, notes and other similar obligations that grant holders the right to vote with the party’s shareholders on any matter;

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absence of voting trusts or other agreements or understandings with respect to the voting of capital stock or shares (as applicable) or other equity interest of the party or such party’s subsidiaries;

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corporate power or similar power (as applicable) and authority with respect to the entry into the Transaction Agreement and the consummation of the Combination, board approval of the Transaction Agreement and the Combination, and the due and valid execution and delivery and enforceability of the Transaction Agreement;

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authorizations, consents or approvals of, or filings with, governmental entities necessary under applicable law for the consummation of the Combination;

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that the execution and delivery of the Transaction Agreement and the consummation of the Combination do not (subject to certain exceptions): (i) result in any violation or breach of, or default or change of control under, or give rise to a right of, or result in, termination, modification, cancellation or acceleration of any material obligation or to the loss of a material benefit under certain contracts or rights binding upon such party or its subsidiaries or result in the creation of any lien (other than certain permitted liens) upon any of the properties, rights or assets of such party or its subsidiaries, (ii) conflict with or violate Organizational Documents or (iii) conflict with or violate any laws applicable to such party or its subsidiaries or any of their respective properties or assets;

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due filing and accuracy of (i) forms, documents and reports required to be filed or furnished with the SEC, with respect to WestRock, or (ii) documents or announcements (including notifications to a regulatory information service approved by the FCA or published via the website www.investis.com) required to be filed or furnished under the Listing Rules, the Prospectus Regulation Rules, the DTRs and/or the Irish Companies Act, with respect to Smurfit Kappa;

•

fair presentation and compliance with applicable accounting requirements and published rules and regulations and U.S. GAAP with respect to WestRock’s financial statements, and fair presentation and compliance with applicable accounting requirements and published rules and regulations and IFRS EU with respect to Smurfit Kappa’s financial statements;

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disclosure controls and procedures and internal control over financial reporting;

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absence of undisclosed liabilities;

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compliance with laws and permits;

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environmental laws and regulations;

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matters related to employee benefit plans and ERISA compliance;

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since September 30, 2022, with respect to WestRock, or December 31, 2022, with respect to Smurfit Kappa: (i) absence of Effects that have had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the applicable party and (ii) absence of any action taken by a party or any of its subsidiaries that would have required consent pursuant to specified provisions of the Transaction Agreement had such action been taken after the execution of the Transaction Agreement;

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absence of certain investigations and litigation;

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accuracy and completeness of information supplied in connection with this proxy statement/​prospectus, this registration statement, the Smurfit Kappa Shareholder Circular, the Smurfit WestRock U.K. prospectus, any announcement to a regulatory information service made in connection with the Smurfit Kappa Shareholder Circular or the Smurfit WestRock U.K. prospectus, and any supplement or amendment thereto;

•

the Smurfit Kappa Shareholder Circular, the Smurfit WestRock U.K. prospectus and this registration statement (in the case of Smurfit Kappa and Smurfit WestRock), and this proxy statement/​prospectus (in the case of WestRock), complying in all material respects with the applicable legal requirements;

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tax matters;

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labor matters;

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intellectual property matters and information technology assets;

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real property matters;

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the votes of the WestRock Stockholders or the Smurfit Kappa Shareholders (as applicable) required to consummate the Smurfit Kappa Share Exchange and the Merger;

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material contracts;

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insurance matters;

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fees or commission payable to any investment banker, broker or finder connection with the Combination;

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matters relating to applicable bribery legislation, including the U.S. Foreign Corrupt Practices Act, and compliance with such legislation; and

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the absence of other representations or warranties made outside of the Transaction Agreement.

Representations and Warranties Only Made by WestRock

WestRock also makes representations and warranties in the Transaction Agreement relating to, among other things:

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receipt of oral opinions from Evercore Group L.L.C. and Lazard Frères & Co. LLC as to the fairness of the Merger Consideration, from a financial point of view, to WestRock Stockholders; and

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the inapplicability of anti-takeover laws or regulations to the Combination and the absence of any “poison pill” or shareholder rights plan.

Representations and Warranties Only Made by Smurfit Kappa

Smurfit Kappa also makes representations and warranties in the Transaction Agreement relating to, among other things:

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the formation, conduct, authorized share capital, issued share capital and Organizational Documents of Smurfit WestRock and Merger Sub, and the issuance of the Stock Consideration pursuant to the Merger; and

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the source of financing and sufficiency of funds to satisfy the obligations of Smurfit WestRock, Merger Sub and/or Smurfit Kappa under the Transaction Agreement, including the payment of the Cash Consideration, and any fees and expenses, and for any repayment or refinancing of any existing indebtedness of WestRock, Smurfit Kappa or any of their subsidiaries contemplated by or required in connection with the terms set forth in the Transaction Agreement.

Definition of Material Adverse Effect

Certain of the representations and warranties in the Transaction Agreement made by Smurfit Kappa, WestRock or Smurfit WestRock are subject to materiality or material adverse effect qualifications (i.e., they

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will not be deemed to be untrue or incorrect unless their failure to be true or correct is material or would result in a material adverse effect).

Under the Transaction Agreement, a material adverse effect with respect to Smurfit Kappa or WestRock is generally defined as any Effect that, individually or in the aggregate, has or would reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business or results of operations of Smurfit Kappa and the Smurfit Kappa subsidiaries, taken as a whole (as it relates to Smurfit Kappa) or of WestRock and the WestRock subsidiaries, taken as a whole (as it relates to WestRock), except that no Effect resulting or arising from any of the following shall be deemed to constitute a material adverse effect or shall be taken into account when determining whether a material adverse effect exists or has occurred or is reasonably expected to exist or occur:

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any changes in general U.S. or global economic conditions;

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any changes in conditions in any industry or industries in which such party operates;

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changes in general legal, tax, economic, political and/or regulatory conditions, including any changes affecting financial, credit or capital market conditions;

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any changes in U.S. GAAP or IFRS EU, including authoritative interpretations thereof;

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any adoption, implementation, promulgation, repeal, modification, amendment, or official reinterpretation of, or proposal to change, of any applicable law by any governmental entity;

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the execution and delivery of the Transaction Agreement or the consummation of the Combination or the public announcement of the Transaction Agreement or the Combination (it being understood that this bullet will not apply with respect to certain representations or warranties that are intended to address the consequences of the execution and delivery of the Transaction Agreement or the consummation of the Combination or the public announcement of the Transaction Agreement or the Combination or, to the extent related thereto, the absence of a material adverse effect);

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any change in the price or trading volume of WestRock’s or Smurfit Kappa’s shares, respectively, or such party’s credit ratings in and of itself (it being understood that the Effects giving rise or contributing to such changes that are not otherwise excluded from the definition of a “material adverse effect” may be taken into account);

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any failure by WestRock or Smurfit Kappa, respectively, to meet any internal or published projections, estimates or expectations of such party’s revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure by such party to meet its internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (it being understood that the Effects giving rise or contributing to such failure that are not otherwise excluded from the definition of a “material adverse effect” may be taken into account); or

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Effects arising out of changes in geopolitical conditions, acts of terrorism or sabotage, war (whether or not declared), the commencement, continuation or escalation of a war, acts of armed hostility, pandemics, weather conditions or other force majeure events, including any material worsening of such conditions threatened or existing as of the date of the Transaction Agreement;

except, in the case of bullets one through five and nine, to the extent that such Effects do not disproportionately impact WestRock or Smurfit Kappa, respectively, relative to other companies operating in the industry or industries in which such party operates.

Covenants Regarding Conduct of Business

Each of WestRock and Smurfit Kappa has agreed to be bound by certain covenants in the Transaction Agreement restricting the conduct of their respective businesses between the date of the Transaction Agreement and the earlier of Completion and the termination of the Transaction Agreement in accordance with its terms.

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Conduct of Business by WestRock

In general, except (i) as specifically required by the Transaction Agreement, (ii) as set forth in the applicable section of the WestRock disclosure schedule to the Transaction Agreement, (iii) as required by law, (iv) as undertaken pursuant to the parties’ commercially reasonable efforts and good-faith cooperation to finalize, agree to and implement the specific acquisition structure for effecting the Merger pursuant to the Transaction Agreement and determining the U.S. federal income tax treatment of the Merger, (v) with the prior written consent of Smurfit Kappa (which consent may not be unreasonably withheld, conditioned or delayed), or (vi) as set out in the specific exceptions to the conduct of business restrictions set out in the Transaction Agreement, WestRock has agreed to, and to cause each of its subsidiaries to, use commercially reasonable efforts to conduct its business in the ordinary course of business consistent with past practice in all material respects, including by using commercially reasonable efforts to preserve intact its and their present business organizations and to preserve its and their present relationships with customers, suppliers and other persons with whom it and they have material business relations.

In addition to these agreements regarding the conduct of business generally, except (i) as specifically required by the Transaction Agreement, (ii) as set forth in the WestRock disclosure schedule to the Transaction Agreement, (iii) as required by law, (iv) as undertaken pursuant to parties’ commercially reasonable efforts and good-faith cooperation to finalize, agree to and implement the specific acquisition structure for effecting the Merger pursuant to the Transaction Agreement and determining the U.S. federal income tax treatment of the Merger, or (v) with the prior written consent of Smurfit Kappa (which consent may not be unreasonably withheld, conditioned or delayed), WestRock has agreed not to, and to cause each of its subsidiaries not to:

•

authorize or pay any dividends on or make any distribution with respect to its outstanding shares of capital stock (whether in cash, assets, shares or other securities of WestRock or any WestRock subsidiary), except (i) dividends and distributions paid or made on a pro rata basis by a WestRock subsidiary in the ordinary course of business consistent with past practice or by a wholly owned WestRock subsidiary to WestRock or another wholly owned WestRock subsidiary and (ii) WestRock may continue to pay regular quarterly cash dividends on shares of WestRock Stock in accordance with the applicable section of WestRock disclosure schedule to the Transaction Agreement, consistent with past practice as to timing of declaration, record date and payment date;

•

split, combine, reduce or reclassify any of its capital stock, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock, except for any such transaction by a wholly owned WestRock subsidiary which remains a wholly owned WestRock subsidiary after consummation of such transaction;

•

except as required by applicable law or any WestRock Benefit Plan as in effect as of the date of the Transaction Agreement:

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increase the compensation or benefits payable or to become payable to any of its current or former directors, officers, or employees other than increases in annual base salaries of employees with an annual base salary of $300,000 or below at times and in amounts in the ordinary course of business consistent with the annual salary review schedule and practice in effect as of the date of the Transaction Agreement;

◦

grant to any of its current or former directors, officers, or employees any new, or increase in any existing, severance or termination pay;

◦

pay or award, or commit to pay or award, any bonuses, equity-based awards, or other incentive compensation;

◦

enter into any employment, severance, or retention agreement (excluding offer letters in the ordinary course of business consistent with past practice that provide for no severance or change in control benefits with employees permitted to be hired under the Transaction Agreement) establish, adopt, enter into, amend, terminate, adopt a formal interpretation of, or waive any of its rights under any collective bargaining agreement or WestRock Benefit Plan;

◦

take any action to accelerate any payment or benefit, or the funding of any payment or benefit, payable or to become payable to any of its current or former directors, officers, or employees;

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◦

terminate the employment of any employee with an annual base salary above $300,000, other than for cause; or

◦

hire or promote any employee to a position with an annual base salary above $300,000;

•

make any change in material financial accounting policies or procedures or any of its methods of reporting income, deductions or other material items for financial accounting purposes, except as required by a change in U.S. GAAP or SEC policy or the rules and regulations of the applicable stock exchange;

•

authorize or announce an intention to authorize, or enter into agreements providing for, any acquisitions of an equity interest in or the assets of any person or any business or division thereof, or any mergers, consolidations or business combinations or entry into any material joint venture, partnership or strategic alliance, except for (A) transactions between WestRock and a wholly owned WestRock subsidiary or between wholly owned WestRock subsidiaries, (B) purchases of raw materials, supplies or inventory made in the ordinary course of business consistent with past practice or (C) in one or more transactions with respect to which the aggregate consideration does not exceed $50,000,000 individually or $100,000,000 in the aggregate;

•

amend the Organizational Documents of WestRock, any significant subsidiary of WestRock or any of WRKCo Inc., WestRock RKT, LLC, WestRock MWV, LLC, WestRock Southeast, LLC, WestRock Cellulose Papel e Embalagens Ltda., Multi Packaging Solutions Limited, WestRock Company of Canada Corp., and WRK Luxembourg S.À.R.L.;

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issue, deliver, grant, sell, pledge, dispose of or encumber, or authorize the issuance, delivery, grant, sale, pledge, disposition or encumbrance of, any shares in its capital stock (including restricted stock), voting securities or other equity interest in WestRock or any WestRock subsidiary or any securities convertible into or exchangeable for any such shares, voting securities or equity interest, or any rights, warrants or options to acquire any such shares in its capital stock, voting securities or equity interest or any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock-based performance units or take any action to cause to be exercisable or vested any otherwise unexercisable or unvested WestRock Equity Awards, other than (A) issuances of shares of WestRock Stock in respect of any exercise of WestRock Options or the vesting or settlement of WestRock Equity Awards, in each case outstanding on the date hereof or permitted to be granted hereunder or (B) transactions between WestRock and a wholly owned WestRock subsidiary or between wholly owned WestRock subsidiaries;

•

directly or indirectly, purchase, redeem or otherwise acquire any shares in its capital or any rights, warrants or options to acquire any such shares in its capital, except for (A) withholding of shares of WestRock Stock otherwise deliverable pursuant to WestRock Equity Awards in order to satisfy obligations to pay the exercise price and/or tax withholding obligations with respect thereto pursuant to the terms of such awards, (B) the acquisition by WestRock of WestRock Equity Awards in connection with the forfeiture of such awards and (C) transactions between WestRock and a wholly owned WestRock subsidiary or between wholly owned WestRock subsidiaries;

•

(A) incur, create, assume or otherwise become liable or responsible for, or amend or modify the terms of, any Indebtedness (as defined in the Transaction Agreement) owed by WestRock or any WestRock subsidiary or guarantee any indebtedness of another person or (B) issue or sell any debt securities of WestRock or any WestRock subsidiary, including options, warrants, calls or other rights to acquire any debt securities of WestRock or any WestRock subsidiary;

•

make any loans to any other person, except for loans among WestRock and its wholly owned WestRock subsidiaries or among WestRock’s wholly owned WestRock subsidiaries;

•

sell, lease, license, transfer, exchange, swap or otherwise dispose of, or subject to any lien (other than certain permitted liens), any of its properties or assets (including shares in the capital of the WestRock subsidiaries), except (A) sales of inventory, or dispositions of obsolete or worthless equipment, in the ordinary course of business, (B) such transactions (other than pledges) with neither a fair market value of the assets or properties nor an aggregate purchase price that exceeds $50,000,000 individually or $100,000,000 in the aggregate and (C) for transactions among WestRock and its wholly owned WestRock subsidiaries or among wholly owned WestRock subsidiaries;

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compromise or settle any claim, litigation, investigation or proceeding, in each case made or pending by or against WestRock or any of the WestRock subsidiaries (including any compromise or settlement with respect to matters in which any of them is a plaintiff), or any of their officers and directors in their capacities as such, other than the compromise or settlement of claims, litigation, investigations or proceedings that: (A) is for an amount (in the case of amounts payable by WestRock or any of the WestRock subsidiaries, to the extent not covered by insurance proceeds) not to exceed, for any such compromise or settlement, $10,000,000 individually or $50,000,000 in the aggregate, (B) does not impose any injunctive or other non-monetary relief (other than immaterial and non-monetary relief incidental thereto) on WestRock and the WestRock subsidiaries, (C) does not provide for the license of any intellectual property and (D) relates to taxes (which shall be governed exclusively by the following bullet);

•

make, change or revoke any material tax election, adopt or change any tax accounting period or material method of tax accounting, file any material amended tax return, settle or compromise any audit, assessment, investigation or other proceeding relating to a material amount of taxes, agree to an extension or waiver of the statute of limitations with respect to a material amount of taxes, enter into any “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local, or non-U.S. law) with respect to any material tax, surrender any right to claim a material tax refund, or request any tax ruling from any governmental entity;

•

make any new capital expenditure or capital expenditures in excess of one hundred and ten percent (110%) of the amounts set forth in the fiscal year 2023-2024 capital plan for WestRock provided to Smurfit Kappa prior to the date of the Transaction Agreement; provided that any acquisition transactions that are capital expenditures permitted under limb (C) of the fifth bullet above shall be counted against the one hundred and ten percent (110%) capital expenditure threshold in this bullet;

•

(A) enter into any WestRock material contract or any contract that would, if entered into prior to the date of the Transaction Agreement, be a Willow Scheduled Material Contract (as defined in the Transaction Agreement), or (B) terminate, materially modify or materially amend any WestRock material contract or any other contract referred to in clause (A) or waive, release or assign any material rights or claims thereunder;

•

proceed with or engage in certain transactions or actions, without consulting with Smurfit Kappa reasonably in advance of such transactions or actions and without Smurfit Kappa’s written consent, which shall not be unreasonably withheld, conditioned or delayed, if such transaction or action would reasonably be expected to have adverse tax consequences on the Combination that, individually or in the aggregate, are material to WestRock and WestRock subsidiaries or after Completion, to Smurfit WestRock and subsidiaries; or

•

agree, in writing or otherwise, to take any of the foregoing actions.

Conduct of Business by Smurfit Kappa

In general, except (i) as specifically required by the Transaction Agreement, (ii) as set forth in the applicable section of the Smurfit Kappa disclosure schedule to the Transaction Agreement, (iii) as required by law, (iv) as undertaken pursuant to the parties’ commercially reasonable efforts and good-faith cooperation to finalize, agree to and implement the specific acquisition structure for effecting the Merger pursuant to the Transaction Agreement and determining the U.S. federal income tax treatment of the Merger, (v) with the prior written consent of WestRock (which consent may not be unreasonably withheld, conditioned or delayed), or (vi) as set out in the specific exceptions to the conduct of business restrictions set out in the Transaction Agreement, Smurfit Kappa has agreed to, and to cause each of its subsidiaries to, use commercially reasonable efforts to conduct its business in the ordinary course of business consistent with past practice in all material respects, including by using commercially reasonable efforts to preserve intact its and their present business organizations and to preserve its and their present relationships with customers, suppliers and other persons with whom it and they have material business relations.

In addition, except (i) as specifically required by the Transaction Agreement, (ii) as set forth in the Smurfit Kappa disclosure schedule to the Transaction Agreement, (iii) as required by law, (iv) as undertaken pursuant to parties’ commercially reasonable efforts and good-faith cooperation to finalize, agree to and

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implement the specific acquisition structure for effecting the Merger pursuant to the Transaction Agreement and determining the U.S. federal income tax treatment of the Merger, or (v) with the prior written consent of WestRock (which consent may not be unreasonably withheld, conditioned or delayed), Smurfit Kappa has agreed not to, and to cause each of its subsidiaries not to:

•

authorize or pay any dividends on or make any distribution with respect to its outstanding shares (whether in cash, assets, stock or other securities of Smurfit Kappa or any Smurfit Kappa subsidiary), except (i) dividends and distributions paid or made on a pro rata basis by a Smurfit Kappa subsidiary in the ordinary course of business consistent with past practice or by a wholly owned Smurfit Kappa subsidiary to Smurfit Kappa or another wholly owned Smurfit Kappa subsidiary and (ii) Smurfit Kappa may continue to pay regular annual and semi-annual cash dividends on Smurfit Kappa Shares in accordance with the applicable section of the Smurfit Kappa disclosure schedule to the Transaction Agreement, consistent with past practice as to timing of declaration, record date and payment date;

•

split, combine, reduce or reclassify any of its issued or unissued shares, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, its shares, except for any such transaction by a wholly owned Smurfit Kappa subsidiary which remains a wholly owned Smurfit Kappa subsidiary after consummation of such transaction;

•

except as required by applicable law or any Smurfit Kappa Benefit Plan as in effect as of the date of the Transaction Agreement:

◦

increase the compensation or benefits payable or to become payable to any of its current or former directors, officers, or employees other than increases in annual base salaries of employees with an annual base salary of €300,000 or below as of the date of the Transaction Agreement at times and in amounts in the ordinary course of business consistent with the annual salary review schedule and practice in effect as of the date of the Transaction Agreement;

◦

grant to any of its current or former directors, officers, or employees any new, or increase in any existing, severance or termination pay;

◦

pay or award, or commit to pay or award, any bonuses, equity-based awards, or other incentive compensation;

◦

enter into any employment, severance, or retention agreement (excluding offer letters in the ordinary course of business consistent with past practice that provide for no severance or change in control benefits with employees permitted to be hired under the Transaction Agreement);

◦

establish, adopt, enter into, amend, terminate, adopt a formal interpretation of, or waive any of its rights under any collective bargaining agreement or Smurfit Kappa Benefit Plan;

◦

take any action to accelerate any payment or benefit, or the funding of any payment or benefit, payable or to become payable to any of its current or former directors, officers, or employees;

◦

terminate the employment of any employee with an annual base salary above €300,000, other than for cause; or

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hire or promote any employee to a position with an annual base salary above €300,000;

•

except in connection with any change by Smurfit Kappa, Smurfit WestRock or Merger Sub or the Smurfit Kappa subsidiaries of their accounting to U.S. GAAP, which shall be made in reasonable consultation with WestRock, make any change in material financial accounting policies or procedures or any of its methods of reporting income, deductions or other material items for financial accounting purposes, except as required by a change in IFRS EU or U.S. GAAP or the rules and regulations of the applicable stock exchange;

•

authorize or announce an intention to authorize, or enter into agreements providing for, any acquisitions of an equity interest in or the assets of any Person or any business or division thereof, or any mergers, consolidations or business combinations or entry into any material joint venture, partnership or strategic alliance, except for (A) transactions between Smurfit Kappa and a wholly owned Smurfit Kappa subsidiary or between wholly owned Smurfit Kappa subsidiaries, (B) purchases

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of raw materials, supplies or inventory made in the ordinary course of business consistent with past practice or (C) in one or more transactions with respect to which the aggregate consideration does not exceed €50,000,000 individually or €100,000,000 in the aggregate;

•

amend the Organizational Documents of Smurfit Kappa, Smurfit WestRock, Merger Sub, any significant subsidiary of Smurfit Kappa or other material Smurfit Kappa subsidiary;

•

issue, deliver, grant, sell, pledge, dispose of or encumber, or authorize the issuance, delivery, grant, sale, pledge, disposition or encumbrance of, any shares (including restricted shares), voting securities or other equity interest in Smurfit Kappa or any Smurfit Kappa subsidiary or any securities convertible into or exchangeable for any such shares, voting securities or equity interest, or any rights, warrants or options to acquire any such shares, voting securities or equity interest or any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock-based performance units or take any action to cause to be exercisable or vested any otherwise unexercisable or unvested Smurfit Kappa Equity Awards, other than (A) issuances of Smurfit Kappa Shares in respect of any exercise, vesting or settlement of Smurfit Kappa Equity Awards, in each case outstanding on the date of the Transaction Agreement or permitted to be granted hereunder or (B) transactions between Smurfit Kappa and a wholly owned Smurfit Kappa subsidiary or between wholly owned Smurfit Kappa subsidiaries directly or indirectly, purchase, redeem or otherwise acquire any shares in its capital or any rights, warrants or options to acquire any such shares in its capital, except for (i) withholding of Smurfit Kappa Shares otherwise deliverable pursuant to Smurfit Kappa Equity Awards in order to satisfy obligations to pay the exercise price and/or tax withholding obligations with respect thereto pursuant to the terms of such awards, (ii) the acquisition by Smurfit Kappa of Smurfit Kappa Equity Awards in connection with the forfeiture of such awards and (iii) transactions between Smurfit Kappa and a wholly owned Smurfit Kappa subsidiary or between wholly owned Smurfit Kappa subsidiaries;

•

(A) incur, create, assume or otherwise become liable or responsible for, or amend or modify the terms of, any Indebtedness (as defined in the Transaction Agreement) owed by Smurfit Kappa or any Smurfit Kappa subsidiary or guarantee any indebtedness of another Person or (B) issue or sell any debt securities of Smurfit Kappa or any Smurfit Kappa subsidiary, including options, warrants, calls or other rights to acquire any debt securities of Smurfit Kappa or any Smurfit Kappa subsidiary;

•

make any loans to any other person, except for loans among (A) Smurfit Kappa and its wholly owned Smurfit Kappa subsidiaries or among Smurfit Kappa’s wholly owned Smurfit Kappa subsidiaries or (B) Smurfit WestRock and its wholly owned subsidiaries or among Smurfit WestRock’s wholly owned subsidiaries;

•

sell, lease, license, transfer, exchange, swap or otherwise dispose of, or subject to any lien (other than certain permitted liens), any of its properties or assets (including shares in the capital of the Smurfit Kappa subsidiaries), except (A) sales of inventory, or dispositions of obsolete or worthless equipment, in the ordinary course of business, (B) such transactions (other than pledges) with neither a fair market value of the assets or properties nor an aggregate purchase price that exceeds €50,000,000 individually or €100,000,000 in the aggregate and (C) for transactions among Smurfit Kappa and its wholly owned Smurfit Kappa subsidiaries or among wholly owned Smurfit Kappa subsidiaries;

•

compromise or settle any claim, litigation, investigation or proceeding, in each case made or pending by or against Smurfit Kappa or any of the Smurfit Kappa subsidiaries (including any compromise or settlement with respect to matters in which any of them is a plaintiff), or any of their officers and directors in their capacities as such, other than the compromise or settlement of claims, litigation, investigations or proceedings that: (A) is for an amount (in the case of amounts payable by Smurfit Kappa or any of the Smurfit Kappa subsidiaries, to the extent not covered by insurance proceeds) not to exceed, for any such compromise or settlement, €10,000,000 individually or €50,000,000 in the aggregate, (B) does not impose any injunctive or other non-monetary relief (other than immaterial and non-monetary relief incidental thereto) on Smurfit Kappa and the Smurfit Kappa subsidiaries, (C) does not provide for the license of any intellectual property and (D) relates to taxes (which shall be governed exclusively by the following bullet);

•

make, change or revoke any material tax election, adopt or change any tax accounting period or material method of tax accounting, file any material amended tax return, settle or compromise any

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audit, assessment, investigation or other proceeding relating to a material amount of taxes, agree to an extension or waiver of the statute of limitations with respect to a material amount of taxes, enter into any “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local, or non-U.S. law) with respect to any material tax, surrender any right to claim a material tax refund, or request any tax ruling from any governmental entity;

•

make any new capital expenditure or capital expenditures in excess of one hundred and ten percent (110%) of the amounts set forth in the 2023-2024 capital plan and budget for Smurfit Kappa provided to WestRock prior to the date of the Transaction Agreement; provided that any acquisition transactions that are permitted capital expenditures under limb (C) of the fifth bullet above shall be counted against the one hundred and ten percent (110%) capital expenditure threshold in this bullet;

•

proceed with or engage in certain transactions or actions, without consulting with WestRock reasonably in advance of such transactions or actions and without WestRock’s written consent, which shall not be unreasonably withheld, conditioned or delayed, if such transaction or action would reasonably be expected to have adverse tax consequences on the Combination that, individually or in the aggregate, are material to Smurfit Kappa and Smurfit Kappa subsidiaries or after Completion, to Smurfit WestRock and subsidiaries; or

•

agree, in writing or otherwise, to take any of the foregoing actions.

Non-Solicitation

The Transaction Agreement contains provisions outlining the circumstances in which Smurfit Kappa and WestRock may solicit, initiate or knowingly encourage or knowingly facilitate or engage in discussions or negotiations regarding, any potential Competing Proposals (defined below) or inquiries, proposals or offers which constitute or would reasonably be expected to lead to a Competing Proposal.

Under these reciprocal (except as noted below) provisions, each of Smurfit Kappa and WestRock has agreed that, except as expressly provided by the Transaction Agreement, until the earlier of the Merger Effective Time and the date on which the Transaction Agreement is terminated in accordance with its terms, it will not, and it will cause its affiliates and its and their respective directors, officers, employees, consultants, financial advisors, accountants legal counsel, investment bankers, and other agents, advisors and representatives not to, directly or indirectly:

•

solicit, initiate or knowingly encourage or knowingly facilitate (including by way of furnishing information), or engage in discussions or negotiations regarding, any inquiry, proposal or offer, or the making, submission or announcement of any inquiry, proposal or offer (including any inquiry, proposal or offer to its shareholders) which constitutes or would be reasonably expected to lead to a Competing Proposal;

•

participate in any negotiations regarding, or furnish to any Person any non-public information relating to the party or any subsidiary of such party in connection with a Competing Proposal;

•

engage in discussions with any Person with respect to any Competing Proposal;

•

except as required by the duties of the members of the party’s board of directors under applicable law, waive, terminate, modify or release any Person (other than, in the case of WestRock, Smurfit Kappa, Smurfit WestRock and Merger Sub and their respective affiliates, and, in the case of Smurfit Kappa, WestRock and its affiliates) from any provision of or grant any permission, waiver or request under any “standstill” or similar agreement or obligation;

•

make a Change of Recommendation (as defined below); or

•

resolve or agree to do any of the foregoing.

The Transaction Agreement also requires each of Smurfit Kappa and WestRock to, and to cause its affiliates and its and their respective directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers, and other agents, advisors and representatives to, immediately cease any and all existing discussions or negotiations with any parties (or provision of any non-public information to any parties) conducted prior to the entry into the Transaction Agreement with respect to any Competing Proposal or potential Competing Proposal.

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For purposes of this proxy statement/prospectus:

•

“Change of Recommendation” means, with respect to either WestRock or Smurfit Kappa:

◦

approving or recommending, or proposing publicly to approve or recommend, any Competing Proposal;

◦

withdrawing, changing, amending, modifying or qualifying, or proposing publicly to withdraw, change, amend, modify or qualify the Board Recommendation (as defined below);

◦

entering into any letter of intent or similar document relating to, or any agreement or commitment providing for, any Competing Proposal;

◦

(i) failing to send to such party’s shareholders, within 10 Business Days after the commencement of a tender or exchange offer relating to the party’s shares (or, if earlier, at least three Business Days prior to, in the case of WestRock, the WestRock Special Meeting, or, in the case of Smurfit Kappa, the EGM or the Scheme Meeting) a statement disclosing that the party recommends rejection of such tender or exchange offer and reaffirming the Board Recommendation or (ii) stating that the party recommends such tender or exchange offer or expresses no opinion or is unable to take a position (other than, in the case of WestRock, a “stop, look and listen” communication pursuant to Rule 14d-9(f) promulgated under the Exchange Act, or, in the case of Smurfit Kappa, a “stop, look and listen” communication) with respect to such tender or exchange offer; or

◦

failing to publicly reaffirm the Board Recommendation within 10 Business Days of such other party’s written request to do so (or, if earlier, at least three Business Days prior to, in the case of WestRock, the WestRock Special Meeting, or, in the case of Smurfit Kappa, the EGM or the Scheme Meeting) following the public announcement of any Competing Proposal (or any material amendment, including any change to the price or form of consideration); provided that the requesting party shall not be entitled to make such written request, and the party shall not be required to make such reaffirmation, more than once with respect to any Competing Proposal (or any material amendment thereto).

•

“Board Recommendation” means, with respect to WestRock, the recommendation by the WestRock Board to WestRock Stockholders that they approve and adopt the Transaction Agreement and the Combination, including the Merger, pursuant to the DGCL and the DLLCA, and with respect to Smurfit Kappa, the recommendation by the Smurfit Kappa Board to Smurfit Kappa Shareholders that they vote in favor of the EGM Resolutions and the Scheme Resolution.

•

“Competing Proposal” means any proposal or offer made by a Person or group (other than a proposal or offer by, in the case of WestRock, Smurfit Kappa or any of its subsidiaries, or in the case of Smurfit Kappa, WestRock or any of its subsidiaries) at any time which is structured to permit any Person or group or any of their respective shareholders to acquire, directly or indirectly, beneficial ownership of at least 20% of the properties or assets (including shares in the capital of the party’s subsidiaries) of, equity interest in, or businesses of, the party or the party’s group (whether pursuant to a merger, consolidation, scheme of arrangement or other business combination, or any sale or issuance of shares of capital stock, sale of assets, tender offer or exchange offer or otherwise, including any single or multistep transaction or series of related transactions), in each case other than the Combination.

If a party receives, prior to the receipt of the Smurfit Kappa Shareholder Approval, in the case of Smurfit Kappa, or prior to the receipt of the WestRock Stockholder Approval, in the case of WestRock, a bona fide, unsolicited, written Competing Proposal which the relevant party’s board of directors determines in good faith after consultation with such party’s outside legal and financial advisors (i) constitutes a Superior Proposal (defined below) or (ii) would reasonably be expected to result, after such party takes any of the actions referred to in either of clause (x) or (y) below, in a Superior Proposal, then in either event (if such party has not materially breached its non-solicitation obligations under the Transaction Agreement), the party may (x) furnish non-public information to the person making such Superior Proposal, if, and only if, prior to so furnishing such information, such party receives from such person an executed confidentiality agreement that contains terms that are no less favorable in the aggregate to such party than those contained in

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the confidentiality agreement between Smurfit Kappa and WestRock, except that such confidentiality agreement need not include standstill provisions that would restrict the making of or amendment or modification to Competing Proposals, and promptly (but in no event later than twenty-four (24) hours thereafter) provide a copy thereof to the other party and (y) engage in discussions or negotiations with such person with respect to the Competing Proposal.

Each of Smurfit Kappa and WestRock, as applicable, is required to notify the other promptly (but in any event no later than 24 hours) after (i) receipt of any Competing Proposal or any offers, proposals or inquiries that would reasonably be expected to lead to a Competing Proposal, (ii) any inquiry or request for non-public information relating to such party or any subsidiary of such party by any person who has made or would reasonably be expected to make any Competing Proposal. Such notice will indicate the identity of such person and the material terms and conditions of any such proposal or offer and the nature of the information requested. In addition, each of Smurfit Kappa and WestRock shall promptly (but in any event within 24 hours) after the receipt thereof, provide to the other party copies of any written documentation and written correspondence (and summaries of oral correspondence) that describes any of the material terms or conditions of such Competing Proposal (including any draft agreements or term sheets submitted by either party in connection therewith) which is exchanged by such party with any person making such Competing Proposal or with whom discussions or negotiations would reasonably be expected to lead to a Competing Proposal. Each of Smurfit Kappa and WestRock, as applicable, is also required to keep the other party reasonably informed of the status and material terms (including any amendments thereto) of any such Competing Proposal and the nature of any information requested with respect thereto. Each party has agreed to promptly (but in any event within 24 hours) provide to the other party any material non-public information provided to any other Person in connection with any potential Competing Proposal that was not previously provided to such other party. Smurfit Kappa and WestRock shall not take any action to exempt any person from the restrictions on “business combinations” contained in any applicable takeover statute or otherwise cause such restrictions not to apply.

Board Change of Recommendation

Prior to the receipt of the Smurfit Kappa Shareholder Approval, in the case of Smurfit Kappa, or prior to the receipt of the WestRock Stockholder Approval, in the case of WestRock, such party’s board of directors may, subject to complying with certain obligations described below, make a Change of Recommendation:

•

following the receipt of a bona fide, unsolicited written Competing Proposal which such party’s board of directors determines in good faith after consultation with their outside legal and financial advisors is a Superior Proposal if, and only if, such party did not materially breach their non-solicitation obligations set forth in the Transaction Agreement in connection with such Competing Proposal; or

•

in response to an Intervening Event (as defined below).

In each case, such party’s board of directors must have determined in good faith after consultation with such party’s outside legal counsel that the failure to take such action would reasonably be expected to be inconsistent with the duties of the members of the party’s board of directors under applicable law and must comply with the “Last Look” obligations described below.

For purposes of this proxy statement/prospectus:

•

“Intervening Event” means, with respect to either Smurfit Kappa or WestRock, as applicable, a material Effect that (a) was not known or reasonably foreseeable (or, if known or reasonably foreseeable, the material consequences of which were not known or reasonably foreseeable) on the date of the Transaction Agreement and (b) does not relate to or involve (i) the receipt, existence of or terms of any Competing Proposal or inquiry or other communication relating thereto or the consequences thereof or (ii) any change in the applicable party’s credit rating, in and of itself, market price or trading volume, in and of itself, or the mere fact, in and of itself, that such party has met, exceeded or failed to meet any internal or published projections, forecasts, estimates or predictions of revenue, earnings or other financial or operating metrics (but the Effects giving rise or contributing to any of the foregoing in this clause (b)(ii) may be taken into account).

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“Superior Proposal” means a bona fide proposal or offer constituting a Competing Proposal (with references to twenty percent (20%) being deemed to be replaced with references to eighty percent (80%)), which the board of directors of the party receiving the Competing Proposal determines in good faith after consultation with such party’s outside legal and financial advisors to be (i) more favorable to such party’s shareholders from a financial point of view than the Combination, taking into account all relevant factors (including all the terms and conditions of such proposal or offer and the Transaction Agreement (including any changes to the terms of the Transaction Agreement proposed by the other party in response to such offer or otherwise)) and (ii) reasonably capable of being completed, taking into account all financial, legal, regulatory and other aspects of such proposal or offer.

Last Look.   Notwithstanding the above, each party’s board of directors may not make a Change of Recommendation, unless, prior to taking such action, such party:

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provides the other party with five Business Days’ prior written notice advising the other party it intends to effect a Change of Recommendation and specifying, in reasonable detail, the reasons therefor (including, in the case of a Change of Recommendation as a result of an Intervening Event, the material facts and circumstances relating to the applicable Intervening Event, or, in the case of a Change of Recommendation as a result of a Superior Proposal, the material terms and conditions of the Competing Proposal); and

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during such five-Business-Day period such party will consider in good faith any proposal by such other party to amend the terms of the Transaction Agreement in a manner that would obviate the need to effect the Change of Recommendation and shall, to the extent requested by the other party, negotiate in good faith in connection with the other party and its representatives and, in the case of a Change of Recommendation as a result of a Superior Proposal, consider in good faith any proposal by the other party to amend the terms and conditions of the Transaction Agreement such that such Competing Proposal would no longer constitute a Superior Proposal and shall, to the extent requested by such other party, negotiate in good faith with such other party and its representatives in connection therewith.

No Change of Recommendation will relieve either party from its obligations to submit the matters which are subject to approval by its shareholders to its shareholders at the WestRock Special Meeting, the EGM or Scheme Meeting in accordance with the terms of the Transaction Agreement. In the event of any material amendment to the amount or form of consideration payable in connection with any such Competing Proposal shall require a new written notice to the other party and an additional three-Business-Day period.

Shareholder Meetings

Under the terms of the Transaction Agreement, the parties have agreed to use their reasonable best efforts to cause the WestRock Special Meeting, the Scheme Meeting, and the Extraordinary General Meeting to be held on the same date.

WestRock Special Meeting

WestRock has agreed to, in accordance with applicable law and its Organizational Documents, use its reasonable best efforts to cause this proxy statement/prospectus to be mailed to the WestRock Stockholders entitled to vote at the WestRock Special Meeting and to hold the WestRock Special Meeting as promptly as reasonably practicable after this proxy statement/prospectus is declared effective under the Securities Act. To the extent that the WestRock Board has not made a Change of Board Recommendation pursuant to the terms of the Transaction Agreement (as described in the section of this proxy statement/prospectus entitled “The Transaction Agreement — Board Change of Recommendation”), WestRock will, through the WestRock Board, make the WestRock Board Recommendation, include such Board Recommendation in this proxy statement/prospectus and solicit and use its reasonable best efforts to obtain the WestRock Stockholder Approval.

WestRock will not adjourn or postpone the WestRock Special Meeting; provided, however, that WestRock may, without the consent of Smurfit Kappa, adjourn or postpone the WestRock Special Meeting

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(i) if, on a date for which the WestRock Special Meeting is scheduled, WestRock has not received proxies representing a sufficient number of shares of WestRock Stock to obtain the WestRock Stockholder Approval whether or not a quorum is present, in which case WestRock will have the right to make one or more successive postponements or adjournments of the WestRock Special Meeting, but only until a meeting can be held at which there are a sufficient number of votes of holders of WestRock Stock to obtain the WestRock Stockholder Approval, provided that no postponement or adjournment of the WestRock Special Meeting pursuant to this section (i) may be for a period of more than 10 Business Days on any single occasion or, on any occasion, to a date after the earlier of (x) 30 days after the date for which the WestRock Special Meeting was originally scheduled and (y) 20 Business Days before the End Date or (ii) to the extent required by applicable law, including adjournments or postponements to the extent reasonably necessary to ensure that any required supplement or amendment to this proxy statement/prospectus is provided or made available to WestRock Stockholders or to permit dissemination of information which is material to the WestRock Stockholders voting at the WestRock Special Meeting, but only for so long as the WestRock Board determines in good faith, after having consulted with outside counsel, that such action is reasonably necessary to give WestRock Stockholders sufficient time to evaluate any such supplement or amendment or other information. WestRock shall keep Smurfit Kappa reasonably informed in the two weeks prior to the WestRock Special Meeting of the number of proxy votes received in respect of resolutions to be proposed at the WestRock Special Meeting and, in any event, provide such number promptly upon the reasonable request of Smurfit Kappa.

Notwithstanding anything in the Transaction Agreement (including any Change of Recommendation by WestRock), unless the Transaction Agreement is terminated in accordance with its terms prior to the time of the WestRock Special Meeting, the WestRock Special Meeting shall be convened and the Transaction Agreement shall be submitted to the WestRock Stockholders at the WestRock Special Meeting in accordance with the terms of the Transaction Agreement, and nothing contained therein shall be deemed to relieve WestRock of its obligations to submit the Transaction Agreement to the WestRock Stockholders for a vote on the approval and adoption thereof.

Smurfit Kappa Scheme Meeting and Extraordinary General Meeting

Smurfit Kappa, Smurfit WestRock and Merger Sub have agreed to, (i) as promptly as reasonably practicable, make all necessary applications to the Irish High Court in connection with the implementation of the Scheme (including issuing appropriate proceedings requesting the Irish High Court to order that the Scheme Meeting be convened as promptly as reasonably practicable following the effectiveness of this proxy statement/prospectus), and use their reasonable best efforts so as to ensure that the hearing of such proceedings occurs as promptly as reasonably practicable in order to facilitate the despatch of the Smurfit Kappa Shareholder Circular and seek such directions of the Irish High Court as they consider necessary or desirable in connection with such Scheme Meeting, (ii) procure the publication of the requisite advertisements and despatch of the Smurfit Kappa Shareholder Circular and the forms of proxy for use at the Scheme Meeting and the Extraordinary General Meeting to Smurfit Kappa Shareholders on the Smurfit Kappa Register of Members on the record date as agreed with the Irish High Court, and thereafter publish and/or post such other documents and information as the Irish High Court may approve or direct from time to time in connection with the implementation of the Scheme in accordance with applicable law as promptly as reasonably practicable after the approval of the Irish High Court to publish or post such documents have been obtained, (iii) unless the Smurfit Kappa Board has affected a Change of Recommendation pursuant to the terms of the Transaction Agreement, procure that the Smurfit Kappa Shareholder Circular include the Smurfit Kappa Board Recommendation, (iv) include in the Smurfit Kappa Shareholder Circular a notice convening the Extraordinary General Meeting to be held immediately following the Scheme Meeting to consider and, if thought fit, approve the EGM Resolutions and the Smurfit Kappa Distributable Reserves Proposal and such other resolutions as Smurfit Kappa considers necessary or appropriate for the purposes of implementing the Scheme or the Merger, (v) prior to the Scheme Meeting and the Extraordinary General Meeting, keep WestRock reasonably informed in the two (2) weeks prior to the Scheme Meeting and the Extraordinary General Meeting of the number of proxy votes received in respect of resolutions to be proposed at the Scheme Meeting and/or the Extraordinary General Meeting, and in any event provide such number promptly upon the reasonable request of WestRock, (vi) hold the Scheme Meeting and the Extraordinary General Meeting on the date set forth in the Smurfit Kappa Shareholder Circular, or such later date as is permitted by the terms of the Transaction Agreement or as may be agreed in writing between

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the parties, (vii) following the Scheme Meeting and the Extraordinary General Meeting, assuming the Smurfit Kappa Resolutions are duly passed and all other Conditions (except for those Conditions which by their terms are to be satisfied on the Sanction Date) are satisfied or waived, take all necessary steps on the part of Smurfit Kappa to prepare and issue such court documents as are required to seek the sanction of the High Court to the Scheme as promptly as reasonably practicable thereafter (provided that Smurfit Kappa shall be permitted to make honest and complete disclosure to the Irish High Court at the Scheme Hearing as required by applicable law), (viii) give such undertakings as are required by the Irish High Court in connection with the Scheme and as Smurfit Kappa determines to be reasonable or desirable to implement the Scheme, (ix) in the case of Smurfit WestRock only, instruct counsel to appear on its behalf at the Scheme Meeting and undertake to be bound by the terms of the Scheme insofar as it relates to Smurfit WestRock and (x) unless the Smurfit Kappa Board has effected a Change of Recommendation pursuant to the terms of the Transaction Agreement, keep WestRock reasonably informed as to the performance of the Smurfit Kappa obligations pursuant to the Scheme.

Save as required by law and/or the Irish High Court, Smurfit Kappa may not:

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amend the Scheme after despatch of the Smurfit Kappa Shareholder Circular without the consent of WestRock (such consent not to be unreasonably withheld, conditioned or delayed);

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adjourn or postpone the Scheme Meeting or the Extraordinary General Meeting after despatch of the Smurfit Kappa Shareholder Circular without the consent of WestRock, except (i) in the case of adjournment, if requested by the Smurfit Kappa Shareholders (on a poll) to do so, provided that the resolution was not proposed by Smurfit Kappa or any of its affiliates or any of its or its affiliates’ officers, directors, employees, agents or other representatives, (ii) to the extent required by applicable law, including adjournments or postponements to the extent reasonably necessary to ensure that any required supplement or amendment to the Smurfit Kappa Shareholder Circular is provided or made available to the Smurfit Kappa Shareholders or to permit dissemination of information which is material to shareholders voting at the Scheme Meeting or the Extraordinary General Meeting, but only for so long as the Smurfit Kappa Board determines in good faith, after having consulted with outside counsel, that such action is reasonably necessary to give the Smurfit Kappa Shareholders sufficient time to evaluate any such supplement or amendment or other information or (iii) if as of the time the Scheme Meeting or Extraordinary General Meeting is scheduled (as set forth in the Smurfit Kappa Shareholder Circular), there are insufficient Smurfit Kappa Shares represented (either in person or by proxy) (A) to constitute a quorum necessary to conduct the business of the Scheme Meeting or the Extraordinary General Meeting, but only until a meeting can be held at which there are a sufficient number of Smurfit Kappa Shares represented to constitute a quorum or (B) voting for the approval of the Scheme Resolution or the EGM Resolutions, as applicable, but only until a meeting can be held at which there are a sufficient number of votes of holders of Smurfit Kappa Shares to approve the Scheme Resolution or the EGM Resolutions, as applicable; provided, further, that no such postponement or adjournment pursuant to sub-clause (iii) above may be for a period of more than 10 Business Days on any single occasion or, on any occasion, to a date after the earlier of (x) 30 Business Days after the date on which the Scheme Meeting or Extraordinary General Meeting was originally scheduled, as applicable, and (y) 20 Business Days before the End Date; or

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amend the EGM Resolutions and the Scheme Resolution (in each case, in the form set out in the Smurfit Kappa Shareholder Circular) after despatch of the Smurfit Kappa Shareholder Circular without the consent of WestRock (such consent not to be unreasonably withheld, conditioned or delayed).

No Change of Recommendation by the Smurfit Kappa Board shall relieve Smurfit Kappa from its obligations to submit the matters which are the subject of the Smurfit Kappa Shareholder Approval to the Smurfit Kappa Shareholders at the EGM and the Court Meeting in accordance with the terms of the Transaction Agreement.

Smurfit WestRock Distributable Reserves Creation and Certain Shareholder Resolutions

Unless WestRock and Smurfit Kappa otherwise agree, (i) WestRock is required to use its reasonable best efforts to submit to the vote of the WestRock Stockholders at the WestRock Special Meeting the

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WestRock Distributable Reserves Proposal and (ii) Smurfit Kappa is required to use its reasonable best efforts to submit to the vote of the Smurfit Kappa Shareholders at the EGM the Smurfit Kappa Distributable Reserves Proposal. The parties have agreed that none of the approval of the WestRock Distributable Reserves Proposal, the approval of the Smurfit Kappa Distributable Reserves Proposal or the implementation of the Smurfit WestRock Distributable Reserves Creation will be a condition to the parties’ obligation to effect the Smurfit Kappa Share Exchange or the Merger.

Prior to Completion, Smurfit Kappa and Smurfit WestRock are required to procure the passing, in each case by the requisite majority, of resolutions of the shareholders of Smurfit WestRock approving (i) the re-registration of Smurfit WestRock as a public limited company, (ii) the Smurfit WestRock Distributable Reserves Creation, (iii) an increase of Smurfit WestRock’s authorized share capital, (iv) the ability of Smurfit WestRock to purchase its own shares and reissue treasury shares and (v) amendments to the Smurfit WestRock Constitution in the form agreed by the parties acting reasonably and in good faith with the objective to align to the greatest extent practicable the amended Smurfit WestRock Constitution with the form of the memorandum and articles of association of Smurfit Kappa immediately prior to Completion as supplement by such amendments which are contemplated by the Transaction Agreement or may be required or customary for an Irish public limited company listed on both the LSE and the NYSE.

Subject to approval of the Smurfit Kappa Distributable Reserves Proposal by the Smurfit Kappa Shareholders, the WestRock Distributable Reserves Proposal by the WestRock Stockholders, and the Smurfit WestRock Distributable Reserves Creation by the pre-Completion shareholders of Smurfit WestRock, Smurfit WestRock is required, as promptly as reasonably practicable following Completion, to prepare and file an application to the Irish High Court for an order pursuant to the Irish Companies Act approving the Smurfit WestRock Distributable Reserves Creation.

Efforts to Obtain Required Approvals

Subject to the terms and conditions of the Transaction Agreement, each of Smurfit Kappa and WestRock has agreed to, and to cause each of their respective subsidiaries to, cooperate and to use their respective reasonable best efforts to obtain any clearances required in connection with the consummation of the Combination under the HSR Act and any other Antitrust Laws. In particular, each party has agreed:

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to provide as promptly as reasonably practicable any additional information and documentary material as may be requested by a governmental entity;

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to jointly develop, and cooperate with the other and consider in good faith the views of the other in connection with, all communications and strategy (both substantive and procedural, including relating to timing and any voluntary extensions thereof) relating to the obtaining of clearances from governmental entities under Antitrust Laws in connection with the Combination;

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to respond in good faith to any reasonable requests for information made by the other party in connection with such matters and allow the other party and its counsel a reasonable opportunity to review in advance and comment on the drafts of all such filings, submissions and other communications and consider such comments in good faith;

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not to, and cause their subsidiaries and affiliates not to, agree to stay, toll or extend any applicable waiting period under any Antitrust Laws, enter into or extend a timing agreement with any governmental entity or withdraw or refile any filing under any Antitrust Laws, without the prior written consent of the other party;

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to promptly advise each other of any material written or oral communication (received by it or any subsidiary) from any governmental entity in connection with the consummation of the Combination;

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not to participate in any meeting or material discussion with any governmental entity in respect of any filing, investigation, or enquiry concerning the Transaction Agreement or the Combination unless it consults with the other party in advance, and, unless prohibited by such governmental entity, gives the other party the opportunity to attend; and

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to promptly furnish the other party with copies of all material correspondence, filings, and written communications between them and their subsidiaries and representatives, on the one hand, and any

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governmental entity or its respective staff, on the other hand, with respect to the Transaction Agreement and the Combination.

In furtherance and not in limitation of the foregoing, and to resolve the objections, if any, that a governmental entity may assert under any Antitrust Laws with respect to the Combination, and to avoid or eliminate any impediment under any Antitrust Laws that may be asserted by any governmental entity with respect to the Combination so as to enable Completion to occur as promptly as reasonably practicable and in any event no later than the End Date, Smurfit Kappa and WestRock agreed to (i) propose, negotiate, commit to and effect, by consent decree or otherwise, the sale, divestiture, license, or disposition of any businesses, assets, equity interests, product lines or properties of Smurfit Kappa or WestRock (or any of their respective subsidiaries), including by proposing, negotiating, committing to, and effecting, any ancillary agreements or arrangements reasonably necessary to effectuate such sale, divestiture, license, or disposition, and (ii) take any action, or agree to take any action, that would limit Smurfit Kappa’s, WestRock’s, or any of their respective subsidiaries’ (or, following Completion, Smurfit WestRock’s) freedom of action with respect to any businesses, assets, equity interests, product lines or properties of Smurfit Kappa or WestRock (or any of their respective subsidiaries) as may be required in order to obtain all clearances required under any Antitrust Laws or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Combination or delay Completion, in each case to permit and cause the applicable conditions to be satisfied as promptly as reasonably practicable and in any event prior to the End Date. To assist Smurfit Kappa in complying with these obligations, WestRock shall, and shall cause its subsidiaries to, enter into one or more agreements requested by Smurfit Kappa to be entered into by any of them prior to Completion with respect to any transaction to divest or other remedial action with respect to any of the businesses, assets, equity interests, product lines or properties of WestRock or any of its subsidiaries; provided, however, that the consummation of the transactions provided for in any such agreement for a remedial action shall be conditioned upon Completion. Notwithstanding anything in the Transaction Agreement to the contrary, nothing in the Transaction Agreement shall require, or be deemed to require, Smurfit Kappa or WestRock (or any of their respective subsidiaries), or permit, or be deemed to permit, WestRock (or any of its subsidiaries), without the prior written consent of Smurfit Kappa, to take, agree to take, or consent to the taking of any remedial action with respect to any businesses, assets, equity interests, product lines or properties of Smurfit Kappa or WestRock (or any of their respective subsidiaries), or any combination thereof, that in the aggregate generated total revenues in excess of $750,000,000 in the 12-month period ended December 31, 2022.

Neither WestRock nor Smurfit Kappa shall, and each of WestRock and Smurfit Kappa shall not permit any of its subsidiaries or affiliates to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in or otherwise making any investment in, or by any other manner, any person or portion thereof, or otherwise acquire or agree to acquire or make any investment in any assets, or agree to any commercial or strategic relationship with any person, in each case, if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger, consolidation, investment or commercial or strategic relationship would reasonably be expected to (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining any such clearances or (ii) materially increase the risk of any governmental entity entering an order or injunction prohibiting the consummation of the Combination.

Directors’ and Officers’ Insurance and Indemnification

Smurfit WestRock has agreed that all rights to indemnification, advancement of expenses or exculpation (including all limitations on personal liability) existing as of the date of the Transaction Agreement in favor of each present and former director, officer or employee of WestRock, Smurfit Kappa or any of their respective subsidiaries provided for in their respective Organizational Documents or in any agreement to which Smurfit Kappa or WestRock (as applicable) or any of their respective subsidiaries is a party in respect of actions or omissions occurring at or prior to the Merger Effective Time (in respect of WestRock and its subsidiaries) or the Scheme Effective Time (in respect of Smurfit Kappa and its subsidiaries) (including actions or omissions occurring at or prior to the Merger Effective Time (in respect of WestRock and its subsidiaries) or the Scheme Effective Time (in respect of Smurfit Kappa and its subsidiaries) arising out of the Combination) shall survive the consummation of the Combination and shall continue in full force and effect in accordance with their terms. For a period of six years after the Merger Effective Time, Smurfit

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WestRock is required to maintain in effect the provisions for indemnification, advancement of expenses or exculpation in the Organizational Documents of WestRock, Smurfit Kappa and their respective subsidiaries or in any agreement to which WestRock, Smurfit Kappa or any of their respective subsidiaries is a party and is prohibited from amending, repealing or otherwise modifying such provisions in any manner that would adversely affect the rights thereunder of any individuals who at any time prior to the Merger Effective Time (in respect of WestRock and its subsidiaries) or the Scheme Effective Time (in respect of Smurfit Kappa and its subsidiaries) were directors, officers or employees of WestRock or Smurfit Kappa (as applicable) or any of their respective subsidiaries in respect of actions or omissions occurring at or prior to the Merger Effective Time or the Scheme Effective Time (as applicable) (including actions or omissions occurring at or prior to the Merger Effective Time or the Scheme Effective Time (as applicable) arising out of the Combination); provided, however, that in the event that any claim, action, suit, proceeding or investigation is pending, asserted or made either prior to the Merger Effective Time or within such six-year period, all rights to indemnification, advancement of expenses or exculpation required to be continued pursuant to this paragraph in respect thereof shall continue until disposition thereof.

At and after the Merger Effective Time (in the case of WestRock and its subsidiaries) or the Scheme Effective Time (in the case of Smurfit Kappa and its subsidiaries), WestRock and Smurfit Kappa, as applicable, have agreed, and Smurfit WestRock has agreed to cause WestRock and Smurfit Kappa, as applicable, to the fullest extent permitted under applicable law, to indemnify and hold harmless each present and former director, officer or employee of WestRock or Smurfit Kappa, as applicable, and their respective subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of any other company, joint venture, trust or enterprise if such service was at the request or for the benefit of WestRock or Smurfit Kappa, as applicable, or any of their respective subsidiaries (each, together with his or her respective heirs and representatives, an “Indemnified Party”) against all costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by law; provided, that each such Indemnified Party provides an undertaking to repay such advances if it is ultimately determined that such party is not entitled to indemnification), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any actual or threatened claim, action, suit, proceeding or investigation (whether arising before, at or after the Merger Effective Time or the Scheme Effective Time, as applicable), whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or omission in such person’s capacity as a director, officer or employee of WestRock or Smurfit Kappa, as applicable, or any of their respective subsidiaries or as a director, officer, member, trustee or fiduciary of another company, joint venture, trust or other enterprise if such service was at the request or for the benefit of WestRock or Smurfit Kappa, as applicable, or any of their respective subsidiaries, in each case occurring or alleged to have occurred at or before the Merger Effective Time or the Scheme Effective Time, as applicable (including actions or omissions occurring at or prior to the Merger Effective Time or the Scheme Effective Time, as applicable, arising out of the Combination).

For a period of six years after the Merger Effective Time (in the case of WestRock and its subsidiaries) or the Scheme Effective Time (in the case of Smurfit Kappa and its subsidiaries), Smurfit WestRock shall cause to be maintained in effect (i) the coverage provided by the directors’ and officers’ liability insurance and fiduciary liability insurance in effect as of the Merger Effective Time or the Scheme Effective Time, as applicable, maintained by WestRock or Smurfit Kappa, as applicable, and their respective subsidiaries with respect to any matters arising on or before the Merger Effective Time or the Scheme Effective Time, as applicable (provided that Smurfit WestRock may substitute therefor policies with a carrier with comparable credit ratings to the existing carrier of at least the same coverage and amounts containing terms and conditions which are no less favorable to the insured), or (ii) a “tail” policy (which WestRock or Smurfit Kappa may purchase at its option prior to the Merger Effective Time or the Scheme Effective Time, as applicable, and, in such case, Smurfit WestRock will cause such policy to be in full force and effect, and shall cause all obligations thereunder to be honored by WestRock or Smurfit Kappa, as applicable) under the applicable existing directors’ and officers’ policy that covers those persons who are currently covered by the applicable directors’ and officers’ policy in effect as of the date of the Transaction Agreement for actions and omissions occurring at or prior to the Merger Effective Time or the Scheme Effective Time, as applicable, is from a carrier with comparable credit ratings to the applicable existing directors’ and officers’ insurance policy carrier and contains terms and conditions that are no less favorable to the insured than those of the applicable directors’ and officers’ insurance policy in effect as of the date of the Transaction Agreement;

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provided, however, that, after the Merger Effective Time or the Scheme Effective Time, as applicable, Smurfit WestRock shall not be required to pay annual premiums in excess of (and if WestRock or Smurfit Kappa purchase such a tail policy, the cost thereof shall not exceed) three hundred percent (300%) of the last annual premium paid by WestRock or Smurfit Kappa, as applicable, prior to the date of the Transaction Agreement in respect of the coverages required to be obtained pursuant hereto, but in such case WestRock or Smurfit Kappa, as applicable, shall purchase as much coverage as reasonably practicable for such amount.

Employee Benefits

Smurfit Kappa and WestRock are required to cooperate in good faith in reviewing, evaluating and analyzing the Smurfit Kappa Benefit Plans and WestRock Benefit Plans with a view towards developing appropriate new benefit plans, or selecting the Smurfit Kappa Benefit Plans or WestRock Benefit Plans, as applicable, that shall apply with respect to employees of Smurfit WestRock and its subsidiaries (including the Surviving Corporation and its subsidiaries) after the Merger Effective Time (collectively, the “New Benefit Plans”), which New Benefit Plans shall, to the extent permitted by applicable law, and among other things, (i) treat similarly situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities and (ii) not discriminate between employees who were covered by Smurfit Kappa Benefit Plans, on the one hand, and those covered by WestRock Benefit Plans, on the other hand, at the Merger Effective Time. Smurfit Kappa and WestRock have agreed that the consummation of the transactions contemplated by the Transaction Agreement will result in a change in control (or any other words or terms of similar import) for purposes of all WestRock Benefit Plans.

Each individual who is an employee of WestRock or any of the WestRock subsidiaries or Smurfit Kappa or any of the Smurfit Kappa subsidiaries immediately prior to the Merger Effective Time (including those on any paid time off or leave of absence) and continues to be an employee of Smurfit WestRock or the Surviving Corporation or any subsidiary thereof immediately following the Merger Effective Time is referred to as a “Continuing Employee.” For a period of 12 months following the Merger Effective Time, Smurfit WestRock shall, and shall cause its subsidiaries to, maintain for the benefit of each Continuing Employee (i) a base salary or wage rate that is no less favorable than those in effect for such employee as of the Merger Effective Time, (ii) target annual (or other short-term periodic) cash incentive opportunities (including annual bonus and commission) and equity and equity-based incentive opportunities (provided that Smurfit WestRock may elect to substitute cash incentive opportunities for equity and equity-based incentive opportunities and may set performance metrics and goals) that are no less favorable in the aggregate than those in effect for such employee as of the Merger Effective Time, and (iii) severance benefits that are no less favorable than the benefits provided under the applicable WestRock Benefit Plan or Smurfit Kappa Benefit Plan as of the Merger Effective Time.

Effective as of the Merger Effective Time and thereafter, Smurfit WestRock shall provide or cause to be provided that periods of employment with WestRock or Smurfit Kappa (including any current or former affiliate or predecessor thereof) shall be taken into account for all purposes under all employee benefit plans maintained by Smurfit WestRock or an affiliate of Smurfit WestRock for the benefit of the Continuing Employees following the Merger Effective Time, as applicable, including paid-time-off plans or arrangements, 401(k), pension or other retirement plans and any severance or health or welfare plans (other than as would result in a duplication of benefits or for any purpose under any defined benefit pension plan, postretirement welfare plan, or plan that is grandfathered or frozen, in each case, in which the applicable Continuing Employee did not participate prior to the Merger Effective Time).

Effective as of the Merger Effective Time and thereafter, Smurfit WestRock shall, and shall cause its subsidiaries to, use commercially reasonable efforts to (i) ensure that no eligibility waiting periods, actively-at-work requirements or pre-existing condition limitations or exclusions shall apply with respect to the Continuing Employees under the applicable health and welfare benefits plan of Smurfit WestRock or any affiliate of Smurfit WestRock (except to the extent applicable under WestRock Benefit Plans or Smurfit Kappa Benefit Plans, as applicable, immediately prior to the Merger Effective Time), (ii) waive any and all evidence of insurability requirements with respect to such Continuing Employees to the extent that such evidence of insurability requirements were not applicable to the Continuing Employees under the WestRock Benefit Plans or Smurfit Kappa Benefit Plans, as applicable, immediately prior to the Merger Effective

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Time, and (iii) credit each Continuing Employee with all deductible payments, out-of-pocket or other co-payments paid by such employee under the WestRock Benefit Plans or Smurfit Kappa Benefit Plans, as applicable, prior to the Completion Date during the year in which the Completion Date occurs for the purpose of determining the extent to which any such employee has satisfied his or her deductible and whether he or she has reached the out-of-pocket maximum under any health benefit plan of Smurfit WestRock or an affiliate of Smurfit WestRock for such year.

Tax Matters

The parties have agreed to treat and report and file all tax returns in a manner consistent with the Intended Tax Treatment and not take a position in any tax proceeding or otherwise inconsistent with the Intended Tax Treatment, subject to certain exceptions. The parties have agreed to use commercially reasonable efforts and cooperate in good faith to cause the transactions contemplated by the Transaction Agreement to qualify for the Intended Tax Treatment, including furnishing information reasonably requested by the other parties.

The parties have agreed to use commercially reasonable efforts and cooperate in good faith to finalize, agree to and implement the specific acquisition structure for effecting the Merger pursuant to the Transaction Agreement and determining the U.S. federal income tax treatment of the Merger, including with respect to certain matters set forth in the Smurfit Kappa disclosure schedule, which cooperation includes taking such actions as may be necessary to implement such acquisition structure as finally agreed by the parties pursuant to the Transaction Agreement, including by entering into appropriate amendments to the Transaction Agreement; provided that no party is required to take any action or agree to any amendment if such action or amendment would change the amount and type of consideration payable to any Smurfit Kappa Shareholder or any WestRock Stockholder or would delay Completion.

Each of Smurfit Kappa and WestRock has agreed, upon request by the other, to use commercially reasonable efforts and reasonably cooperate with one another in connection with the issuance to Smurfit Kappa or WestRock of an opinion of external counsel or other tax advisor relating to the tax treatment of the transactions to Smurfit Kappa’s and WestRock’s shareholders, respectively. Each of Smurfit Kappa and WestRock has agreed to use commercially reasonable efforts to deliver to the relevant counsel or other tax advisor, upon reasonable request therefor, certificates in form and substance reasonably acceptable to such counsel or tax advisor, containing customary representations reasonably necessary or appropriate for such counsel or tax advisor to render such opinion. However, no such opinion is required under the Transaction Agreement.

Financing

In connection with the entry into the Transaction Agreement, Smurfit Kappa entered into the Commitment Letter as defined in the section of this proxy statement/prospectus entitled “Debt Financing.” Smurfit Kappa subsequently entered into the Bridge Facility Agreement, as defined in the section of this proxy statement/prospectus entitled “Debt Financing.” Smurfit Kappa Treasury subsequently issued the Notes, as defined in the section of this proxy statement/prospectus entitled “Debt Financing” and the commitments under the Bridge Facility Agreement were automatically cancelled as a result. The material terms of the Notes are described in more detail under the section to this proxy statement/prospectus entitled “Debt Financing.”

Pursuant to the Transaction Agreement, Smurfit Kappa has agreed to use its reasonable best efforts to obtain funds sufficient to fund any financing amounts by the Merger Effective Time and not to (i) make any amendment to the Commitment Letter that would reduce the amount of funds available thereunder to less than the amount Smurfit Kappa would need (together with all other sources of funding available to them) to fund the Cash Consideration or (ii) terminate the Commitment Letter to the extent doing so would reasonably be expected to impair, prevent or delay the consummation of the transactions contemplated thereby.

Prior to the Merger Effective Time, WestRock has agreed to use reasonable best efforts to cause its subsidiaries and their respective representatives to provide to Smurfit Kappa all customary cooperation and customary financial information that may be reasonably requested by Smurfit Kappa in connection with

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the arrangement and consummation of the Transaction Financing, in each case consistent with the terms of the Transaction Agreement, subject to customary exceptions.

Smurfit Kappa shall indemnify and hold harmless WestRock, its subsidiaries and their respective affiliates and representatives from and against any and all liabilities, losses, damages and claims incurred by them in connection with their cooperation in arranging the Transaction Financing, except in instances of gross negligence, bad faith or willful misconduct on the part of WestRock, its subsidiaries or any of their respective representatives.

Under the Transaction Agreement, Smurfit Kappa and Smurfit WestRock also expressly acknowledge and agree that their obligations under the Transaction Agreement are not conditioned in any manner upon Smurfit Kappa obtaining the Transaction Financing or any other financing.

Treatment of WestRock Indebtedness

Under the Transaction Agreement, WestRock agreed to cooperate in the solicitation of consents to certain amendments reasonably requested by Smurfit Kappa to certain of WestRock’s indentures and credit facilities, including by executing supplemental indentures or amendments, as applicable. WestRock also agreed to (i) provide cooperation in connection with one or more tender offers and/or exchange offers conducted by Smurfit Kappa with respect to WestRock’s existing notes, which offers must be expressly conditioned on the occurrence of the Merger Effective Time and (ii) take actions to facilitate the termination at the Merger Effective Time of any existing indebtedness of WestRock which is to be discharged or terminated at such time in accordance with the terms thereof.

On September 20, 2023, WRKCo Inc. (a wholly owned subsidiary of WestRock, and the issuer of WestRock’s existing notes) commenced a consent solicitation through which it solicited consents from holders of its notes to (i) amend the definition of “Change of Control” applicable for the relevant series of the notes to add an exception for the Merger and (ii) make other changes of a technical or conforming nature to the relevant indentures necessary or desirable for the implementation of the proposed amendment. On September 27, 2023, WRKCo Inc. announced that as of the expiration time of the consent solicitations, it had received consents from holders of the majority in aggregate principal amount of the outstanding WestRock notes of each series from which consent was sought.

On September 27, 2023, WestRock amended its five-year unsecured revolving credit facility in an aggregate amount of $2.3 billion, consisting of a $1.8 billion U.S. revolving facility and a $500 million multicurrency revolving facility with Wells Fargo Bank, National Association, as administrative agent and multicurrency agent, to provide that the Combination would not constitute a “Change in Control” thereunder.

On September 27, 2023, WestRock amended its three-year senior unsecured revolving credit facility in an aggregate amount of €700.0 million and includes an incremental €100.0 million accordion feature to provide that the Combination would not constitute a “Change in Control” thereunder.

On September 27, 2023, WestRock amended its seven-year senior unsecured term loan facility in an aggregate principal amount of $600 million to provide that the Combination would not constitute a “Change in Control” thereunder.

On September 27, 2023, WestRock amended its three-year senior unsecured delayed draw term loan facility with an aggregate principal amount of up to $1.0 billion to provide that the Combination would not constitute a “Change in Control” thereunder.

On September 29, 2023, WestRock amended its $700.0 million receivables securitization agreement to provide that the Combination would not constitute a “Change in Control” thereunder.

While the Combination will not constitute a “Change in Control” under the credit and securitization facilities referenced above, no amendments to the reporting requirements or other conforming amendments to reflect the capital structure of Smurfit WestRock post-Combination have been made to such facilities.

Treatment of Smurfit Kappa Indebtedness

In connection with its entry into the Transaction Agreement, Smurfit Kappa sought amendments to certain of its debt facilities and agreements which contained “change of control” provisions or provisions

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limiting the ability of Smurfit Kappa (or Smurfit WestRock) to provide reports prepared in accordance with GAAP. Among the facilities amended were certain notes issued by subsidiaries of Smurfit Kappa and a credit facility, as further explained below.

On September 27, 2023, Smurfit Kappa Acquisitions Unlimited Company (a wholly owned subsidiary of Smurfit Kappa) and Smurfit Kappa Treasury Unlimited Company (together, the “Smurfit Kappa Notes Issuers”) commenced a consent solicitation through which each solicited consents from holders of certain series of their respective notes to (i) amend the definition of “Change of Control” applicable for the relevant series of notes to add an exception for the Combination, (ii) amend the reporting requirements applicable for the relevant series notes to allow for reporting in GAAP and (iii) make other changes of a technical or conforming nature to the relevant indentures necessary or desirable for the implementation of the proposed amendments. On October 6, 2023, the Smurfit Kappa Notes Issuers announced that as of the expiration time of the consent solicitations, they had received consents from holders of the majority in aggregate principal amount of the outstanding notes of each series from which consent was sought. No consent was sought with respect to Smurfit Kappa Acquisitions Unlimited Company’s 2.75% senior notes due 2025 as Smurfit Kappa intends to redeem such notes from existing liquid resources at an appropriate time in accordance with the terms of the indenture governing such notes.

On September 28, 2023, Smurfit Kappa amended its Revolving Credit Facility to provide that the Smurfit Kappa Share Exchange would not constitute a “Change of Control” thereunder.

Other Covenants and Agreements

The Transaction Agreement contains certain other covenants and agreements, including covenants relating to:

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confidentiality and access by each party to certain information about the other party during the period prior to the Merger Effective Time, including offering prompt notice of notices or other communications received by such party from governmental entities related to the Combination, the Transaction Agreement or any legal proceeding related thereto;

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cooperation and consultation between WestRock and Smurfit Kappa in connection with public announcements to be made by each party related to the Combination and the Transaction Agreement;

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the use of (i) Smurfit Kappa’s reasonable best efforts to obtain Smurfit Kappa’s Financing, and (ii) WestRock’s reasonable best efforts to cooperate with Smurfit Kappa in connection with the arrangement of Smurfit Kappa’s Financing;

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causing certain acquisitions and dispositions of shares of WestRock Stock and Smurfit WestRock Shares to be exempt under Rule 16b-3 of the Exchange Act;

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cooperation between WestRock and Smurfit Kappa regarding any litigation related to the Combination;

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compliance with takeover/anti-takeover laws; and

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using reasonable best efforts to (i) cause all of the Smurfit WestRock Shares to be issued to the WestRock Stockholders pursuant to the Merger and the Smurfit WestRock Shares to be issued to Smurfit Kappa Shareholders pursuant to the Smurfit Kappa Share Exchange to be approved for listing on the NYSE prior to Completion, (ii) cause all of the Smurfit WestRock Shares to be issued to the WestRock Stockholders pursuant to the Merger and the Smurfit WestRock Shares to be issued to Smurfit Kappa Shareholders pursuant to the Smurfit Kappa Share Exchange to be approved, on or prior to Completion, for admission to the Standard Listing and apply for the Smurfit WestRock Shares to be admitted to trading on the LSE’s main market for listed securities and (iii) seek inclusion after the Merger Effective Time of the Smurfit WestRock Shares (including those Smurfit WestRock Shares issued in connection with the Depositary Interests) in an S&P Index.

Conditions That Must Be Satisfied or Waived for the Combination to Occur

If Smurfit Kappa Shareholder Approval is obtained at the Scheme Meeting and certain other conditions to the Scheme are satisfied or waived, Smurfit Kappa will then seek approval of the Irish High Court for the

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Scheme. After the Scheme is approved on the Sanction Date, the Scheme will become effective when the Court Order and a copy of the minutes required by Section 75 of the Irish Companies Act are registered by the Registrar of Companies. The Scheme is expected to become effective on the Sanction Date or the first Business Day following the Sanction Date. The transfer of the Smurfit Kappa Shares to Smurfit WestRock in accordance with the Scheme will occur on the Scheme Effective Date. The Smurfit Kappa Share Exchange and the Merger will be conditional upon the Scheme becoming effective and unconditional by not later than the End Date (or such later date as the parties may agree and (if required) the Irish High Court may allow).

Conditions That Must Be Satisfied for the Scheme to Occur

The Scheme will be conditional upon:

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the approval of the Scheme by three-fourths (75%) or more in value of the Smurfit Kappa Shares at the Voting Record Time (as defined in the Scheme), held by such holders, present and voting either in person or by proxy, at the Scheme Meeting (or at any adjournment of such meeting) held no later than the End Date;

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the EGM Resolutions being duly passed by the requisite majorities of Smurfit Kappa Shareholders at the Extraordinary General Meeting (or at any adjournment of such meeting) held no later than the End Date;

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the Sanction Date occurring on or before the End Date; and

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a copy of the Court Order having been delivered for registration to the Registrar of Companies within 21 days of the Sanction Date.

Conditions That Must Be Satisfied or Waived for the Combination to Occur

Mutual Conditions

Each of the Smurfit Kappa Share Exchange and the Merger will be conditional upon the following matters having been satisfied or, in the sole discretion of both parties, waived:

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each of the Smurfit Kappa Shareholder Approval and the WestRock Stockholder Approval shall have been obtained;

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the U.S. Registration Statement shall have become effective in accordance with the Securities Act and no stop order suspending the effectiveness of the U.S. Registration Statement shall have been issued by the SEC and remain in effect and no proceeding to that effect shall be pending or threatened by the SEC;

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(i) all required approvals under the HSR Act and the other required jurisdictions in connection with the consummation of the Combination shall have been obtained and remain in full force and effect and all applicable waiting periods shall have expired, lapsed or been terminated (as appropriate), and (ii) no legal proceeding by any governmental entity under any relevant Antitrust Laws shall be threatened in writing against any of the parties that is reasonably likely to temporarily or permanently enjoin, restrain or prevent the consummation of the Combination;

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(i) the Smurfit WestRock Shares shall have been approved for listing on the NYSE, subject to official notice of issuance, and (ii) the FCA shall have acknowledged to Smurfit WestRock or its sponsor (and such acknowledgment shall not have been withdrawn) that the application for admission of the Smurfit WestRock Shares to the Standard Listing has been approved and will become effective, and the LSE shall have acknowledged to Smurfit WestRock or its sponsor (and such acknowledgement shall not have been withdrawn) that such shares will be admitted to trading on the LSE’s main market for listed securities, subject only to the issue of such Smurfit WestRock Shares upon Completion; and

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(i) no statute, rule or regulation shall have been enacted or promulgated by any governmental entity of competent jurisdiction which prohibits or makes illegal the consummation of the Combination, and

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(ii) there shall not be in effect any order or injunction of a court of competent jurisdiction preventing the consummation of the Combination.

Conditions to Obligations of Smurfit Kappa, Smurfit WestRock and Merger Sub

The obligations of each of Smurfit Kappa, Smurfit WestRock and Merger Sub to effect the Smurfit Kappa Share Exchange and the Merger are also subject to the satisfaction or waiver (in writing) by Smurfit Kappa in its sole discretion of the following conditions on or before the Sanction Date:

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the representations and warranties of WestRock with respect to capitalization and the absence of agreements or commitments requiring the issuance, sale, subscription, redemption or other actions related to the WestRock Stock being true and correct, except for any de minimis inaccuracies, on the date of the Transaction Agreement and as of the Sanction Date as though made on and as of the Sanction Date (or, in the case of any representations and warranties that by their terms speak specifically as of the date of the Transaction Agreement or another date, as of that date) and Smurfit Kappa having received a certificate signed on behalf of WestRock by a duly authorized executive officer to the foregoing effect;

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the representations and warranties of WestRock that from September 30, 2022, through the date of the Transaction Agreement, there has not occurred or existed any Effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect in respect of WestRock, being true and correct on the date of the Transaction Agreement and as of the Sanction Date as though made on and as of the Sanction Date and Smurfit Kappa having received a certificate signed on behalf of WestRock by a duly authorized executive officer to the foregoing effect;

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the representations and warranties of WestRock with respect to (i) qualification, organization, good standing and corporate or other similar power, (ii) absence of outstanding bonds, debentures, notes and other similar obligations that grant holders the right to vote (or which are convertible into or exercisable for securities having the right to vote) with WestRock’s stockholders on any matter, (iii) authority with respect to the entry into the Transaction Agreement and the consummation of the Combination, WestRock Board approval of the Transaction Agreement and the Combination, and the due and valid execution and delivery and enforceability of the Transaction Agreement and (iv) fees payable to investment bankers, brokers or finders in connection with the Combination, being true and correct in all material respects on the date of the Transaction Agreement and as of the Sanction Date as though made on and as of the Sanction Date (or, in the case of any representations and warranties that by their terms speak specifically as of the date of the Transaction Agreement or another date, as of that date) and Smurfit Kappa having received a certificate signed on behalf of WestRock by a duly authorized executive officer to the foregoing effect;

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each of the other representations and warranties of WestRock set forth in the Transaction Agreement being true and correct on the date of the Transaction Agreement and as of the Sanction Date as though made on and as of the Sanction Date (or, in the case of any representations and warranties that by their terms speak specifically as of the date of the Transaction Agreement or another date, as of that date) except where the failure of such representations and warranties to be so true and correct (without giving effect to any qualification as to materiality or material adverse effect contained therein), would not reasonably be expected to have had, individually or in the aggregate, a material adverse effect on WestRock, and Smurfit Kappa having received a certificate signed on behalf of WestRock by a duly authorized executive officer to the foregoing effect;

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WestRock having performed or complied in all material respects with the covenants and agreements required to be performed or complied with by it under the Transaction Agreement at or prior to the Sanction Date and Smurfit Kappa having received a certificate signed on behalf of WestRock by a duly authorized executive officer to the foregoing effect; and

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since the date of the Transaction Agreement, there shall not have occurred or existed any Effect that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect in respect of WestRock, and Smurfit Kappa shall have received a certificate signed on behalf of WestRock by a duly authorized executive officer to the foregoing effect.

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Conditions to Obligations of WestRock

The obligations of WestRock to effect the Merger are subject to the satisfaction or waiver (in writing) by WestRock in its sole discretion of each of the following conditions on or before the Sanction Date:

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the representations and warranties of Smurfit Kappa with respect to capitalization and the absence of agreements or commitments requiring the issuance, sale, subscription, redemption or other actions related to the Smurfit Kappa Shares being true and correct, except for any de minimis inaccuracies on the date of the Transaction Agreement and as of the Sanction Date as though made as of the Sanction Date (or, in the case of any representations and warranties that by their terms speak specifically as of the date of the Transaction Agreement or another date, as of that date) and WestRock having received a certificate signed on behalf of Smurfit Kappa by a duly authorized executive officer to the foregoing effect;

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the representations and warranties of Smurfit Kappa that from December 31, 2022, through the date of the Transaction Agreement, there has not occurred or existed any Effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect in respect of Smurfit Kappa, being true and correct on the date of the Transaction Agreement and as of the Sanction Date as though made on and as of the Sanction Date and WestRock having received a certificate signed on behalf of Smurfit Kappa by a duly authorized executive officer to the foregoing effect;

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the representations and warranties of Smurfit Kappa with respect to (i) qualification, organization, good standing and corporate or other similar power, (ii) absence of outstanding bonds, debentures, notes and other similar obligations that grant holders the right to vote (or which are convertible into or exercisable for securities having the right to vote) with Smurfit Kappa’s shareholders on any matter, and (iii) fees payable to investment bankers, brokers or finders in connection with the Combination, being true and correct in all material respects on the date of the Transaction Agreement and at the Sanction Date as though made on the Sanction Date (or, in the case of representations and warranties given as of another specified date, as of that date) and WestRock having received a certificate signed on behalf of Smurfit Kappa by a duly authorized executive officer to the foregoing effect;

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the representations and warranties of Smurfit Kappa, Smurfit WestRock and Merger Sub with respect to authority with respect to the entry into the Transaction Agreement and the consummation of the Combination, Smurfit Kappa Board approval of the Transaction Agreement and the Combination, and the due and valid execution and delivery and enforceability of the Transaction Agreement being true and correct in all material respects on the date of the Transaction Agreement and at the Sanction Date as though made on the Sanction Date (or, in the case of representations and warranties given as of another specified date, as of that date) and WestRock having received a certificate signed on behalf of Smurfit Kappa by a duly authorized executive officer to the foregoing effect

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each of the other representations and warranties of Smurfit Kappa set forth in the Transaction Agreement being true and correct on the date of the Transaction Agreement and as of the Sanction Date as though made on and as of the Sanction Date (or, in the case of any representations and warranties that by their terms speak specifically as of the date of the Transaction Agreement or another date, as of that date) except where the failure of such representations and warranties to be so true and correct (without giving effect to qualification as to materiality or material adverse effect contained therein), would not reasonably be expected to have had, individually or in the aggregate, a material adverse effect on Smurfit Kappa, and WestRock having received a certificate signed on behalf of Smurfit Kappa by a duly authorized executive officer to the foregoing effect;

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each of Smurfit Kappa, Smurfit WestRock and Merger Sub having performed or complied in all material respects with the covenants and agreements required to be performed or complied with by it under the Transaction Agreement at or prior to the Sanction Date, and WestRock having received a certificate signed on behalf of Smurfit Kappa by a duly authorized executive officer to the foregoing effect; and

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since the date of the Transaction Agreement, there shall not have occurred or existed any Effect that had or would reasonably be expected to have, individually or in the aggregate, a Smurfit Kappa material adverse effect; and WestRock shall have received a certificate signed on behalf of Smurfit Kappa by a duly authorized executive officer to the foregoing effect.

Termination of the Transaction Agreement

Termination Prior to the Merger Effective Time.   The Transaction Agreement may be terminated at any time prior to the Merger Effective Time under the following circumstances:

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by either Smurfit Kappa or WestRock, if:

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the Scheme Meeting or the EGM shall have been completed and the Scheme Resolution or the EGM Resolutions, as applicable, shall not have been approved by the requisite majorities;

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the WestRock Special Meeting shall have been completed and the WestRock Stockholder Approval shall not have been obtained;

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the Merger Effective Time shall not have occurred by 5:00 p.m., New York City Time, on the End Date; provided that the right to terminate the Transaction Agreement pursuant to this provision shall not be available to a party whose breach of any provision of the Transaction Agreement shall have been the primary cause of the failure of the Merger Effective Time to have occurred by such time;

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the Irish High Court declines or refuses to sanction the Scheme, unless both parties agree in writing that the decision of the Irish High Court shall be appealed;

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any law or injunction, restraint or prohibition shall have been enacted permanently restraining, enjoining or otherwise prohibiting the consummation of the Combination and, in the case of an injunction, restraint or prohibition, such injunction, restraint or prohibition shall have become final and non-appealable; provided that the right to terminate the Transaction Agreement pursuant to this provision shall not be available to a party whose breach of any provision of the Transaction Agreement shall have been the primary cause of such injunction, restraint or prohibition;

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by Smurfit Kappa:

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if WestRock has breached or failed to perform in any material respect any of its covenants or other agreements contained in the Transaction Agreement or if any of its representations or warranties set forth in the Transaction Agreement are inaccurate, which breach or failure to perform or inaccuracy (a) would result in the Conditions to Smurfit Kappa’s obligation to consummate the Combination under the Transaction Agreement to not be satisfied and (b) is either not reasonably capable of being cured by the End Date or, if curable, Smurfit Kappa shall have given WestRock written notice stating Smurfit Kappa’s intention to terminate the Transaction Agreement and the basis for such termination and the breach or failure is not cured by the earlier of (i) three Business Days prior to the End Date and (ii) 30 days following written notice by Smurfit Kappa thereof (provided that Smurfit Kappa is not then in material breach of any representation, warranty, covenant or other agreement contained in the Transaction Agreement such that WestRock would have the right to terminate pursuant to the WestRock Material Breach Termination Right);

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in the event that the WestRock Board shall have effected a Change of Recommendation prior to the receipt of the WestRock Stockholder Approval or there has been a willful breach by WestRock or any of its non-solicitation obligations under the Transaction Agreement;

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by WestRock:

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if Smurfit Kappa, Merger Sub or Smurfit WestRock has breached or failed to perform in any material respect any of their respective covenants or other agreements contained in the Transaction Agreement or if any of their respective representations or warranties set forth in the Transaction Agreement are inaccurate, which breach or failure to perform or inaccuracy (a) would result

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in the Conditions to WestRock’s obligation to consummate the Combination under the Transaction Agreement to not be satisfied and (b) is either not reasonably capable of being cured by the End Date or, if curable, WestRock shall have given Smurfit Kappa written notice stating WestRock’s intention to terminate the Transaction Agreement and the basis for such termination and the breach or failure is not cured by the earlier of (i) three Business Days prior to the End Date and (ii) 30 days following written notice by WestRock thereof (provided that WestRock is not then in material breach of any representation, warranty, covenant or other agreement contained in the Transaction Agreement such that Smurfit Kappa would have the right to terminate pursuant to the Smurfit Kappa Material Breach Termination Right); or

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in the event that the Smurfit Kappa Board shall have effected a Change of Recommendation prior to receipt of the Smurfit Kappa Shareholder Approval, or there has been a willful breach by Smurfit Kappa of any of its non-solicitation obligations under the Transaction Agreement; or

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by mutual written consent of Smurfit Kappa and WestRock.

Effect of Termination

If the Transaction Agreement is validly terminated in accordance with its terms, the Transaction Agreement will become null and void and with no liability on the part of any party, except under the confidentiality agreement entered into between the parties and specified provisions of the Transaction Agreement that will survive such termination, including provisions relating to financing, the payment of termination amounts and fees and expenses. However, no such termination will relieve any party from liability for fraud or a willful breach of its representations, warranties, covenants or agreements set forth in the Transaction Agreement prior to such termination. For purposes of the Transaction Agreement, “willful breach” means an intentional and willful material breach of the Transaction Agreement by a party that is the consequence of an act or omission by such party with the actual knowledge that the taking of such act or failure to take such act would cause a material breach of the Transaction Agreement.

Termination Amounts

WestRock has agreed to pay Smurfit Kappa the WestRock Termination Amount of $147 million if the Transaction Agreement is terminated:

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by Smurfit Kappa pursuant to the Smurfit Kappa Change of Recommendation Termination Right; or

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(i) by either Smurfit Kappa or WestRock pursuant to the End Date Termination Right or the WestRock Stockholder Approval Failure Termination Right, or by Smurfit Kappa pursuant to the Smurfit Kappa Material Breach Termination Right; (ii) a Competing Proposal has been communicated to the WestRock Board or publicly disclosed and not withdrawn without qualification (publicly, in the event that such Competing Proposal was publicly disclosed) at least four Business Days prior to (a) the WestRock Special Meeting (in the case of termination pursuant to WestRock Stockholder Approval Failure Termination Right), (b) the applicable breach (in the case of termination pursuant to the Smurfit Kappa Material Breach Termination Right), or (c) the End Date (in the case of termination pursuant to the End Date Termination Right); and (iii) within 12 months of such termination, WestRock consummates a Competing Proposal or WestRock enters into a definitive agreement providing for a Competing Proposal (provided that, solely for purposes of this bullet, all references to “20%” in the definition of “Competing Proposal” will be deemed to be references to “50%”).

WestRock has agreed to pay Smurfit Kappa the WestRock No Vote Amount of $57 million if the Transaction Agreement is terminated by either WestRock or Smurfit Kappa pursuant to the WestRock Stockholder Approval Failure Termination Right.

Smurfit Kappa has agreed to pay WestRock the Smurfit Kappa Termination Amount of $100 million if the Transaction Agreement is terminated:

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by WestRock pursuant to the WestRock Change of Recommendation Termination Right; or

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(i) by either Smurfit Kappa or WestRock pursuant to the End Date Termination Right or the Smurfit Kappa Shareholder Approval Failure Termination Right, or by WestRock pursuant to the WestRock Material Breach Termination Right; (ii) a Competing Proposal has been communicated to the Smurfit Kappa Board or publicly disclosed and not withdrawn without qualification (publicly, in the event that such Competing Proposal was publicly disclosed) at least four Business Days prior to (a) the earlier of the EGM and the Scheme Meeting (in the case of termination pursuant to the Smurfit Kappa Shareholder Approval Failure Termination Right), (b) the applicable breach (in the case of termination pursuant to the WestRock Material Breach Termination Right), or (c) the End Date (in the case of termination pursuant to the End Date Termination Right); and (iii) within 12 months of such termination, Smurfit Kappa consummates a Competing Proposal or Smurfit Kappa enters into a definitive agreement providing for a Competing Proposal (provided that, solely for purposes of this bullet, all references to “20%” in the definition of “Competing Proposal” will be deemed to be references to “50%”).

Smurfit Kappa has agreed to pay WestRock the Smurfit Kappa No Vote Amount of $50 million if the Transaction Agreement is terminated by either Smurfit Kappa or WestRock pursuant to the Smurfit Kappa Shareholder Approval Failure Termination Right.

Except in the case of fraud or willful breach, (i) upon payment of the WestRock Amount(s) (and any amount in respect of VAT if applicable), none of WestRock, its subsidiaries, or any of their respective former, current or future officers, directors, partners, shareholders, managers, members, affiliates or agents will have any further liability or obligation relating to or arising out of the Transaction Agreement or the transactions contemplated thereby and (ii) upon payment of the Smurfit Kappa Amount(s) (and any amount in respect of VAT if applicable), none of Smurfit WestRock, its subsidiaries, or any of their respective former, current or future officers, directors, partners, shareholders, managers, members, affiliates or agents will have any further liability or obligation relating to or arising out of the Transaction Agreement or the transactions contemplated thereby. Smurfit Kappa shall not be required to pay the Smurfit Kappa Termination Amount or the Smurfit Kappa No Vote Amount on more than one occasion, and WestRock shall not be required to pay the WestRock Termination Amount or the WestRock No Vote Amount on more than one occasion. The Smurfit No Vote Amount shall be credited toward any subsequent Smurfit Kappa Termination Amount and the WestRock No Vote Amount shall be credited toward any subsequent WestRock Termination Amount.

No Third-Party Beneficiaries

The Transaction Agreement is not intended to, and does not, confer upon any person other than WestRock, Smurfit Kappa, Smurfit WestRock and Merger Sub any rights or remedies thereunder other than (i) in connection with the provisions of the Transaction Agreement described in the section of this proxy statement/prospectus entitled “The Transaction Agreement — Directors’ and Officers’ Insurance and Indemnification”; (ii) the reimbursement of WestRock’s representatives with respect to any reasonable and documented out-of-pocket cost and expenses in connection with their customary cooperation with Smurfit Kappa in connection with the Transaction Financing; and (iii) the Financing Sources are express third-party beneficiaries and may enforce (a) the parties’ waiver of a trial by jury in respect of litigation arising directly or indirectly from the Transaction Agreement or any of the agreements delivered in connection therewith or the Smurfit Kappa Share Exchange and other transactions contemplated thereby or by the Transaction Agreement and (b) a forum selection provision requiring that suits involving the Financing Sources be brought in the courts of England and that any such action will governed by, and construed in accordance, with English law.

Other Remedies; Specific Performance

Prior to the valid termination of the Transaction Agreement in accordance with its terms, the parties are entitled to the remedies of injunction, specific performance or other equitable relief for threatened or actual breach of the Transaction Agreement in addition to any remedy the parties may be entitled to at law or in equity.

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Amendment

No amendment to the Transaction Agreement shall be binding unless evidenced in writing executed by each of the parties, except that, following WestRock Stockholder Approval or Smurfit Kappa Shareholder Approval, there shall be no amendment to the provisions of the Transaction Agreement which by applicable law would require further approval by the WestRock Stockholders or the Smurfit Kappa Shareholders without such further approval, nor shall there be any amendment or change not permitted under applicable law.

Governing Law

The Transaction Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware (without giving effect to conflicts of laws principles that would result in the application of the law of any other state or jurisdiction); provided that the Smurfit Kappa Share Exchange and the Scheme and matters related thereto, as well as the matters relating to the conduct of directors of Smurfit Kappa, shall be governed by, and construed in accordance with, the laws of Ireland to the extent required by such laws, without giving effect to conflicts of laws principles that would result in the application of the law of any other jurisdiction.

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PROPOSAL 1: THE TRANSACTION PROPOSAL

The Transaction Proposal

This proxy statement/prospectus is being furnished to you as a WestRock Stockholder as part of the solicitation of proxies by the WestRock Board for use at the WestRock Special Meeting to, among other things, consider and vote on a proposal to approve and adopt the Transaction Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus.

The Transaction Agreement provides, among other things, and subject to the satisfaction or waiver of the conditions set forth therein, that (i) pursuant to the Scheme, each Smurfit Kappa Share will be exchanged for one Smurfit WestRock Share per Smurfit Kappa Share, as a result of which Smurfit Kappa will become a wholly owned subsidiary of Smurfit WestRock, and (ii) following the implementation of the Scheme, Merger Sub will merge with and into WestRock, with WestRock surviving the Merger as a wholly owned subsidiary of Smurfit WestRock. As a result of the Merger, each share of WestRock Stock, other than the shares of WestRock Stock owned by WestRock, any WestRock subsidiary, Smurfit Kappa, Merger Sub or any of their respective subsidiaries, and other than the Dissenting Shares, will be converted into the right to receive the Merger Consideration, subject to applicable withholding taxes, and all shares of WestRock Stock owned by the WestRock, any subsidiary of WestRock, Smurfit Kappa, Merger Sub or any of their respective subsidiaries will be cancelled and will cease to exist, and no consideration will be delivered in exchange therefor.

Vote Required and Board Recommendation

The affirmative vote of a majority of the outstanding shares of WestRock Stock entitled to vote thereon is required to approve the Transaction Proposal.

The WestRock Board unanimously recommends that you vote “FOR” the Transaction Proposal.

210

PROPOSAL 2: NON-BINDING, ADVISORY VOTE ON COMBINATION-RELATED COMPENSATION PROPOSAL

The Combination-Related Compensation Proposal

Section 14A of the Exchange Act and Rule 14a-21 thereunder, which were enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires that WestRock provides WestRock Stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, the payment of certain compensation that will or may become payable by WestRock to its named executive officers in connection with the Combination, as disclosed in the section of this proxy statement/prospectus entitled “The Combination — Interests of WestRock’s Directors and Executive Officers in the Combination.”

WestRock Stockholders are asked to indicate their approval of the compensation that will or may become payable by WestRock to its named executive officers in connection with the Combination. These payments are set forth in the section of this proxy statement/prospectus entitled “The Combination — Interests of WestRock’s Directors and Executive Officers in the Combination” and the accompanying footnotes. In general, the various plans and arrangements pursuant to which these compensation payments may be made have previously formed part of WestRock’s overall compensation program for its named executive officers, and previously have been disclosed to WestRock Stockholders as part of the “Compensation Discussion and Analysis” and related sections of WestRock’s annual proxy statements. These historical arrangements were adopted and approved by the WestRock Compensation Committee, which is composed solely of independent directors, and are believed to be reasonable and in line with marketplace norms.

Accordingly, WestRock is seeking approval of the following resolution at the WestRock Special Meeting:

“RESOLVED, that the stockholders of WestRock Company approve, ratify and confirm, on a non-binding, advisory basis, the compensation that will or may become payable to WestRock’s named executive officers that is based on or otherwise relates to the Combination as disclosed pursuant to Item 402(t) of Regulation S-K in the section entitled “The Combination — Interests of WestRock’s Directors and Executive Officers in the Combination” in the Proxy Statement/Prospectus for the Special Meeting of WestRock Stockholders.”

WestRock Stockholders should note that this proposal is not a condition to consummation of the Combination, and as an advisory vote, the result will not be binding on WestRock, the WestRock Board or Smurfit WestRock. Accordingly, regardless of the outcome of the advisory vote, if the Combination is consummated, WestRock’s named executive officers will be eligible to receive the compensation that is based on, or otherwise relates to, the Combination in accordance with the terms and conditions applicable to those payments.

Vote Required and Board Recommendation

The affirmative vote of a majority of the shares of WestRock Stock present in person or represented by proxy and entitled to vote at the WestRock Special Meeting, provided a quorum is present, is required to approve, by means of a non-binding, advisory vote, the Combination-Related Compensation Proposal.

The WestRock Board unanimously recommends that you vote “FOR” the Combination-Related Compensation Proposal.

211

PROPOSAL 3: NON-BINDING, ADVISORY VOTE ON THE WESTROCK DISTRIBUTABLE RESERVES PROPOSAL

The WestRock Distributable Reserves Proposal

Under Irish law, dividends and distributions and, generally, share repurchases or redemptions may only be made from distributable reserves in Smurfit WestRock’s unconsolidated balance sheet prepared in accordance with the Irish Companies Act. Distributable reserves generally means the accumulated realized profits of Smurfit WestRock less accumulated realized losses of Smurfit WestRock and can include reserves created by way of a capital reduction. In addition, no distribution or dividend may be made unless the net assets of Smurfit WestRock are equal to, or in excess of, the aggregate of Smurfit WestRock’s called up share capital plus undistributable reserves and the distribution does not reduce Smurfit WestRock’s net assets below such aggregate. Undistributable reserves include the share premium account, the capital redemption reserve fund and the amount by which Smurfit WestRock’s accumulated unrealized profits, so far as not previously utilized by any capitalization, exceed Smurfit WestRock’s accumulated unrealized losses, so far as not previously written off in a reduction or reorganization of capital. See the section of this proxy statement/​prospectus entitled “The Transaction Agreement — Smurfit WestRock Distributable Reserves Creation and Certain Shareholder Resolutions.”

The WestRock Stockholders are being asked at the WestRock Special Meeting and the Smurfit Kappa Shareholders are being asked at the EGM to confirm their approval of a proposal to reduce the share premium of Smurfit WestRock (including any amounts credited to Smurfit WestRock’s share premium account upon the capitalization of any merger reserve or like reserve resulting from the Combination) to allow the creation of distributable reserves of Smurfit WestRock. The pre-Combination shareholders of Smurfit WestRock will also be asked to approve this proposal pursuant to a resolution proposed for the purpose of Section 84 of the Irish Companies Act. If the approval of the Smurfit Kappa Distributable Reserves Proposal by the Smurfit Kappa Shareholders, the WestRock Distributable Reserves Proposal by the WestRock Stockholders, and the Smurfit WestRock Distributable Reserves Creation by the pre-Combination shareholders of Smurfit WestRock is attained and the Combination is consummated, Smurfit WestRock will, as soon as practicable following Completion, seek to have the reduction of capital and the creation of distributable reserves confirmed by the Irish High Court pursuant to Section 84 of the Irish Companies Act.

The approval of the WestRock Distributable Reserves Proposal is not a condition to Completion and whether or not it is approved will have no impact on Completion. Accordingly, if the WestRock Stockholders and the Smurfit Kappa Shareholders approve the Combination but either WestRock Stockholders or Smurfit Kappa Shareholders (or both) do not approve the Smurfit Kappa Distributable Reserves Proposal and/or the WestRock Distributable Reserves Proposal, respectively, the Combination will, subject to satisfaction or waiver of its conditions, still be completed. If the Smurfit WestRock Distributable Reserves Creation is not approved by Smurfit Kappa Shareholders and/or WestRock Stockholders, respectively, or confirmed by the Irish High Court, Smurfit WestRock will not have sufficient distributable reserves to pay dividends or to repurchase or redeem shares following the Combination until such time as Smurfit WestRock has created distributable reserves through the generation of future profits from its operations, or has otherwise created distributable reserves (including by subsequently seeking approval of Smurfit WestRock Shareholders for a reduction of capital and the creation of distributable reserves which is then confirmed by the Irish High Court pursuant to Section 84 of the Act). In addition, although Smurfit WestRock is not aware of any reason why the Irish High Court would not approve the creation of distributable reserves, the issuance of the required confirming order is a matter for the discretion of the Irish High Court. Even if the proposal is approved by WestRock Stockholders, the Irish High Court may not exercise its discretion to approve the creation of the distributable reserves if it is not satisfied that there is sufficient support among WestRock Stockholders, particularly where the WestRock Distributable Reserves Proposal is not approved by more than 75% of the votes cast in respect of the resolution.

Vote Required and Board Recommendation

The affirmative vote of a majority of the shares of WestRock Stock present or represented by proxy and entitled to vote at the WestRock Special Meeting, provided a quorum is present, is required to approve, by means of a non-binding, advisory vote, the WestRock Distributable Reserves Proposal.

The WestRock Board unanimously recommends that you vote “FOR” the WestRock Distributable Reserves Proposal.

212

UNAUDITED CONDENSED PRO FORMA COMBINED FINANCIAL INFORMATION

On September 12, 2023, Smurfit Kappa, WestRock, Smurfit WestRock and Sun Merger Sub, LLC entered into a Transaction Agreement, pursuant to which and subject to the terms and conditions therein: (a) Smurfit WestRock will acquire Smurfit Kappa by means of a scheme of arrangement under the Companies Act and (b) Merger Sub will merge with and into WestRock, with WestRock surviving the Merger and becoming a wholly owned subsidiary of Smurfit WestRock. Upon Completion, for each share of WestRock Stock issued and outstanding (but excluding shares of WestRock Stock owned by WestRock, any WestRock subsidiary, Smurfit Kappa, Merger Sub or any of their respective subsidiaries, and other than shares of WestRock Stock for which the shareholders have validly exercised their appraisal rights), will be converted into the right to receive (without interest and less applicable withholding taxes) (i) $5.00 in cash and (ii) one Smurfit WestRock Share. For more information about the Combination, please see the sections entitled “The Combination” and “The Transaction Agreement.”

On April 3, 2024, Smurfit Kappa Treasury issued $750 million of 5.200% Senior Notes due 2030, $1,000 million 5.438% Senior Notes due 2034 and $1,000 million 5.777% Senior Notes due 2054. The net proceeds of the Notes will be used to finance the Cash Consideration, fees, commissions, costs and expenses payable in relation to the Combination and for general corporate purposes including the repayment of indebtedness, and will be subject to a Special Mandatory Redemption in the event the Completion does not occur. The issuance of the Notes automatically cancelled the commitments in respect of the Bridge Facility Agreement. For more information about the Notes and funding, see the sections of this proxy statement/prospectus entitled “The Combination — Debt Financing” and “The Transaction Agreement — Debt Financing.”

Basis of Pro Forma Presentation

The following unaudited condensed pro forma combined financial information is intended to illustrate the effect of the Combination between Smurfit WestRock, Smurfit Kappa and WestRock and the $2.75 billion senior unsecured notes to be used to finance the Cash Consideration and certain other fees and expenses in connection with the Combination (the “Financing”), based on the historical consolidated financial statements of Smurfit WestRock, Smurfit Kappa and WestRock if they had been consummated at an earlier time. The balance after funding of the Cash Consideration, fees and expenses directly attributable to the Combination is expected to be used for general corporate purposes including the repayment of indebtedness. The unaudited condensed pro forma combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited condensed pro forma combined balance sheet as of December 31, 2023, combines the historical consolidated balance sheets of Smurfit WestRock and of Smurfit Kappa both as of December 31, 2023 with the historical unaudited consolidated balance sheet of WestRock also as of December 31, 2023 and gives pro forma effect to the Combination and the Financing as if they had been consummated as of December 31, 2023. The unaudited condensed pro forma combined statement of operations for the year ended December 31, 2023, combines the consolidated historical, statement of operations of Smurfit Kappa and statement of comprehensive income (loss) of Smurfit WestRock, both for the year ended December 31, 2023 with the consolidated statement of operations of WestRock for the year ended September 30, 2023. The unaudited condensed pro forma combined statement of operations gives pro forma effect to the Combination and the Financing as if they had occurred as of January 1, 2023.

The unaudited condensed pro forma combined financial information including the notes thereto are derived from the historical financial statements of Smurfit WestRock, Smurfit Kappa and WestRock and should be read in conjunction with the historical financial statements referenced below:

•

Smurfit WestRock audited consolidated financial statements and the notes thereto as of and for the year ended December 31, 2023, which are included in this proxy statement/prospectus;

•

Smurfit Kappa’s audited consolidated financial statements and the notes thereto as of and for the year ended December 31, 2023, which are included in this proxy statement/prospectus;

•

WestRock’s unaudited consolidated financial statements and the notes thereto as of and for the three months ended December 31, 2023, which are incorporated by reference into this proxy statement/​prospectus; and

213

•

WestRock’s audited consolidated financial statements and the notes thereto as of and for the year ended September 30, 2023, which are incorporated by reference into this proxy statement/prospectus.

The unaudited condensed pro forma combined financial information was prepared using the acquisition method of accounting for the Merger in accordance with ASC 805, Business Combinations (“ASC 805”). Following the Combination, Smurfit WestRock will be the successor to Smurfit Kappa. Smurfit WestRock was incorporated on July 6, 2017 under the name “Cepheidway Limited” as a private company limited by shares incorporated under the laws of Ireland. Smurfit WestRock will have had no historical operations nor traded or carried out any business of its own since its incorporation until just prior to consummation of the Combination. On December 11, 2023, Smurfit WestRock changed its name to “Smurfit WestRock Limited.” It is anticipated that, prior to Completion, Smurfit WestRock will be renamed “Smurfit WestRock plc” and will become a public limited company incorporated under the laws of Ireland. Upon Completion, Smurfit Kappa and WestRock will each become wholly owned subsidiaries of Smurfit WestRock and Smurfit WestRock will continue as the new holding company. Immediately following the Scheme and prior to the Merger, the ownership of Smurfit WestRock will be the same as that of Smurfit Kappa. As Smurfit WestRock will have had no historical operations or material assets prior to the Smurfit Kappa Share Exchange and as the Smurfit Kappa Share Exchange will be a share for share exchange and involves no cash consideration, in accordance with ASC 805, the Smurfit Kappa Share Exchange is not a business combination and does not give rise to any goodwill or change in accounting basis.

In accordance with ASC 805, as Smurfit WestRock will have no historical operations and no material assets prior to the Smurfit Kappa Share Exchange, Smurfit Kappa will be treated as the accounting acquirer of WestRock based primarily upon the following: (1) it is anticipated that the existing Smurfit Kappa Shareholders will hold a majority of the common stock of Smurfit WestRock upon Completion; (2) a majority of the members of the Smurfit WestRock Board following the Combination, including the Chair of the Smurfit WestRock Board, will be current members of the Smurfit Kappa Board of Directors; (3) the Group Chief Executive Officer and the Group Chief Financial Officer of Smurfit Kappa will serve as President and Group Chief Executive Officer and Executive Vice President and Group Chief Financial Officer respectively, of Smurfit WestRock following the Combination; and (4) WestRock Stockholders will receive the Merger Consideration (including the Cash Consideration) while Smurfit Kappa shareholders will receive one new share in Smurfit WestRock for each of their Smurfit Kappa shares pursuant to the Smurfit Kappa Share Exchange.

The pro forma purchase price allocation of WestRock’s assets acquired and liabilities assumed is based on preliminary estimates of the fair values of the assets acquired and liabilities assumed, and the unaudited condensed pro forma combined financial information is based upon available information and certain assumptions of Smurfit Kappa management as of the date of this proxy statement/prospectus. The assumptions and estimates used to determine the pro forma adjustments including the preliminary purchase price allocation and fair value adjustments are described in the notes accompanying the unaudited condensed pro forma combined financial information. The completion of the valuation, accounting for the Merger and the allocation of the purchase price may be different than that of the amounts reflected in the pro forma purchase price allocation, and any differences could be material. Such differences could affect the purchase price and allocation of the purchase price, which may affect the value assigned to the tangible or intangible assets and amount of depreciation and amortization expense recorded in the unaudited condensed pro forma combined statement of operations.

Upon Completion, Smurfit WestRock will perform a detailed analysis of WestRock’s accounting policies and make any necessary adjustments to harmonize the combined company's financial statements to conform accounting policies. An initial accounting policy review has been performed in preparing this unaudited condensed pro forma combined financial information. The pro forma adjustments are based on information currently available as of the date of this unaudited condensed pro forma combined financial information and are subject to change as additional information becomes available and analyses are performed. The assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used in presenting the unaudited condensed pro forma combined financial information.

The unaudited condensed pro forma combined financial information does not reflect any anticipated revenue enhancements, cost savings, or operating synergies that Smurfit WestRock may achieve as a result

214

of the Combination, the total expected costs to integrate the operations of WestRock (including any “golden parachute” compensation payments referred to in “The Combination — Interests of WestRock’s Directors and Executive Officers in the Combination — Golden Parachute Compensation”) or the total expected costs necessary to achieve such revenue enhancements, cost savings, or operating synergies. Smurfit WestRock has elected not to present Management’s Adjustments, and has only presented Transaction Accounting Adjustments in the following unaudited condensed pro forma combined financial information.

The unaudited condensed pro forma combined financial information is provided for informational purposes only and it does not purport to indicate the financial position or results of operations that would have actually resulted had the Combination and Financing been completed on the assumed date or for the periods presented, nor should it be taken as indicative of the future financial position or results of operations of Smurfit WestRock. See “Risk Factors” for additional discussion of risk factors associated with the unaudited condensed pro forma combined financial information.

The unaudited condensed pro forma combined financial information has been prepared and rounded to the nearest million. Due to rounding, numbers presented may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.

215

UNAUDITED CONDENSED PRO FORMA COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2023
($ in millions)

​

Smurfit WestRock Historical

Smurfit Kappa Historical

WestRock Historical (Note 2)

Reclassi- fication adjustments

(Notes)

Transaction Accounting Adjustments — Purchase Accounting

(Notes)

Transaction Accounting Adjustments — Financing

(Notes)

Pro Forma Combined Smurfit WestRock

ASSETS

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Current assets:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

$

—

​

$

1,000

​

$

488

​

$

—

​

​

$

(1,418)

6a

​

$

2,719

6a

​

$

2,789

Accounts receivable

​

​

—

​

​

1,806

​

​

2,440

​

​

—

​

​

​

(24)

6f

​

​

—

​

​

​

4,222

Inventories

​

​

—

​

​

1,203

​

​

2,391

​

​

—

​

​

​

548

6b

​

​

—

​

​

​

4,142

Other current assets

​

​

—

​

​

561

​

​

739

​

​

—

​

​

​

—

​

​

​

—

​

​

​

1,300

Assets held for sale

​

​

—

​

​

—

​

​

88

​

​

—

​

​

​

—

​

​

​

—

​

​

​

88

Total current assets

​

$

—

​

$

4,570

​

$

6,146

​

$

—

​

​

$

(894)

​

​

$

2,719

​

​

$

12,541

Property plant and equipment, net

​

​

—

​

​

5,791

​

​

11,230

​

​

—

​

​

​

2,808

6i

​

​

—

​

​

​

19,829

Operating lease right-of-use assets

​

​

—

​

​

374

​

​

—

​

​

622

3a

​

​

—

​

​

​

—

​

​

​

996

Goodwill

​

​

—

​

​

2,842

​

​

4,270

​

​

—

​

​

​

237

6d

​

​

—

​

​

​

7,349

Intangibles, net

​

​

—

​

​

218

​

​

2,507

​

​

—

​

​

​

(758)

6c

​

​

—

​

​

​

1,967

Prepaid pension asset

​

​

—

​

​

—

​

​

630

​

​

—

​

​

​

—

​

​

​

—

​

​

​

630

Deferred tax assets

​

​

—

​

​

140

​

​

—

​

​

101

3b

​

​

10

6e

​

​

—

​

​

​

251

Other non-current assets

​

—

​

​

116

​

​

1,963

​

​

(723)

3a, 3b

​

​

(162)

6j

​

​

—

​

​

​

1,194

Total assets

​

$

—

​

$

14,051

​

$

26,746

​

$

—

​

​

$

1,241

​

​

$

2,719

​

​

$

44,757

Liabilities and Equity

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Current liabilities:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Accounts payable

​

—

​

​

1,728

​

​

2,159

​

​

—

​

​

​

(24)

6f

​

​

—

​

​

​

3,863

Accrued expenses

​

—

​

​

278

​

​

—

​

​

213

3c

​

​

45

6a, 6k

​

​

—

​

​

​

536

Accrued compensation and benefits

​

—

​

​

438

​

​

415

​

​

—

​

​

​

—

​

​

​

—

​

​

​

853

Current portion of debt

​

—

​

​

78

​

​

462

​

​

—

​

​

​

—

​

​

​

—

​

​

​

540

Current operating lease liabilities

​

—

​

​

113

​

​

—

​

​

196

3d

​

​

—

​

​

​

—

​

​

​

309

Other current liabilities

​

​

—

​

​

371

​

​

932

​

​

(409)

3c, 3d

​

​

—

​

​

​

—

​

​

​

894

Total current liabilities

​

$

—

​

$

3,006

​

$

3,968

​

$

—

​

​

$

21

​

​

$

—

​

​

$

6,995

Non-current debt due after one year

​

—

​

​

3,669

​

​

—

​

​

8,236

3e

​

​

(198)

6l

​

​

2,719

6g

​

​

14,426

Long-term debt due after one year

​

—

​

​

—

​

​

8,236

​

​

(8,236)

3e

​

​

—

​

​

​

—

​

​

​

—

Non-current operating lease liabilities

​

—

​

​

269

​

​

—

​

​

477

3f

​

​

—

​

​

​

—

​

​

​

746

Deferred tax liabilities

​

—

​

​

280

​

​

—

​

​

2,254

3g

​

​

350

6e

​

​

—

​

​

​

2,884

Deferred income taxes

​

​

​

​

​

—

​

​

2,254

​

​

(2,254)

3g

​

​

—

​

​

​

—

​

​

​

—

Pension liabilities, net of current portion

​

—

​

​

—

​

​

195

​

​

(195)

3h

​

​

—

​

​

​

—

​

​

​

—

Postretirement benefit liabilities, net of current portion

​

—

​

​

—

​

​

101

​

​

(101)

3i

​

​

—

​

​

​

—

​

​

​

—

Pension liabilities and other post-retirement benefits, net of current portion

​

—

​

​

537

​

​

—

​

​

296

3h, 3i

​

​

—

​

​

​

—

​

​

​

833

Other non-current liabilities

​

—

​

​

116

​

​

1,827

​

​

(477)

3f

​

​

—

​

​

​

—

​

​

​

1,466

Total liabilities

​

$

—

​

$

7,877

​

$

16,581

​

$

—

​

​

$

173

​

​

$

2,719

​

​

$

27,350

Equity:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Common stock

​

—

​

​

—

​

​

3

​

​

—

​

​

​

(3)

6h

​

​

—

​

​

​

—

Preferred stock

​

—

​

​

—

​

​

—

​

​

—

​

​

​

—

6h

​

​

—

​

​

​

—

Deferred Shares

​

​

—

​

​

—

​

​

—

​

​

—

​

​

​

—

6h

​

​

—

​

​

​

—

Convertible Class A, B, C&D stock

​

—

​

​

—

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

Treasury stock, at cost

​

—

​

​

(91)

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

​

(91)

Capital in excess of par value

​

—

​

​

3,575

​

​

10,710

​

​

—

​

​

​

672

6h

​

​

—

​

​

​

14,957

Accumulated other comprehensive loss

​

—

​

​

(847)

​

​

(742)

​

​

—

​

​

​

742

6h

​

​

—

​

​

​

(847)

Retained earnings

​

​

—

​

​

3,521

​

​

177

​

—

​

​

​

(343)

6h

​

​

—

​

​

​

3,355

Total stockholders’ equity

​

$

—

​

$

6,158

​

$

10,148

​

$

—

​

​

$

1,068

​

​

$

—

​

​

$

17,374

Noncontrolling interests

​

​

—

​

​

16

​

​

17

​

​

—

​

​

​

—

​

​

​

—

​

​

​

33

Total equity

​

​

—

​

​

6,174

​

​

10,165

​

​

—

​

​

​

1,068

​

​

​

—

​

​

​

17,407

Total liabilities and equity

​

$

—

​

$

14,051

​

$

26,746

​

$

—

​

​

$

1,241

​

​

$

2,719

​

​

$

44,757

See the accompanying notes to the unaudited condensed pro forma combined financial information, which are an integral part hereof.

216

UNAUDITED CONDENSED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2023
($ in millions, except share and per share data)

​

Smurfit WestRock Historical

Smurfit Kappa Historical

WestRock Historical (Note 2)

Reclassi- fication adjustments

(Notes)

Transaction Accounting Adjustments — Purchase Accounting

(Notes)

Transaction Accounting Adjustments — Financing

(Notes)

Pro Forma Combined Smurfit WestRock

(Notes)

Net sales

​

$

—

​

$

12,093

​

$

20,310

​

$

—

​

​

$

(95)

7a

​

$

—

​

​

​

$

32,308

​

​

Cost of goods sold

​

​

—

​

​

(9,039)

​

​

(16,726)

​

​

—

​

​

​

(696)

7a, 7b

​

​

—

​

​

​

​

(26,461)

​

​

Gross profit

​

​

​

​

3,054

​

3,584

​

​

—

​

​

(791)

​

​

—

​

​

​

5,847

​

​

Selling, general and administrative expenses

​

​

—

​

​

(1,599)

​

​

—

​

​

(2,356)

3j, 3k

​

​

146

7c

​

​

—

​

​

​

​

(3,809)

​

​

Selling, general and administrative expense excluding intangible amortization

​

​

—

​

​

—

​

​

(2,014)

​

​

2,014

3j

​

​

—

​

​

​

—

​

​

​

​

—

​

​

Selling, general and administrative intangible amortization expense

​

​

—

​

​

—

​

​

(342)

​

​

342

3k

​

​

—

​

​

​

—

​

​

​

​

—

​

​

Goodwill impairment

​

​

—

​

​

—

​

​

—

​

​

(1,893)

3l

​

​

—

​

​

​

—

​

​

​

​

(1,893)

​

​

Impairment of goodwill and mineral rights

​

​

—

​

​

—

​

​

(1,893)

​

​

1,893

3l

​

​

—

​

​

​

—

​

​

​

​

—

​

​

Impairment of other assets

​

​

—

​

​

(5)

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

​

​

(5)

​

​

Transaction-related expenses associated with the proposed Combination

​

​

—

​

​

(78)

​

​

—

​

​

(11)

3m

​

​

(157)

7d

​

​

—

​

​

​

​

(246)

​

​

Multiemployer pension withdrawal income

​

​

—

​

​

—

​

​

12

​

​

—

​

​

​

—

​

​

​

—

​

​

​

​

12

​

​

Restructuring and other costs, net

​

​

​

​

​

—

​

​

(859)

​

​

11

3m

​

​

—

​

​

​

—

​

​

​

​

(848)

​

​

Operating profit (loss)

​

​

​

​

​

1,372

​

​

(1,512)

​

​

—

​

​

​

(802)

​

​

​

—

​

​

​

​

(942)

​

​

Pension and other postretirement non-service expense, net

​

—

​

​

(49)

​

​

—

​

​

(22)

3n

​

​

—

​

​

​

—

​

​

​

​

(71)

​

​

Pension and other postretirement non- service cost

​

—

​

​

—

​

​

(22)

​

​

22

3n

​

​

—

​

​

​

—

​

​

​

​

—

​

​

Interest expense, net

​

—

​

​

(139)

​

​

(418)

​

​

—

​

​

​

(33)

7e

​

​

(154)

​

7f

​

​

(744)

​

​

Gain on sale of RTS and Chattanooga

​

—

​

​

—

​

​

239

​

​

—

​

​

​

—

​

​

​

—

​

​

​

​

239

​

​

Gain on extinguishment of debt

​

—

​

​

—

​

​

11

​

​

—

​

​

​

—

​

​

​

—

​

​

​

​

11

​

​

Other expense, net

​

—

​

​

(46)

​

​

(6)

​

​

—

​

​

​

—

​

​

​

—

​

​

​

​

(52)

​

​

Equity in income of unconsolidated entities

​

​

—

​

​

—

​

​

3

​

​

—

​

​

​

—

​

​

​

—

​

​

​

​

3

​

​

Income (loss) before income taxes

​

​

—

​

1,138

​

(1,705)

​

​

—

​

​

(835)

​

​

(154)

​

​

​

(1,556)

​

​

Income tax (expense) benefit

​

​

—

​

​

(312)

​

​

60

​

​

—

​

​

​

85

7g

​

​

19

​

7g

​

​

(148)

​

​

Net income (loss)

​

$

—

​

$

826

​

$

(1,645)

​

—

​

​

​

(750)

​

​

​

(135)

​

​

​

​

(1,704)

​

​

Less: Net income attributable to noncontrolling interests

​

​

—

​

​

(1)

​

​

(5)

​

​

—

​

​

​

—

​

​

​

—

​

​

​

​

(6)

​

​

Net income (loss) attributable to common stockholders

​

$

—

​

$

825

​

$

(1,650)

​

$

—

​

​

$

(750)

​

​

$

(135)

​

​

​

$

(1,710)

​

​

Basic earnings (loss) per share attributable to common stockholders

​

$

—

​

$

3.19

​

$

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

$

(3.31)

​

7h

Diluted earnings (loss) per share attributable to common stockholders

​

$

—

​

$

3.17

​

$

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

$

(3.31)

​

7h

See the accompanying notes to the unaudited condensed pro forma combined financial information, which are an integral part hereof.

217

1.

Description of the Transaction

On September 12, 2023, Smurfit WestRock, Smurfit Kappa, WestRock, and Merger Sub entered into a Transaction Agreement, pursuant to which and subject to the terms and conditions therein: (a) each issued and outstanding Smurfit Kappa Share will be exchanged for one Smurfit WestRock Share by means of the Scheme, resulting in Smurfit WestRock acquiring the entire issued share capital of Smurfit Kappa; and (b) following which, Merger Sub will merge with and into WestRock, with WestRock surviving the Merger and becoming a wholly owned subsidiary of Smurfit WestRock.

Upon Completion, each share of WestRock Stock issued and outstanding (but excluding shares of WestRock Stock owned by WestRock, any WestRock subsidiary, Smurfit Kappa, Merger Sub or any of their respective subsidiaries, and other than shares of WestRock Stock for which the shareholders have validly exercised their appraisal rights), will be converted into the right to receive (without interest and less applicable withholding taxes) (i) the Cash Consideration and (ii) the Merger Consideration. Following Completion, former Smurfit Kappa and WestRock shareholders are expected to hold approximately 50.4% and 49.6%, respectively of the outstanding shares of Smurfit WestRock common stock. For more information about the Combination, please see the sections entitled “The Combination” and “The Transaction Agreement.”

In addition to the Transaction Agreement, Smurfit Kappa completed the Offering which is intended to finance, among other things, the Cash Consideration and any fees and expenses of the Combination. In addition to the payment of the Cash Consideration and any fees and expenses, Smurfit Kappa has given effect to the Financing.

2.

Basis of Pro Forma Presentation

The unaudited condensed pro forma combined financial information is based on the historical consolidated financial statements of Smurfit WestRock, Smurfit Kappa and WestRock, as adjusted to give pro forma effect to the Combination and the Financing. Smurfit WestRock has no material assets and prior to Completion has not conducted any operations, other than those in connection with its formation.

The unaudited condensed pro forma combined statement of operations for the year ended December 31, 2023 has been prepared as if the Combination and Financing occurred on January 1, 2023. The unaudited condensed pro forma combined balance sheet as of December 31, 2023 has been prepared as if the Combination and Financing occurred on December 31, 2023. WestRock’s fiscal year ended on September 30, 2023, whereas both Smurfit WestRock’s and Smurfit Kappa’s fiscal years ended on December 31, 2023. The unaudited condensed pro forma combined statement of operations has been prepared by combining annual periods that differ by one fiscal quarter, as permitted by Regulation S-X Article 11-02(c)(3).

As the ownership of Smurfit WestRock will be the same as that of Smurfit Kappa immediately following the Scheme and prior to the Merger, in accordance with ASC 805 the Scheme does not give rise to any change in accounting basis or values, including any goodwill. The Merger will be accounted for, and the unaudited condensed pro forma combined financial information has been prepared, using the acquisition method. The acquisition method is based on ASC 805 and uses the fair value concepts defined in ASC 820, Fair Value Measurements (“ASC 820”). ASC 805 requires, among other things, that most assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. In addition, ASC 805 establishes that the consideration transferred is measured at current market price at the consummation of an acquisition. As Smurfit WestRock has no operations and will not until Completion, the publicly traded Smurfit Kappa ordinary shares shall be used to estimate the valuation of equity consideration to be issued for the Merger. Due to fluctuations in the market price of Smurfit Kappa’s ordinary shares, this requirement will likely result in a valuation of the actual equity consideration that is different from the valuation presented in this unaudited condensed pro forma combined financial information.

Under the acquisition method, the WestRock assets acquired and liabilities assumed will be recorded as of Completion at their respective fair values. Financial statements and reported results of operations of Smurfit WestRock issued after Completion will reflect these values. Additional fair value adjustments to assets and liabilities might be recorded upon Completion. The effect of such adjustments and the impact of differences between the fair values assumed in this unaudited condensed pro forma combined financial information and the fair values at consummation of the Combination could be material.

218

The accounting policies under U.S. GAAP used in the preparation of this unaudited condensed pro forma combined financial information are those set forth in Smurfit Kappa’s audited financial statements as of and for the fiscal year ended December 31, 2023, which have been included in this proxy statement/​prospectus. The accounting policies of Smurfit WestRock under U.S. GAAP are described in Note 1 to its historical financial statements as of and for the year ended December 31, 2023 which are included in this proxy statement/prospectus.

The accounting policies of WestRock under U.S. GAAP are as described in Note 1 to its historical consolidated financial statements as of and for the year ended September 30, 2023, which have been incorporated by reference in this proxy statement/prospectus.

3.

Reclassification Adjustments

Certain reclassifications have been made to the historical financial statements of WestRock to conform the accounting presentation of WestRock’s historical financial statements to the accounting presentation of the historical Smurfit Kappa consolidated financial statement presentation, in each case for the relevant periods. These reclassifications are included in the column “Reclassification Adjustments” in the unaudited condensed pro forma combined financial information. The following is a summary of the reclassification adjustments made to conform the presentation of WestRock’s historical unaudited consolidated balance sheet as of December 31, 2023 and historical consolidated statement of operations for the year ended September 30, 2023 with those of Smurfit Kappa:

a.

Reclassification of $622 million of operating lease-right of use assets from other non-current assets.

b.

Reclassification of $101 million of deferred tax assets from other non-current assets.

c.

Reclassification of $213 million of accrued expenses from other current liabilities.

d.

Reclassification of $196 million of current operating lease liabilities from other current liabilities.

e.

Reclassification of $8,236 million of non-current debt due after one year from long-term debt due after one year.

f.

Reclassification of $477 million of non-current operating lease liabilities from other non-current liabilities.

g.

Reclassification of $2,254 million of deferred tax liabilities from deferred income taxes.

h.

Reclassification of $195 million of pension liabilities and other postretirement benefits, net of current portion from pension liabilities, net of current portion.

i.

Reclassification of $101 million of pension liabilities and other postretirement benefits, net of current portion from postretirement benefit liabilities, net of current portion.

j.

Reclassification of $2,014 million of selling, general and administrative expenses from selling, general and administrative expense excluding intangible amortization.

k.

Reclassification of $342 million of selling, general and administrative expenses from selling, general and administrative intangible amortization expense.

l.

Reclassification of $1,893 million of goodwill impairment from impairment of goodwill and mineral rights.

m.

Reclassification of $11 million of Transaction-related expenses associated with the proposed Combination from restructuring and other costs, net.

n.

Reclassification of $22 million of pension and other postretirement non-service expense, net from pension and other postretirement non-service cost.

219

4.

Estimate of Total Merger Consideration

The following is a preliminary estimate of the Merger Consideration, calculated by reference to Smurfit Kappa’s share price of £35.18 on April 19, 2024, translated to U.S. dollars using the closing exchange rate as of that date.

($ in millions)	Amount
Estimated cash paid for outstanding WestRock Stock(a)	​	$	1,291
Estimated Smurfit WestRock Shares issued to WestRock Stockholders(b)	​	​	11,299
Estimated converted WestRock Options and WestRock RSU Awards attributable to pre-Combination service(c)	​	​	76
Estimated WestRock retention bonuses attributable to pre-Combination service(d)	​	​	15
Preliminary estimated aggregate Merger Consideration	​	$	12,681

(a)

The cash component of the preliminary estimated aggregate Merger Consideration is based on 258,317,736 shares of WestRock Stock, (including each WestRock Director RSU Award converted into WestRock Stock immediately prior to the Merger Effective Date), (as of April 19, 2024) and the Cash Consideration.

(b)

Value of estimated Smurfit WestRock Shares issued is based on 258,317,736 shares of outstanding WestRock Stock (including each WestRock Director RSU Award converted into WestRock Stock immediately prior to the Merger Effective Date) resulting in 258,317,736 Smurfit WestRock Shares being issued at the closing share price of £35.18 on April 19, 2024, translated to U.S. dollars using the closing exchange rate of £1 to $1.2434 as of that date.

(c)

As discussed in “The Combination,” certain WestRock Options and WestRock RSU Awards will be replaced by Smurfit WestRock equity awards with similar terms. Amount represents the estimated consideration for replacement of these WestRock Options and WestRock RSU Awards. A portion of the fair value of Smurfit WestRock equity awards issued represents consideration transferred, while the remaining portion represents compensation expense based on the vesting terms of the converted awards.

(d)

Estimated component of Merger Consideration in respect of total retention payments to current WestRock employees of $30 million. $15 million of the retention payments issued represents consideration transferred, while the remaining portion represents post-Combination compensation expense.

The estimated Merger Consideration expected to be transferred as reflected in this unaudited condensed pro forma combined financial information does not purport to represent what the actual Merger Consideration transferred will be upon Completion. In accordance with ASC 805, the fair value of equity securities issued as part of the consideration transferred will be measured upon Completion at the then-current market price. This requirement will likely result in an equity consideration different from the Merger Consideration assumed in this unaudited condensed pro forma combined financial information and that difference may be material.

The final value of the Merger Consideration will be determined based on the actual number of Smurfit WestRock Shares issued, the market price of Smurfit Kappa Shares at the Completion Date, and the U.S. dollar closing exchange rate at the Completion Date. A 10% increase or decrease in the closing price of the Smurfit Kappa Shares, as compared to the April 19, 2024, closing price of £35.18, translated to U.S. dollars using the closing exchange rate of £l to $1.2434 as of that date, would increase or decrease the Merger Consideration with an offsetting increase or decrease to goodwill, by approximately $1,130 million, assuming all other factors are held constant. A 10% appreciation or depreciation of the GBP against the U.S. dollar as compared to the exchange rate of £1 to $1.2434 as of April 19, 2024, would increase or decrease the Merger Consideration with an offsetting increase or decrease to goodwill, by approximately $1,130 million, assuming all other factors are held constant.

220

5.

Estimated Preliminary Purchase Price Allocation

Smurfit WestRock management has determined that Smurfit Kappa is the accounting acquirer in the Merger, which will be accounted for under the acquisition method of accounting for business combinations in accordance with ASC 805. The allocation of the preliminary estimated purchase price with respect to the Merger is based upon Smurfit Kappa management’s estimates of and assumptions related to the fair values of WestRock assets to be acquired and liabilities to be assumed as of December 31, 2023, using currently available information. Due to the fact that the unaudited condensed pro forma combined financial information has been prepared based on these preliminary estimates and assumptions, the final purchase price allocation and the resulting effect on WestRock’s financial position and results of operations may differ materially from the pro forma amounts included herein.

As of the date of this proxy statement/prospectus, Smurfit Kappa has not completed a comprehensive final valuation analysis necessary to determine the fair values of WestRock’s identifiable assets acquired and liabilities assumed. The preliminary purchase price allocation presented below is based on Smurfit Kappa management’s estimate of the fair value of tangible and intangible assets acquired and liabilities assumed using information that is currently available. The excess of the purchase price over the fair value of net assets acquired will be allocated to goodwill. The final allocation of the purchase price will be determined following Completion and will be based on a comprehensive final evaluation of tangible and intangible assets acquired and liabilities assumed by Smurfit Kappa.

Significant judgment is required to estimate the fair value of tangible and intangible assets acquired, liabilities assumed, as well as the useful life for acquired intangible assets. The fair value estimates and useful life for acquired intangible assets are based on available historical information, future expectations, and assumptions deemed reasonable by Smurfit Kappa management, but are inherently uncertain.

The estimated values of the assets acquired and liabilities assumed will remain preliminary until after Completion, at which time Smurfit Kappa will determine the fair values of the assets acquired and liabilities assumed. The final determination of the purchase price allocation will be completed as soon as practicable after Completion (within the permitted measurement period in accordance with ASC 805) and will be based on the fair values of the assets acquired and liabilities assumed as of Completion. The final amounts allocated to assets acquired and liabilities assumed could differ significantly from the amounts presented in the unaudited condensed pro forma combined financial information.

221

The following table summarizes the allocation of the estimated preliminary purchase price as of December 31, 2023 (in millions):

(in millions)	Historical Value			Fair Value Adjustments		Estimated Fair Value
Estimated Merger Consideration (Note 4)	​	​	​	​	​	​	$	12,681
Identifiable net assets:	​	​	​	​	​	​	​	​
Cash and cash equivalents	​	$	488	​	—	​	​	488
Accounts receivable	​	​	2,440	​	—	​	​	2,440
Inventories	​	​	2,391	​	550	​	​	2,941
Assets held for sale	​	​	88	​	—	​	​	88
Other current assets	​	​	739	​	—	​	​	739
Property plant and equipment, net	​	​	11,230	​	2,808	​	​	14,038
Goodwill	​	​	4,270	​	(4,270)	​	​	—
Intangibles, net(a)	​	​	2,507	​	(758)	​	​	1,749
Prepaid pension asset	​	​	630	​	—	​	​	630
Deferred tax assets(b)	​	​	—	​	10	​	​	10
Other non-current assets	​	​	1,963	​	(162)	​	​	1,801
Accounts payable	​	​	(2,159)	​	—	​	​	(2,159)
Accrued compensation and benefits	​	​	(415)	​	—	​	​	(415)
Current portion of debt	​	​	(462)	​	—	​	​	(462)
Other current liabilities	​	​	(932)	​	—	​	​	(932)
Non-current debt due after one year	​	​	(8,236)	​	198	​	​	(8,038)
Deferred tax liabilities(b)	​	​	(2,254)	​	(350)	​	​	(2,604)
Pension liabilities and other postretirement benefits, net of current portion	​	​	(296)	​	—	​	​	(296)
Other non-current liabilities	​	​	(1,827)	​	—	​	​	(1,827)
Non-controlling interests	​	​	(17)	​	—	​	​	(17)
Total estimate of identifiable net assets acquired as of December 31, 2023	​	$	10,148	​	(1,974)	​	​	8,174
Estimated goodwill arising on Merger	​	​	​	​	​	​	​	4,507
Estimated Merger Consideration	​	​	​	​	​	​	​	12,681

(a)

Preliminary identifiable intangible assets in the unaudited condensed pro forma combined financial information consist of the following:

(in millions)	Preliminary Fair Value			Estimated Useful Lives (years)
Preliminary fair value of intangible assets acquired:	​	​	​	​	​
Trade names and trademarks	​	$	240	​	5-10
Customer relationships	​	​	1,390	​	5-13
Developed technology	​	​	119	​	4-10
Intangible assets acquired	​	$	1,749	​	​

The preliminary fair values of intangible assets are generally determined using income-based methods. The income method used for customer relationships intangibles is the multi-period excess earnings method based on forecasts of the expected future cash flows attributable to those assets. The relief from royalty method which is used for the valuation of trade name and certain technology intangibles,

222

estimates fair value by reference to the royalties saved through ownership of the trade name rather than paying a rent or royalty for its use. The fair value of certain technology-based intangibles was determined using a cost savings approach that measures the value of an asset by estimating the cost savings achieved through owning the asset.

Significant estimates and assumptions inherent in the valuations reflect consideration of other marketplace participants, the amount and timing of future cash flows (including expected growth rates, discount rates, cost savings and profitability), royalty rates used in the relief from royalty method, and the discount rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions used to calculate the fair values of acquired intangible assets.

(b)

Deferred tax assets and liabilities were derived based on incremental differences in the book and tax basis created from the preliminary purchase allocation and is calculated at the Irish statutory income tax rate in effect of 12.5%. See Note 6(e).

6.

Adjustments to the Unaudited Condensed Pro Forma Combined Balance Sheet

Adjustments included in the Transaction Accounting Adjustments — Purchase Accounting and Transaction Accounting Adjustments — Financing columns in the accompanying unaudited condensed pro forma combined balance sheet as of December 31, 2023 are as follows:

a)

Reflects adjustment to cash and cash equivalents:

(in millions)	Amount
Pro forma transaction accounting adjustments – purchase accounting:	​	​	​
Cash paid for outstanding WestRock Stock(i)	​	$	(1,291)
Cash paid for transaction costs(ii)	​	​	(127)
Net pro forma transaction accounting adjustment to cash and cash equivalents	​	$	(1,418)
Pro forma transaction accounting adjustments – financing:	​	​	​
Cash from new debt financing, net of debt issuance costs and original issue discount	​	$	2,719
Net pro forma transaction accounting adjustment – financing to cash and cash equivalents	​	$	2,719

(i)

Includes each WestRock Director RSU Award converted into WestRock Stock immediately prior to the Merger Effective Date, as described in Note 4.

(ii)

Reflects the payment of non-recurring, legal and financial advisory, accounting, consulting and transaction compensation costs of both Smurfit Kappa and WestRock directly attributable to the Combination, excluding retention payments conditional on specified periods of post-Combination service. Total non-recurring transaction costs are currently estimated to be approximately $256 million. Such costs consist of advisory, legal, accounting and professional fees of $209 million, $32 million in retention payments to current Smurfit Kappa executives and $15 million in retention payments to current WestRock employees, both related to post-Combination service and directly attributable to the Combination. Of this total, $88 million and $11 million were incurred and reflected in Smurfit Kappa's and WestRock's historical consolidated statements of operations respectively, of which $11 million and $6 million were accrued within the respective historical Smurfit Kappa and WestRock consolidated balance sheets. See Notes 6(h) and 7(d) for the corresponding adjustments to pro forma stockholders’ equity and the condensed pro forma combined statement of operations respectively. An adjustment has been reflected in Note 6(k) to record the accrual in respect of WestRock and Smurfit Kappa retention payments.

223

b)

Reflects the preliminary purchase accounting adjustment for inventories based on the acquisition method of accounting.

(in millions)	Amount
Pro forma transaction accounting adjustments – purchase accounting:	​	​	​
Elimination of WestRock’s historical inventories – carrying value	​	$	(2,391)
Preliminary fair value of acquired inventories	​	​	2,941
Elimination of intercompany profit in inventories	​	​	(2)
Net pro forma transaction accounting adjustment to inventories	​	$	548

c)

Reflects the preliminary purchase accounting adjustment for estimated intangibles based on the acquisition method of accounting. Refer to Note 5(a) for additional information on the acquired intangible assets expected to be recognized.

(in millions)	Amount
Pro forma transaction accounting adjustments – purchase accounting:	​	​	​
Elimination of WestRock’s historical net book value of intangible assets	​	$	(2,507)
Preliminary fair value of acquired intangibles (Note 5(a))	​	​	1,749
Net pro forma transaction accounting adjustment to intangible assets, net	​	$	(758)

d)

The preliminary goodwill adjustment of $237 million represents the elimination of historical goodwill and recording of the excess of estimated aggregate Merger Consideration over the preliminary fair value of the underlying assets acquired and liabilities assumed.

(in millions)	Amount
Pro forma transaction accounting adjustments – purchase accounting:	​	​	​
Elimination of WestRock’s historical goodwill	​	$	(4,270)
Goodwill per preliminary purchase price allocation (Note 5)	​	​	4,507
Net pro forma transaction accounting adjustment to goodwill	​	$	237

e)

Represents the adjustment to deferred tax asset of $10 million and deferred tax liability of $350 million associated with the incremental differences in the book and tax basis created from the preliminary purchase allocation. The deferred tax liability arises from the preliminary fair values of tangible and intangible assets, inventories and the fair value adjustment to acquired debt. The deferred tax asset arises from the portion of purchase consideration relating to replacement stock-based compensation awards that relate to pre-Combination service (see Note 4). These adjustments were based on the applicable statutory tax rate and the respective estimated purchase price allocation.

The effective tax rate of the combined company could be significantly different (either higher or lower) depending on post-Combination activities, including cash needs, the geographical mix of income and changes in tax law. Because the tax rate used for the pro forma financial information is estimated, the rate will likely vary from the actual effective rate in periods subsequent to the completion of the Combination. This determination is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities.

f)

Reflects the elimination of payables and receivables recorded within the historical consolidated balance sheets of Smurfit Kappa and WestRock in respect of trade purchases and sales between both companies. The associated elimination of sales and purchases in the condensed pro forma combined statement of operations is recorded in Note 7(a).

g)

Reflects the proceeds of $2,719 million from the Offering, net of debt issuance costs and original issue discount, to fund the Cash Consideration and payment of fees and expenses directly attributable to the Combination. The balance after funding of the Cash Consideration, fees and expenses directly attributable to the Combination is expected to be used for general corporate purposes including the repayment of indebtedness, see Note 6(a).

224

h)

Reflects the following adjustments to pro forma Smurfit WestRock Stockholders’ equity:

(in millions)

Preferred Stock

Common Stock

Capital in Excess of Par Value

Retained Earnings

Accumulated other comprehensive loss

Deferred Shares

Pro forma transaction accounting adjustments – purchase accounting:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Elimination of WestRock’s historical equity

​

$

—

​

$

(3)

​

$

(10,710)

​

$

(177)

​

$

742

​

$

—

Estimated shares of Smurfit WestRock common stock issued to WestRock stockholders(i)

​

​

—

​

​

—

​

​

11,299

​

​

—

​

​

—

​

​

—

Estimated converted WestRock RSUs and Options attributable to pre-Combination services (Note 4(c))

​

​

—

​

​

—

​

​

76

​

​

—

​

​

—

​

​

—

Incremental stock-based compensation expense related to converted WestRock RSUs and Options that were fully vested prior to the Combination

​

​

—

​

​

—

​

​

7

​

​

(7)

​

​

—

​

​

—

Issuance of Series A Preference Shares(ii)

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Conversion of euro-denominated ordinary shares(iii)

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Estimated transaction costs(iv)

​

​

—

​

​

—

​

​

—

​

​

(157)

​

​

—

​

​

—

Elimination of intercompany profit in inventories (Note 6(b))

​

​

—

​

​

—

​

​

—

​

​

(2)

​

​

—

​

​

—

Net pro forma transaction accounting adjustments to equity

​

$

—

​

$

(3)

​

$

672

​

$

(343)

​

$

742

​

$

—

(i)

Reflects the issuance of 258.3 million Smurfit WestRock shares (with a par value of $0.001). The share price is calculated by reference to Smurfit Kappa’s share price as of April 19, 2024 translated to U.S. dollars using the closing exchange rate as of that date.

(ii)

Reflects the expected issuance of 10,000, $0.001 par value Series A Preference Shares for expected total consideration of $0.01 million.

(iii)

Reflects the conversion of 25,000 existing euro-denominated ordinary shares with a par value of €1.00 into 25,000 Smurfit WestRock Deferred Shares with a par value of €1.00.

(iv)

The adjustment to retained earnings of $157 million reflects the additional charge of $157 million for transaction-related expenses, (see Note 7(d)), not yet incurred and not previously reflected in the historical consolidated financial statements of either Smurfit Kappa or WestRock. As such expenses are not expected to be tax deductible, no tax effect has been reflected for the adjustment in respect of these expenses, see Note 7(g).

i)

Reflects the preliminary purchase accounting adjustment for property, plant and equipment based on the acquisition method of accounting.

(in millions)	Amount
Pro forma transaction accounting adjustments – purchase accounting:	​	​	​
Elimination of WestRock’s historical net book value of property, plant and equipment	​	$	(11,230)
Preliminary fair value of acquired property, plant and equipment	​	​	14,038
Net pro forma transaction accounting adjustments to property, plant and equipment	​	$	2,808

225

j)

Reflects the removal of deferred planned major maintenance costs of WestRock recorded within other assets. Such deferred costs are reflected within the preliminary fair value of acquired property, plant and equipment as part of Note 6(i) above.

k)

Reflects the accrual of retention payments to be paid after completion of specified service periods. See Note 6(a)(ii).

l)

Reflects the preliminary fair value adjustment to acquired WestRock debt based on the acquisition method of accounting. The fair value adjustment has been applied to non-current debt due after one year.

(in millions)	Amount
Pro forma transaction accounting adjustments – purchase accounting:	​	​	​
Elimination of WestRock’s historical non-current debt due after one year	​	$	(8,236)
Preliminary fair value of acquired non-current debt due after one year	​	​	8,038
Net pro forma transaction accounting adjustments to non-current debt due after one year	​	$	(198)

7.

Adjustments to the Unaudited Condensed Pro Forma Combined Statement of Operations

Adjustments included in the Transaction Accounting Adjustments — Purchase Accounting and Transaction Accounting Adjustments — Financing columns in the accompanying unaudited condensed pro forma combined statement of operations for the fiscal year ended December 31, 2023 are as follows:

a)

Reflects the elimination of purchases and sales between Smurfit Kappa and WestRock recorded within the historical financial statements. See Note 6(f).

b)

Reflects the adjustments to cost of goods sold for the incremental depreciation expense from the preliminary fair value adjustment to property, plant and equipment, the elimination of the cost of goods sold in respect of trading between Smurfit Kappa and WestRock, and the amortization of the preliminary fair value adjustment to inventories.

(in millions)	For the Year Ended December 31, 2023
Pro forma transaction accounting adjustments – purchase accounting:	​	​	​
Property, plant and equipment step-up flowing through cost of goods sold	​	​	​
Elimination of historical WestRock depreciation and amortization charge	​	$	1,143
Depreciation of acquired property, plant and equipment at fair value	​	​	(1,382)
Elimination of costs of goods sold – intercompany sales and inventory profit	​	​	93
Amortization of fair value adjustment to acquired inventories	​	​	(550)
Net pro forma transaction accounting adjustments to cost of goods sold	​	$	(696)

c)

Reflects the adjustments to selling, general and administrative expenses (“SG&A”) including the incremental amortization expense of acquired intangible assets and the preliminary incremental stock-based compensation expense for Smurfit WestRock replacement equity awards.

226

(in millions)	For the Year Ended December 31, 2023
Pro forma transaction accounting adjustments – purchase accounting:	​	​	​
Removal of historical WestRock amortization of intangible assets	​	$	342
Elimination of historical WestRock amortization & depreciation expense	​	​	50
Amortization of acquired intangible assets	​	​	(165)
Reduction in amortization & depreciation expense in SG&A(i)	​	​	227
Removal of historical WestRock stock-based compensation expense	​	​	64
Record stock-based compensation expense for converted WestRock awards	​	​	(107)
Record stock-based compensation expense for converted Smurfit Kappa awards	​	​	(38)
Incremental stock-based compensation expense(ii)	​	​	(81)
Net pro forma transaction accounting adjustment to SG&A	​	$	146

(i)

Represents adjustment to expense based on the preliminary estimated fair values and useful lives of acquired intangible assets (See Note 5(a)) and the elimination of historical WestRock depreciation expense recorded in SG&A which is replaced with the depreciation charge shown in Note 7(b).

(ii)

Represents the incremental stock-based compensation charge estimated to arise upon Completion. As discussed in “The Combination,” Smurfit Kappa Equity Awards shall be converted into Smurfit WestRock equity awards, with any performance goals applicable to Smurfit Kappa Equity Awards deemed achieved at 100%. WestRock Director RSUs shall be cancelled and automatically converted into WestRock Stock immediately prior to the Merger Effective Time in consideration for the right to receive the Merger Consideration. All other WestRock RSU Awards and all WestRock Options will be converted into Smurfit WestRock awards in accordance with the terms of the Transaction Agreement. In the case of a performance-based WestRock RSU Award, the number of shares of WestRock Stock subject to such WestRock RSU Award as of immediately prior to the Merger Effective Time will be determined by deeming the applicable performance goals for any performance period that has not been completed as of the Merger Effective Time to be achieved at the greater of the target level and the average of the actual level of performance of similar awards over the last three years prior to the Completion Date, except that the performance goals for any performance-based WestRock RSU Award granted after the date of the Transaction Agreement will be deemed achieved at the target level of performance.

d)

Reflects the adjustments to transaction-related expenses associated with the proposed Combination including estimated transaction costs and retention bonuses directly attributable to the Combination.

(in millions)	For the Year Ended December 31, 2023
Pro forma transaction accounting adjustments – purchase accounting:	​	​	​
Expected transaction expenses(i)	​	$	(110)
Retention payments paid to Smurfit Kappa executives(ii)	​	​	(32)
Retention payments paid to WestRock employees(ii)	​	​	(15)
Net pro forma transaction accounting adjustment to transaction-related expenses associated with the proposed Combination	​	$	(157)

(i)

Represents additional transaction costs directly attributable to the Combination to be incurred, that are not recorded within the historical consolidated statements of operations of

227

either Smurfit Kappa or WestRock. These costs in addition to amounts accrued in the historical balance sheets of Smurfit Kappa and WestRock, are assumed to have been settled in cash in the pro-forma balance sheet (see Note 6(a)(ii)).

Transaction-related expenses are not expected to be incurred in any period beyond 12 months from the closing date of the Combination. Any such charge could affect the combined company’s future results of operations in the period in which such charges are incurred. The unaudited condensed pro forma combined statement of operations for the year ended December 31, 2023 reflects $256 million in non-recurring transaction-related expenses as if those costs were incurred on January 1, 2023, including the retention payments in (ii) below. $246 million and $10 million in non-recurring transaction costs are included in transaction-related expenses associated with the proposed Combination and interest expense, net, respectively.

(ii)

Reflects retention payments payable to Smurfit Kappa executives and the portion of the retention payments for WestRock employees attributed to post-Combination expense. See Note 4(d) for the portion of the retention payments for WestRock employees included in purchase consideration.

e)

Reflects the incremental interest expense associated with the amortization of the preliminary estimated fair value adjustment/discount of acquired WestRock debt. See Note 6(l).

f)

Reflects the expense related to the Financing and amortization of issuance costs related to the Financing:

(in millions)	For the Year Ended December 31, 2023
Pro forma transaction accounting adjustments – financing:	​	​	​
New interest expense on financing:	​	​	​
The Offering(i)	​	$	(154)
Net pro forma transaction accounting adjustments – financing to interest expense	​	$	(154)

(i)

The new interest expense on transaction financing adjustments included in the unaudited condensed pro forma combined statement of operations reflect a full year’s interest expense for the Notes as if the Offering had been completed on January 1, 2023. The interest was calculated using the stated interest rates in the Offering Memorandum. The financing costs incurred to affect the Offering have been amortized on a straight-line basis over the term of the Notes. The original issue discount on the $750 million 5.200% Senior Notes due 2030 has been amortized over the term of those notes.

g)

To record the income tax impact of the pro forma adjustments utilizing the Irish statutory income tax rate in effect of 12.5% for the year ended December 31, 2023. Transaction-related expenses incurred by Smurfit Kappa are not expected to be deductible and no tax deduction for the pro-forma adjustment in respect of the adjustment for such expenses has been taken in the pro forma combined statement of operations. The effective tax rate of the combined company could be significantly different (either higher or lower) depending on post-merger activities, including cash needs, the geographical mix of income and changes in tax law. Because the tax rate used for the pro forma financial information are estimated, the rate will likely vary from the actual effective rate in periods subsequent to completion of the Combination.

This determination is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities.

h)

The pro forma basic and diluted weighted average shares outstanding are a combination of historical weighted average shares of Smurfit Kappa common stock and issuances of shares in connection with the Merger. In connection with the Combination, Smurfit Kappa agreed to convert

228

certain equity awards held by WestRock employees into Smurfit WestRock equity awards. The pro forma basic and diluted weighted average shares outstanding are as follows:

(in millions)	For the Year Ended December 31, 2023
Pro forma basic weighted average shares:	​	​
Historical Smurfit Kappa weighted average shares outstanding	​	258.3
Issuance of shares to WestRock Stockholders	​	258.3
Pro forma weighted average shares – basic	​	516.6
Pro forma diluted weighted average shares:	​	​
Pro Forma weighted average shares – diluted(i)	​	516.6

(i)

6.6 million historical dilutive common stock equivalents of Smurfit Kappa and 5.9 million replacement awards of Smurfit WestRock to WestRock equity award holders were excluded from the computation of pro forma diluted weighted average shares for the year ended December 31, 2023, as their effect would be anti-dilutive.

229

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

Market Price History

WestRock Stock is currently listed on the NYSE under the trading symbol “WRK.” As of April 22, 2024, the last practicable trading day before the date of this proxy statement/prospectus, there were 258,148,063 shares of WestRock Stock outstanding.

Smurfit Kappa Shares are currently listed on the LSE under the symbol “SKG,” and on the Euronext Dublin Market under the symbol “SK3.” As of April 22, 2024, the last practicable trading day before the date of this proxy statement/prospectus, there were 261,094,836 Smurfit Kappa Shares outstanding.

The following table sets forth, for the periods indicated, the per share high and low sales prices of WestRock Stock (as reported by NYSE) and Smurfit Kappa Shares (as reported by LSE and Euronext Dublin).

​

WestRock Stock ($)

Smurfit Kappa Shares (GBP)

Smurfit Kappa Shares (EUR)

​

High

Low

High

Low

High

Low

For the calendar quarter ended:

​

​

​

​

​

​

​

​

​

​

​

​

2023

​

​

​

​

​

​

​

​

​

​

​

​

December 31

​

43.58

​

33.53

​

32.16

​

25.28

​

37.14

​

28.98

September 30

​

37.54

​

27.86

​

33.66

​

25.88

​

39.27

​

30.21

June 30

​

31.29

​

26.85

​

30.82

​

25.56

​

35.18

​

29.85

March 31

​

39.30

​

26.84

​

36.03

​

27.60

​

40.17

​

31.55

2022

​

​

​

​

​

​

​

​

​

​

​

​

December 31

​

38.44

​

30.08

​

32.51

​

24.15

​

37.03

​

27.55

September 30

​

43.37

​

30.78

​

32.23

​

24.56

​

38.26

​

27.67

June 30

​

54.78

​

38.40

​

35.29

​

27.02

​

41.79

​

31.46

March 31

​

48.54

​

40.78

​

41.98

​

27.71

​

50.28

​

33.58

2021

​

​

​

​

​

​

​

​

​

​

​

​

December 31

​

52.00

​

41.85

​

41.17

​

35.81

​

49.42

​

42.42

September 30

​

53.91

​

47.39

​

43.34

​

38.00

​

50.44

​

44.10

June 30

​

62.03

​

51.41

​

39.98

​

34.06

​

46.48

​

39.19

March 31

​

54.43

​

40.04

​

37.84

​

33.04

​

43.34

​

38.14

The following table sets forth the closing price per share of WestRock Stock and Smurfit Kappa Shares as reported on the NYSE, the LSE and the Euronext Dublin, respectively, as of September 6, 2023, the last trading day prior to the public announcement that Smurfit Kappa and WestRock were in discussions regarding a potential strategic transaction, and September 11, 2023, the last trading day prior to the public announcement of the Transaction Agreement. For current price information, you are urged to consult publicly available sources.

​	September 6, 2023		September 11, 2023
Closing Sale Price Per Share of WestRock Stock ($)	​	43.58	​	33.53
Closing Sale Price Per Smurfit Kappa Share (GBP)	​	37.54	​	27.86
Closing Sale Price Per Smurfit Kappa Share (EUR)	​	31.29	​	26.85

Dividends

Historically, WestRock has declared dividends on a quarterly basis and Smurfit Kappa has declared dividends at least twice per year. The following tables set forth, for the periods indicated, the dividends declared on the WestRock Stock and the Smurfit Kappa Shares:

230

​	WestRock Stock ($)
​	Dividend
For the calendar quarter ended:	​	​
2023	​	​
December 31	​	0.3025
September 30	​	0.3025
June 30	​	0.275
March 31	​	0.275
2022	​	​
December 31	​	0.275
September 30	​	0.275
June 30	​	0.25
March 31	​	0.25
2021	​	​
December 31	​	0.25
September 30	​	0.25
June 30	​	0.24
March 31	​	0.24

​	Smurfit Kappa Shares (EUR)
​	Dividend
For the year ended:	​	​
December 31, 2023	​	​
Final	​	1.184
Interim	​	0.335
December 31, 2022	​	​
Final	​	1.076
Interim	​	0.316
December 31, 2021	​	​
Final	​	0.961
Interim	​	0.293

231

BUSINESS OVERVIEW OF SMURFIT KAPPA

Overview

Smurfit Kappa is one of the world’s largest integrated manufacturers of paper-based packaging products in terms of volumes and sales, with operations in Europe, Latin America, North America and Africa. Smurfit Kappa owns and operates mills and plants, which primarily produce a number of grades of containerboard that it converts into corrugated containers or sells to third parties. Smurfit Kappa also produces other types of paper, such as consumer packaging board, sack paper, graphic paper, solidboard and graphicboard, and other paper-based packaging products, such as consumer packaging, solidboard packaging, paper sacks and other packaging products such as bag-in-box.

History and Development of Smurfit Kappa

Smurfit Kappa was formed in November 2005 for the purpose of effecting the combination between the Jefferson Smurfit Group and Kappa Packaging.

The Jefferson Smurfit Group was founded in 1934 as a corrugated plant in Dublin, Ireland. The Jefferson Smurfit Group grew both organically and by way of acquisition in Ireland throughout the 1960s and 1970s, when it began expanding into the United Kingdom and then the United States, again by acquisition. The Jefferson Smurfit Group was listed on the Irish Stock Exchange (now called Euronext Dublin) in 1964. A subsidiary of Jefferson Smurfit Group purchased Container Corporation of America in 1986 in a joint venture with Morgan Stanley Private Equity and merged the two companies in 1989, leaving the Jefferson Smurfit Group with 50% ownership of the merged entity, JSC/CCA. The Jefferson Smurfit Group continued to grow throughout the 1990s, expanding its footprint in Europe and Latin America, while JSC/CCA in turn merged with Stone Container Corporation in 1998, leaving the Jefferson Smurfit Group with around 30% of the combined entity (Smurfit-Stone Container Corporation).

In 2002, the Jefferson Smurfit Group was taken private when Madison Dearborn Partners, LLC, a private equity firm based in the United States, bought the Jefferson Smurfit Group and spun off their prior stake in Smurfit-Stone Container Corporation to shareholders. The Jefferson Smurfit Group merged with Kappa Packaging, a Dutch private equity-owned company, in 2005 to form Smurfit Kappa.

Set forth below is a chronological overview of the principal events, history and growth of Smurfit Kappa’s business:

•

2005 — Smurfit Kappa was founded

•

2007 — Smurfit Kappa was listed on the LSE and Euronext Dublin

•

2012 — Acquisition of Orange County Container Group in the United States

•

2012-2019 — Expansion of packaging operations in Europe through the acquisition of a number of corrugated plants in Greece, Bulgaria, Serbia and France, as well as a number of sheet plants in the United Kingdom

•

2014 — Acquisition of Bates Container in the United States

•

2014-2016 — Expansion in the Americas through the acquisition of Grupo CYBSA in Central America and two acquisitions in Brazil

•

2018 — Acquisition of the Reparenco containerboard mill in the Netherlands

•

2018 — Exited the Venezuelan market

•

2021 — Acquisition of the Verzuolo containerboard mill in Italy and entry into the Peruvian corrugated market through the acquisition of Cartones del Pacifico from Emusa Group, which in turn purchased Smurfit Kappa’s El Salvador flexible packaging business

•

2021 – 2023 — Capital expenditures for the fiscal years ended December 31, 2023, 2022 and 2021 were $929 million, $930 million and $715 million, respectively, aimed towards a series of projects to grow the converting capacity of the business and to continue to improve competitiveness across all product lines

232

•

2023 — Completed exit from the Russian market

Global Footprint

As of December 31, 2023, Smurfit Kappa employs approximately 47,000 people and maintains operations in 36 countries. In Europe, Smurfit Kappa is a leader by production volume in corrugated packaging, containerboard and bag-in-box. In Latin America, Smurfit Kappa is a large-scale pan-regional player. Smurfit Kappa also operates in North America and Africa.

Smurfit Kappa currently operates 35 mills (30 of which produce containerboard), 241 converting plants (222 of which convert containerboard into corrugated containers), 43 recovered fiber facilities, two wood procurement operations in Europe (which together provide raw material for Smurfit Kappa’s mills), one forestry operation in the Americas and 33 other production facilities carrying on other related activities. In addition, Smurfit Kappa owns approximately 68,000 hectares of forest plantations in Latin America, which support mill operations in addition to propagating trees for planting. Smurfit Kappa’s footprint allows it to better serve customers in close proximity to its corrugated box plants.

Smurfit Kappa’s main European operations are in Germany, France, the Netherlands, Italy, the United Kingdom, Spain, Sweden and Austria. Smurfit Kappa has four (non-European) facilities that manufacture bag-in-box, located in Canada, Argentina, Mexico and the United States, along with a recently inaugurated corrugated plant in Morocco, all of which are managed under Smurfit Kappa’s European operational management.

Competitive Strengths

Smurfit Kappa believes its key competitive strengths are:

Leading Market Position.   Smurfit Kappa is one of the largest producers by capacity of corrugated containers in Europe and believes it is one of the top three corrugated production leaders in 15 of the 22 European countries in which it operates. In Latin America, Smurfit Kappa is a large-scale pan-regional player, with operations in Colombia, Mexico, Argentina, Brazil, Chile, Costa Rica, El Salvador, the Dominican Republic and Peru. Smurfit Kappa is a leading producer of consumer packaging in Mexico and has operations making other products in Ecuador and Nicaragua, as well as containerboard mills and corrugated operations in the United States, which have a relatively small market share.

Smurfit Kappa operates three of the largest kraftliner mills in western Europe, and believes that it operates the only kraftliner mill in Colombia, enabling it to ensure supply without relying on imports.

Broad Geographic Reach.   Smurfit Kappa has an extensive presence across Europe, where it operates 257 facilities in 22 countries across the continent, with an additional corrugated facility in Morocco. This broad presence allows Smurfit Kappa to provide a comprehensive and sophisticated product offering to its customers, together with a high level of service. Additionally, in Latin America, Smurfit Kappa is a large-scale pan-regional player. As a result of this geographically diverse presence, Smurfit Kappa’s business is not concentrated in or dependent on any one country.

Quality Assets and Active Capacity Management.   Smurfit Kappa actively manages its capacity by investing in more efficient mills and regularly evaluating the performance of its existing businesses and facilities. Smurfit Kappa regularly monitors the cost position of each of its businesses and facilities and evaluates strategic alternatives. Smurfit Kappa has been investing substantially in capital expenditure in recent years to expand operations and improve the efficiency of its asset base, resulting in significant cost savings through mill rationalization, machine specialization, paper logistics and integration, corrugated system optimization and purchasing savings.

Proven Ability to Execute Strategic Acquisitions and Integrate Acquired Businesses.   Smurfit Kappa’s continued progress as a leader in paper-based packaging has been driven in part by the acquisition of strategically compatible companies and operations. Smurfit Kappa has a strong track record of identifying suitable companies for acquisition at appropriate prices, integrating the acquired companies, identifying and achieving synergies and retaining and motivating high-quality management. Historical acquisitions have

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enhanced Smurfit Kappa’s asset base, expanded its product range and geographic reach and upgraded its management practices and efficiencies.

Vertically Integrated Operations.   Smurfit Kappa’s operations are highly integrated. Its recycling and wood procurement or forestry operations provide raw materials to its mills, which provide products to its converting plants, and Smurfit Kappa’s corrugated board plants are integrated with its sheet plants. Similarly, Smurfit Kappa’s solidboard and recycled boxboard mills are integrated with its solidboard packaging and folding carton operations, respectively. In addition, Smurfit Kappa’s production of sack paper in the Americas is integrated with its paper sack operations. The benefits of this integration include:

•

lower exposure to price volatility in containerboard and, in regions in which Smurfit Kappa owns forests, forest products and recovered paper;

•

security of paper supply;

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the ability to offer products tailored to customer requirements (such as quality, grades and innovation) through control of the supply chain;

•

achieving efficiencies, including through management of logistics; and

•

the ability to provide better service to corrugated container customers.

Integration also provides the following cost efficiency benefits:

•

the ability to produce the paper grades that achieve optimal output and cost levels;

•

the ability to produce paper most efficiently by using the width of paper machines that best match the needs of corrugated container manufacturers;

•

increased utilization of paper machines by reducing frequency of switching paper grades; and

•

reduced transport costs as a result of improved logistics of supplying customers.

Resilient Business Model.   A significant portion of Smurfit Kappa’s net sales is generated by sales of packaging products for use in the transportation of consumer staples, including agricultural produce and food and beverages, and for the display and consumer packaging of these products. Smurfit Kappa believes that demand for consumer staples, and by extension demand for Smurfit Kappa’s products, is generally more resilient during periods of economic downturn than is demand for other consumer or industrial products or industrial production levels. During 2023, Smurfit Kappa generated over 70% of its net sales from the sale of packaging for fast-moving consumer goods (including food products, beverages and detergents). Smurfit Kappa emphasizes cost take-out, which is a necessary focus in a cyclical industry where costs are subject to inflation.

Strong Cash Flows.   Smurfit Kappa’s resilient business model and focus on active capacity management has enabled strong cash flow generation in each of the last three years despite a challenging macroeconomic environment. Smurfit Kappa has invested cash flow into capacity expansion, entry into new markets, reduction of leverage and the payment of dividends to its shareholders.

Experienced and Proven International Management Team.   Smurfit Kappa’s experienced and proven international management team has led the company through several industry cycles. Smurfit Kappa consistently seeks to establish a management team comprising the highest available quality of management and reflecting the broad geographic spread of its businesses. The management team’s approach combines strong central disciplines (strategic, professional development, financial and capital allocation) with locally developed production and marketing decisions. Performance is measured predominantly on the basis of profitability, cash flow and return on capital employed.

Business Strategy

Smurfit Kappa’s vision is to be a globally admired business, dynamically and sustainably delivering secure and superior returns for all stakeholders, comprising shareholders, employees, customers, local communities and suppliers.

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Globally Admired Business.   Smurfit Kappa’s company-wide values enable it to operate as a globally admired business: (1) safety, loyalty, integrity and respect; (2) being an employer of choice; (3) providing a demonstrably differentiated offering to its customers; (4) being a leader in sustainability in the industry; and (5) being valued in line with its peers.

•

Dynamically and Sustainably Delivering.   Through a workforce that is both driven and engaged, Smurfit Kappa seeks to seize internal and external growth opportunities by engaging in focused investment in order to present a highly differentiated and sustainable offering to customers.

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Secure and Superior Returns.   To secure returns for its stakeholders, Smurfit Kappa focuses its business on strong cash generation, balance sheet strength and low-cost operations, and maintains the optimum level of vertical integration to mitigate cyclical risk. Smurfit Kappa aims to have engaged employees create a high level of innovation across its product range.

Smurfit Kappa’s vision guides its strategic objective of developing long-term customer relationships by providing customers with differentiated sustainable packaging solutions that enhance customers’ prospects of success in their end markets.

To achieve this objective, Smurfit Kappa has identified three key areas of focus:

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Converting:   Capitalize on differentiation to drive growth in Europe.

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Paper:   Continue the optimization of Smurfit Kappa’s paper system in line with demand created by the downstream corrugated business, taking into account the dynamics of the marketplace.

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Americas:   Combine the above two focus areas while seizing the opportunities presented by Smurfit Kappa’s expanded geographic footprint.

Based on these three focus areas, Smurfit Kappa has developed the following five strategic priorities:

Market Position: Expand market positions in Europe and the Americas through selective focused growth

Smurfit Kappa has a focused growth strategy in each of its end markets, involving both organic growth derived from innovative solutions in areas such as Better Planet Packaging (Smurfit Kappa’s sustainable packaging initiative) as well as e-commerce and the pursuit of accretive acquisitions, especially in higher growth markets such as eastern Europe and Latin America.

Smurfit Kappa has an established track record of implementing this strategy by identifying targets, building relationships and acquiring, as well as by effectively integrating paper-based packaging assets and businesses. Smurfit Kappa continuously evaluates opportunities to acquire businesses that would complement its existing product offerings and/or geographic footprint or its integrated production model. Smurfit Kappa plans to continue to apply a rigorous evaluation methodology to potential acquisitions and to complete acquisitions which meet its standards.

Europe

Smurfit Kappa strives to be a leading operator in each of the businesses and markets in which it operates and to provide sustainable packaging solutions for customers across a wide range of products, services and geographies. In order to achieve this objective, Smurfit Kappa invests in innovation and in establishing facilities in new geographies. Although western Europe is a mature market, Smurfit Kappa expects demand in the region to grow, and Smurfit Kappa intends to pursue profitable growth in this market through a strategy of organic growth, bolt-on acquisitions and expansion through selective capital investment.

Smurfit Kappa has either integrated box plants or sheet plants in seven eastern European and southeastern European countries. Smurfit Kappa intends to expand its presence in eastern and southeastern Europe by selectively investing in the countries that present the greatest opportunities and growth patterns consistent with Smurfit Kappa’s customer focused strategy. Smurfit Kappa’s medium-term objective is to achieve a leading position in these and other eastern and southeastern European countries through acquisitions or investment in new facilities.

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Americas

Smurfit Kappa intends to continue to expand its operations in the Americas. The packaging business in Latin America is not as homogenous as the business in Europe, and many of the countries have differing market and industry characteristics, but Smurfit Kappa believes that a broad geographic footprint can reduce market-specific risk. Smurfit Kappa’s pan-regional presence provides a strong platform to support organic growth in the countries in which it currently operates and an acquisition strategy for entry into new markets.

Partner of Choice: Become the supplier/partner of choice

Smurfit Kappa’s customer-led strategy provides its customers with differentiated sustainable packaging solutions that increase their sales, reduce their costs or reduce the risk in their supply chain, resulting in the development of long-term customer relationships that generate revenue and profitability for Smurfit Kappa. In its corrugated operations, examples of these products are boxes that involve high-quality pre- or post-print, litho-lamination and displays. Smurfit Kappa works closely with its customers, particularly those in the retail industry, to jointly develop innovative packaging products.

Smurfit Kappa intends to become the supplier/partner of choice for its customers by:

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deepening the understanding of its customers’ worlds and developing proactive initiatives to improve their offerings (see “— Customers” and “— Innovation” below);

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constantly innovating sustainable products, service, quality and delivery in order to develop and/or maintain preferred supplier status; and

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pursuing superior performance measured against clearly defined metrics in all aspects of the business and at all levels of the organization.

Operational Excellence: Enhance operational excellence through the continuous upgrade of customer offerings

Smurfit Kappa achieves operational excellence across the value chain, from forests or recycling depots to the customers’ end markets, by relentlessly pursuing the continuous upgrade of its customers’ offerings.

This is facilitated by:

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improving the output from Smurfit Kappa’s high-quality asset base through judicious capital investment, continuous improvement programs, transfer of best practice, industrial engineering and other initiatives;

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increasing the proportion of differentiated ideas, sustainability initiatives, products and services through the use of Smurfit Kappa’s development and technology centers, sustainability credentials and innovation tools; and

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ensuring that the driving forces behind all operations are customer satisfaction and excellence.

Investment in People: Recruit, retain, develop and motivate the best people

Smurfit Kappa believes that people are at the heart of the current and future success of the business and it maintains a strategy to recruit, retain, develop and motivate its people through:

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high-quality graduate and other recruitment initiatives, progressive goal setting and performance appraisal programs;

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focused job training and coaching;

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cross-divisional in-house development programs; and

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selective executive development programs.

Capital Allocation: Maintain a disciplined approach to capital allocation and maintain focus on cash generation

Smurfit Kappa focuses on cash flow considerations and allocates capital and cash generated according to its established principles through:

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maintaining an investment grade credit rating;

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capital spending to facilitate organic growth, optimize its asset base and enhance operating efficiency;

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acquiring strategically attractive and accretive assets; and

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returning capital to shareholders.

Segment Overview

Introduction

Smurfit Kappa’s main focus is producing containerboard and converting containerboard into corrugated containers. Smurfit Kappa also produces solidboard, boxboard, graphicboard, sack kraft paper and non-packaging grades of paper, converted products such as solidboard packaging, folding cartons and paper sacks, and bag-in-box.

Smurfit Kappa’s business is organized and presented in two reportable segments, Europe and the Americas. The Europe segment accounted for 75.9%, 77.2% and 77.8% of Smurfit Kappa’s total net sales in the fiscal years ended December 31, 2023, 2022 and 2021, respectively, while the Americas segment accounted for the remaining 24.1%, 22.8% and 22.2% of total net sales during those periods.

The table below shows a breakdown of Smurfit Kappa’s production volumes across its two segments in each of the years ended December 31, 2023, 2022 and 2021.

​	Year ended December 31
​	2023						2022						2021
​	Europe(1)		The Americas(2)		Total		Europe(1)		The Americas(2)		Total		Europe(1)		The Americas(2)		Total
​	(million tonnes)
Recycling	​	5.5	​	1.3	​	6.8	​	5.6	​	1.4	​	7.0	​	5.5	​	1.4	​	6.9
KL	​	1.6	​	0.1	​	1.7	​	1.6	​	0.1	​	1.7	​	1.7	​	0.1	​	1.8
Recycled	​	3.8	​	1.2	​	5.0	​	3.9	​	1.3	​	5.2	​	3.7	​	1.3	​	5.0
Containerboard	​	5.4	​	1.4	​	6.8	​	5.5	​	1.4	​	6.9	​	5.4	​	1.4	​	6.8
Other paperboard(3)	​	0.5	​	0.2	​	0.8	​	0.6	​	0.2	​	0.9	​	0.7	​	0.2	​	0.9
Total containerboard and paperboard	​	6.0	​	1.6	​	7.5	​	6.1	​	1.6	​	7.7	​	6.1	​	1.6	​	7.7
Other non-packaging paper(4)	​	0.2	​	—	​	0.2	​	0.2	​	—	​	0.2	​	0.2	​	—	​	0.2
Total Mills	​	6.1	​	1.6	​	7.7	​	6.3	​	1.6	​	7.9	​	6.3	​	1.6	​	7.9
Corrugated containers	​	4.8	​	1.5	​	6.3	​	5.2	​	1.6	​	6.8	​	5.4	​	1.6	​	7.0
Other paper-based packaging(5)	​	0.1	​	0.2	​	0.3	​	0.1	​	0.2	​	0.3	​	0.1	​	0.2	​	0.3
Total Conversion	​	4.9	​	1.7	​	6.6	​	5.3	​	1.8	​	7.1	​	5.5	​	1.8	​	7.3

Notes:

(1)

Production from Smurfit Kappa’s facilities in Ireland, the United Kingdom, France, Belgium, the Netherlands, Germany, Austria, Switzerland, Italy, Spain, Portugal, Denmark, Sweden, Norway, Latvia, the Czech Republic, Slovakia, Poland, Lithuania, Greece, Bulgaria, Serbia and Morocco.

(2)

Production from Smurfit Kappa’s facilities in Argentina, Colombia, the United States, Mexico, Brazil, Chile, Ecuador, the Dominican Republic, Costa Rica, El Salvador, Peru and Nicaragua.

(3)

Other paperboard includes sack kraft, machine glazed paper, boxboard, graphicboard and solidboard.

(4)

Other grades of non-packaging papers include printing and writing paper.

(5)

Other paper-based packaging includes solidboard, paper sacks and folding cartons.

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Facilities

Smurfit Kappa’s manufacturing facilities are spread across Europe and the Americas. The paper and paperboard mills are its main assets. Smurfit Kappa believes that its facilities are suitable and adequate for its business purposes for the foreseeable future.

The table below provides a geographic summary of Smurfit Kappa’s facilities (both owned and leased) as of December 31, 2023:

​	As at December 31, 2023
​	Europe		The Americas		Total
Recycled paper and board mills	​	18	​	11	​	29
Virgin mills	​	5	​	1	​	6
Corrugated containers	​	151	​	41	​	192
Other corrugated packaging(1)	​	30	​	—	​	30
Cartons and solidboard packaging	​	5	​	6	​	11
Paper sacks	​	—	​	5	​	5
Recovered fiber / wood procurement	​	21	​	25	​	46
Other(2)	​	28	​	8	​	36
Total number of facilities	​	258	​	97	​	355

(1)

“Other corrugated packaging” includes display and litho-laminate products as well as specialized Honeycomb packaging facilities.

(2)

“Other” comprises bag-in-box (including plants in each of Canada, Argentina, the United States and Mexico that are managed out of Europe) as well as Smurfit Kappa’s various smaller businesses, such as specialty printing, flexible packaging, foam packaging, machine systems and publishing.

Europe

Smurfit Kappa’s Europe segment includes a system of mills and box plants that primarily produce a full line of containerboard that is converted into corrugated containers. Smurfit Kappa operates in 22 countries across western and eastern Europe and is one of the European leaders in terms of capacity in corrugated packaging, containerboard and bag-in-box. It also operates in several other packaging and paper market segments, such as sack paper, graphic board, solidboard, solidboard packaging, boxboard, folding cartons and machine glazed paper.

The operations of Smurfit Kappa’s Europe segment are highly integrated, with the total production of the mills in 2023 approximately matching the volume of the containerboard that is converted into corrugated containers in Smurfit Kappa’s plants. Due to the intra-industry swap agreements, approximately 70% of production from Smurfit Kappa’s mills during the fiscal year ended December 31, 2023 was converted into final products in its plants.

Containerboard

In the years ended December 31, 2023, 2022 and 2021, Smurfit Kappa’s containerboard mills in Europe produced approximately 5.4 million tonnes, 5.5 million tonnes and 5.4 million tonnes, respectively. Estimated capacity in Smurfit Kappa’s Europe segment is 5.9 million tonnes, as of December 31, 2023.

Smurfit Kappa operates 15 recycled containerboard mills throughout Europe (three in France, three in Germany, two in each of the United Kingdom, the Netherlands and Italy, and one in each of Spain, the Czech Republic and Serbia). These mills produced close to 3.8 million tonnes, 3.9 million tonnes and 3.7 million tonnes in the years ended December 31, 2023, 2022 and 2021, respectively.

Smurfit Kappa’s three kraftliner mills, located at Piteå (Sweden), Facture (France), and Nettingsdorfer (Austria), are among the largest and, Smurfit Kappa believes, the lowest cost kraftliner mills in western

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Europe. These mills produced approximately 1.6 million tonnes, 1.6 million tonnes and 1.7 million tonnes of kraftliner in the years ended December 31, 2023, 2022 and 2021, respectively. Smurfit Kappa typically earns higher margins on the production of kraftliner than on the production of recycled containerboard.

Corrugated Containers

Smurfit Kappa is one of the leading producers of corrugated containers in Europe by capacity, with 181 production facilities (comprising corrugated plants, sheet feeders, sheet plants and other specialized facilities). Smurfit Kappa has an extensive geographic presence in western Europe and a growing presence in eastern and southeastern Europe. Smurfit Kappa believes that it has a top three market share position in corrugated container production in 15 of the 20 European countries in which it has integrated corrugated operations.

Other Paperboard and Other Paper

In the years ended December 31, 2023, 2022 and 2021, Smurfit Kappa Europe produced approximately 0.5 million tonnes, 0.6 million tonnes and 0.7 million tonnes, respectively, of other paperboard, comprising sack kraft, machine glazed paper, graphicboard, solidboard and boxboard in five mills located in Germany and Spain. Smurfit Kappa is one of the leading manufacturers of both solidboard and solidboard packaging in Europe.

Smurfit Kappa’s containerboard mill in the Netherlands also produces graphic paper for use in inserts. Its production in the years ended December 31, 2023, 2022 and 2021 was approximately 0.2 million tonnes annually in each respective year.

Bag-in-box

Smurfit Kappa is one of the largest European manufacturers in the high growth bag-in-box market, a leading European supplier of bags for bag-in-box packaging for the wine market, and a significant global supplier for taps for bag-in-box packaging for the wine market. Smurfit Kappa has sales offices and agencies across more than 25 countries and nine bag-in-box or tap manufacturing facilities located in France, Spain, Italy, Canada, Argentina, Mexico, Sweden and the United States.

Bag-in-box activities comprise the production and marketing of bags, “Vitop” taps or integrated bags or boxes. The bag-in-box system comprises a bag (composed of resilient multi-layered plastic materials) fitted with a plastic tap (for dispensing) fixed within a corrugated box that gives protection during transport and offers considerable scope for printed marketing information. Historically sold to players in the wine industry, the bag-in-box system is increasingly sold to additional end customers for dairy, liquid eggs, fruit juices, water and coffee. Adoption is driven by the system’s ability to keep contents fresh for extended periods, sustainable production and ease of use.

Sales of the taps reached over 600 million taps in each of the years ended December 31, 2023, 2022 and 2021 and applications have diversified, including hand sanitizer packaging, one of the most sought-after products during the COVID-19 pandemic.

The bag-in-box division made a significant $14 million investment in a flexible material production facility at Smurfit Kappa’s plant in Ibi, Spain in June 2021. This investment has resulted in the addition of a 4,300 square meter production area, equipped with high-tech and advanced machinery that allows for more specialization in the manufacture of film. The new machinery allows the plant to complete the full production cycle of bag-in-box packaging solutions. This integrated production model offers quicker and more efficient services to customers, as well as a considerable reduction of the environmental impact at up to 21% less estimated CO2 emissions for the current flexible materials portfolio. Smurfit Kappa’s Vitop facility in Alessandria, Italy is the first plant in the bag-in-box industry to be International Sustainability & Carbon Certification PLUS certified, with this certification recognizing that Vitop’s industrial processes and standards comply with the chain of custody of these bio-based and recycled resins.

Americas

Smurfit Kappa’s business in the Americas could be considered a relatively small player in the United States and a leading business in Latin America.

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In Latin America, Smurfit Kappa is one of the largest producers of corrugated containers and containerboard, by volume, with corrugated operations in nine countries. Smurfit Kappa’s largest operations in Latin America are in Mexico, Brazil and Colombia, with other corrugated operations in Argentina, the Dominican Republic, Costa Rica, Chile and Peru, and other operations in Ecuador and Nicaragua. Smurfit Kappa believes that its presence in the corrugated market in the United States is negligible. It has operated continuously in Latin America since 1986 and re-entered the United States in 2012 with the acquisition of the Orange County Container Group.

Smurfit Kappa’s Americas segment operations consist of 12 mills in five countries (Colombia, Mexico, the United States, Argentina and Brazil) producing containerboard, consumer packaging board and sack paper, with combined productions of around 1.6 million tonnes in each of the years ended December 31, 2023, 2022 and 2021 (of which containerboard represented around 1.4 million tonnes). Smurfit Kappa’s Americas segment also has 41 corrugated plants in 10 countries. Production for the Americas segment for the years ended December 31, 2023, 2022 and 2021 was approximately 1.5 million tonnes, 1.6 million tonnes and 1.6 million tonnes, respectively, of corrugated containers. Smurfit Kappa’s Americas segment has six consumer packaging plants, located in Mexico, Costa Rica and El Salvador, as well as five paper sack converting plants across four countries; three specialized packaging plants; 24 recovered fiber plants in seven countries; and six other plants. There are also forestry operations in Colombia.

Smurfit Kappa believes that Mexico, with its attractive demographic profile, North American Free Trade Area membership and opportunities for export to the United States, offers good opportunities for growth both domestically and internationally. In Mexico, Smurfit Kappa produced 0.6 million tonnes, 0.7 million tonnes and 0.7 million tonnes of corrugated containers in the years ended December 31, 2023, 2022 and 2021, respectively. The focus of Smurfit Kappa’s strategy is on continuing growth in the country and on the backward integration into containerboard.

In Colombia, Smurfit Kappa produced close to 0.3 million tonnes of corrugated containers per annum in the years ended December 31, 2023, 2022 and 2021. The strategy in Colombia focuses on cost competitiveness and capitalizing on the integration of the business through converting, mills and forestry. In addition, Smurfit Kappa’s Colombian operations lead its sack operations in Latin America. Smurfit Kappa acquired its Brazilian operations in late 2015 and produced 0.2 million tonnes of corrugated containers in Brazil in each of the years ended December 31, 2023, 2022 and 2021.

Smurfit Kappa’s operations in the Americas are highly integrated, from the production of wood pulp (in Colombia) and the reclamation of used fiber through to conversion into paper-based packaging products of a substantial portion of the paperboard produced by its mills.

Seasonality

The businesses of Smurfit Kappa are not materially impacted by seasonality.

Raw Materials

The principal raw materials for the recycled containerboard, recycled consumer packaging board, solidboard and graphicboard mills which Smurfit Kappa operates are various grades of recovered papers and, in particular, OCC. In Europe, Smurfit Kappa sources recovered paper in a number of different ways, which it refers to as “grip” levels, and it has a 70% “grip” on its recovered fiber needs through sources Smurfit Kappa directly controls or with whom it has contracts, with the remainder being acquired primarily under spot purchases. Smurfit Kappa believes this security of supply to be a significant benefit at times when recovered fiber is in short supply. Around 31% of Smurfit Kappa’s volume is supplied through its own reclamation operations or directly from its corrugated facilities from offcuts from the corrugated process. From a price perspective, most of Smurfit Kappa’s requirements in Europe are linked to official reference prices and are therefore based on market prices.

Smurfit Kappa’s kraftliner mills and sack kraft mill require virgin fiber as their principal raw material. Smurfit Kappa purchases virgin fiber on the open market through contractual arrangements and, in some cases, cooperates with landowners to develop forest resources. Smurfit Kappa is not reliant on any one supplier for a substantial portion of its raw materials sourced from third parties.

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As described above in “— Segment Overview,” Smurfit Kappa has forestry operations in Colombia, which supply its virgin fiber requirements in Colombia and enable Smurfit Kappa to produce a high-quality fiber by controlling forest management and the harvesting process. Smurfit Kappa has 24 recovered fiber operations across seven countries in the Americas. Smurfit Kappa’s “grip” level in the Americas is over 100%.

Customers

Smurfit Kappa provides packaging products for the transportation of a diverse range of consumer and industrial goods, such as processed and fresh food, agricultural products, beverages, industrial and consumer electronics, chemicals and pharmaceuticals, and a range of other products, as well as higher value-added corrugated products, such as those featuring enhanced graphics used for point of sale displays and consumer and shelf-ready packaging. During 2020, over 70% of Smurfit Kappa’s products were sold to the fast-moving consumer goods sector, which proved resilient during the COVID-19 pandemic.

Approximately 16% of customers by volume in Europe are considered pan-regional, and Smurfit Kappa has a team devoted to targeting and servicing the requirements of these customers. A further 21% of customers are multi-national accounts, serviced in more than one country but not across the region. Smurfit Kappa has built a team to service their requirements. The remaining customers are considered either multi-site national accounts within a single country or local accounts, and marketing and sales activity for these customers is primarily undertaken by local businesses. This dual approach allows Smurfit Kappa to remain close to its customers irrespective of size while also keeping updated with competitors and local market developments. No single customer individually represented more than 2.5% of Smurfit Kappa’s net sales during the fiscal years ended December 31, 2021, December 31, 2022 and December 31, 2023. On a worldwide basis, Smurfit Kappa predominantly sells directly to end users rather than through agents, with almost all sales to end users. Smurfit Kappa’s top five corrugated container customers in 2023 represented just under 8% of corrugated volumes. A considerable portion of Smurfit Kappa’s sales are made under customer contracts with terms ranging from one to three years. These agreements typically provide that the customer will source a specified percentage of its total product requirements from Smurfit Kappa on an exclusive basis, and typically allow for raw material cost movements to be passed through to end pricing.

Smurfit Kappa’s marketing strategy focuses on product quality, design differentiation and high calibre customer service. Through continuous communication with customers, Smurfit Kappa’s goal is to improve its service quality and proactively anticipate or respond to customers’ needs.

Innovation

Smurfit Kappa’s marketing, design and innovation capabilities are a source of competitive advantage. Smurfit Kappa’s approach to innovation focuses on helping customers save more, sell more, and optimize packaging solutions to improve consumer experience.

Smurfit Kappa’s innovation model prioritizes agility for faster innovation and smarter testing, promoting global innovation with local relevance, fostering end-to-end circular packaging innovation, and enabling quicker, better decision making with market-leading capabilities.

Smurfit Kappa emphasizes local implementation and strong coordination to optimize efficiency and effectiveness across all operations and customer interactions. To achieve this, Smurfit Kappa has 30 interconnected customer-centric Innovation and Experience centers, strategically positioned throughout the organization. These hubs are responsible for bringing to life a “glocal” approach by aligning the global vision with local nuances related to culture, trends and customer needs. Additionally, a dedicated European innovation team focuses on ground-breaking initiatives, backed by market-leading capabilities. Smurfit Kappa has developed a suite of tools to support its innovation and selling efforts. The strength of these tools is the fact that they are developed and maintained across the organization and are equally available to all operations.

Demonstrating its industry leadership, in 2023, Smurfit Kappa won 74 awards across a host of categories, including design, safety, sustainability, community engagement and as a top employer. Smurfit Kappa was recognized for its technical innovation and creativity by winning 14 awards at the Flexographic Industry Association UK awards in addition to eight WorldStar 2023 awards. The latter was followed up by

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winning 12 WorldStar 2024 awards in January 2024, more than any other entrant. Smurfit Kappa was also the proud winner of PepsiCo’s “Supplier of the Year” award.

Smurfit Kappa’s “Better Planet Packaging” initiative aims to develop its sustainable packaging to positively impact global supply chains, improve packaging environmental footprint and reduce packaging traces on the planet. Characteristics of Better Planet Packaging include:

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optimized and fit-for-purpose materials;

•

reduced carbon footprint;

•

designed to be recyclable and are actually recycled;

•

manufactured with recycled material when possible, and sustainably sourced virgin material when needed; and

•

naturally biodegradable without leaving a trace.

To support the market in developing and implementing innovative packaging solutions more rapidly, reliably and collaboratively, Smurfit Kappa launched its Design2Market concept in 2022. With over 50 successful projects executed for leading brands, Smurfit Kappa’s customers benefit from a streamlined testing process, reduced risk and sustainable packaging options, all aligned with Smurfit Kappa’s commitment to innovation and sustainability through the Better Planet Packaging initiative.

Competitors

There are different types of companies operating in the vertically integrated containerboard and corrugated container industry; some are vertically integrated, having both containerboard and corrugated container capacity, while others may be in only one of those businesses. There are also a number of companies which have a presence in more than one country, while others operate in a single geography.

Smurfit Kappa’s key competitors for containerboard and corrugated containers in western and eastern Europe are the other leading pan-continental producers of containerboard and corrugated containers. As containerboard and corrugated containers products are largely standardized products, competition is primarily based on price. Smurfit Kappa’s key competitors for consumer packaging board and consumer packaging are also pan-continental players.

The marketing strategy for Smurfit Kappa’s mills is to profitably match the sale of appropriate paper and containerboard to the demand requirements of both internal and external converters located within an economically reasonable shipping distance from each mill, thereby minimizing logistics costs. Smurfit Kappa’s strategy for the corrugated container and other converting plants focuses on both customized products tailored to fit customers’ needs and high-volume sales of commodity products, such as transport packaging for predominantly local markets. Most sales of converted products are made on the basis of short-term orders for specified volumes at market rates. These orders are priced based on a number of factors such as currency, volume, weight, applications (printing, die-cutting and lamination) and geographic area. Smurfit Kappa seeks to maintain a broad customer base for each market to avoid customer concentration.

Intellectual Property and Research and Development

Smurfit Kappa is one of the leading providers of paper-based packaging solutions in the world. The group has a unified single brand strategy, which it launched in 2014. Its “Open the Future” branding strategy has been effectively embedded across all its businesses. Its brand strategy strives to represent Smurfit Kappa as the sustainable partner of choice with scale that seeks to build strategic relationships. Its aim is to differentiate its value proposition for its customers and stakeholders. In 2023, the group evolved its “Open the Future” branding strategy and moved to its refreshed branding strategy of “Creating the future together,” aimed at further differentiating itself.

Smurfit Kappa holds a substantial number of foreign and domestic trademarks, trademark applications, trade names, patents, patent applications and licenses relating to its business, its products and its production processes. Smurfit Kappa’s patent portfolio consists primarily of utility patents relating to its products and

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manufacturing operations, including proprietary automated packaging systems. Smurfit Kappa’s company name and logo, and certain of its products and services, are protected by domestic and foreign trademarks. Smurfit Kappa’s patents, trademarks and other intellectual property rights, particularly those relating to its manufacturing operations, are important to its operations as a whole. Smurfit Kappa’s intellectual property has various expiration dates.

While proprietary products are not generally a significant feature of the paper and packaging industries, Smurfit Kappa holds patents and inbound licenses. The focus of research in the paper-making industry is on providing the materials that will enable converting operations and other packaging manufacturers to meet the challenges of a changing, retail-driven marketplace. In recent years, the focus in the corrugated container industry has, for example, been on efficiently meeting the performance characteristics required of the corrugated container as a transport, storage, retail ready and point of display medium. In addition to improved containerboard quality, research programs have provided improvements in printing processes. Furthermore, the need to meet the changing demands of customers’ automated packaging lines requires Smurfit Kappa to stay abreast of innovations in industrial processes. In the fiscal year ended December 31, 2023, Smurfit Kappa’s expenditure on research and development amounted to $10 million.

Regulatory and Environmental Matters

Smurfit Kappa is required to have certain licenses, consents and permits in place to run its business (in particular, environmental permits for air emission, water discharges and noise). Smurfit Kappa believes it currently has all requisite material licenses, consents and permits for the operation of its business. Smurfit Kappa is also subject to a wide range of environmental laws and regulations, including those governing the discharge of pollutants into the air and water, the use, storage and disposal of hazardous substances and wastes and the clean-up of contaminated properties. Smurfit Kappa could incur significant costs, including fines, penalties, civil and criminal sanctions, investigation and clean-up costs and third-party claims for property damage or personal injury, as a result of violations of or liabilities under environmental laws and regulations, as more fully described in the section of this proxy statement/prospectus entitled “Risk Factors — Smurfit Kappa is subject to a growing number of environmental and climate change laws and regulations, and the cost of compliance or the failure to comply with, and any liabilities under, current and future laws and regulations may negatively affect Smurfit Kappa’s business.” Smurfit Kappa devotes substantial resources to ensuring and monitoring compliance with environmental requirements.

The most significant impact of environmental regulatory requirements on Smurfit Kappa’s operations relates to its paper and board mills. Smurfit Kappa’s manufacturing processes result in discharges to water and emissions to air, and can produce elevated noise levels. At the same time, most of its paper and board mills are recycled mills, and therefore do not handle black liquor (a by-product of certain wood pulping operations), and no mills employ chlorine bleaching. Smurfit Kappa’s mills operate with their own combustion plants, and Smurfit Kappa believes they are in material compliance with the regulations applying to such large combustion plants. Nonetheless, Smurfit Kappa could incur additional costs due to environmental regulatory requirements in extraordinary circumstances, such as if a Smurfit Kappa manufacturing site was closed for a period of time due to the site exceeding permitted emissions thresholds, or site closure due to a polluting event causing environmental contamination. Despite Smurfit Kappa’s belief that they are currently in material compliance with regulations applying to their combustion plants, Smurfit Kappa is affected by increasingly stringent environmental regulations in the countries in which it operates.

On an ongoing basis, Smurfit Kappa incurs, and will continue to incur, substantial costs to comply with environmental requirements. Smurfit Kappa’s paper and board mills that operate in the European Union also are subject to the EU ETS. To date, collective CO2 allocations granted to Smurfit Kappa’s mills have exceeded its annual CO2 emissions. The current EU ETS for the period from 2021 to 2030 is expected to reverse the excess position over time. Smurfit Kappa continues to take commercially appropriate action to mitigate the risks to its business from climate change. Smurfit Kappa intends to continue to invest in efficient energy generation and energy reduction programmes and switch from fossil fuel to lower carbon alternatives (such as biomass fuel) as a means of reducing its carbon footprint where such investments can be justified on commercial grounds.

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Furthermore, global attention on shortages of certain resources such as wood, water or energy could lead to more expansive or stringent regulation. To mitigate this, Smurfit Kappa continuously invests in adopting sustainable best practices and meeting usage intensity reduction targets.

Smurfit Kappa’s industry is subject to ongoing legislative changes across all regions in which it operates, typically with a focus on emissions and waste. In Europe, the European Commission published its proposal for the revision of the PPWR on November 30, 2022. In March 2024, the European Parliament and the Council of Ministers reached a provisional agreement on this legislation. The text of the legislation positively includes exemptions for corrugated packaging. The final text still requires approval from the European Parliament and Council before it can enter into force. Smurfit Kappa is also subject to the European Union’s regulation concerning Registration, Evaluation, Authorisation, and Restriction of Chemicals (“REACH”). REACH regulates all producers and importers (into the European Union) of chemical substances in volumes greater than one tonne per year as well as downstream users of chemicals. Smurfit Kappa is mainly affected by REACH as a downstream user of chemicals.

Sustainability

Smurfit Kappa believes that sustainability is an integral part of its operations and that sustainable business processes create value for shareholders, customers, employees and local communities.

Smurfit Kappa’s purpose is to create innovative and sustainable paper-based packaging solutions for its customers, protect products in transit and precious resources for future generations while caring for each other, the environment and the planet. At the core of this approach is the fact that Smurfit Kappa operates a circular business model which puts it at the heart of the circular economy.

Smurfit Kappa’s business strategy of end-to-end sustainability means using the sustainability lens in everything it does, from sustainable and responsible sourcing of its renewable and recyclable raw materials to responsible production of recyclable and biodegradable packaging solutions that help its customers to reach their goals.

Smurfit Kappa aims to play a leading role in the area of sustainability, primarily by providing customers with innovative packaging solutions and optimizing their supply chains by minimizing product waste, but also by minimizing its own energy use and using renewable energy sources where economically feasible; optimizing resource use and re-use through recycling solutions; and stimulating afforestation through sustainable forestry. In addition, Smurfit Kappa endeavors to sustainably use natural resources, create value for its shareholders, involve itself in local communities and care for the health and safety of its people.

As one of the leading providers of sustainable paper-based packaging in the world, Smurfit Kappa’s ambition is to deliver sustainable growth for the benefit of all stakeholders, based on three pillars: Planet, People and Impactful Business. Within these three pillars, People and Communities, Climate Change, Forest, Water and Waste are Smurfit Kappa’s main strategic priorities.

Circular business

Smurfit Kappa’s core activity is to produce paper-based packaging solutions for its customers. At every important step in its value chain, Smurfit Kappa considers, understands and promotes sustainability. Throughout its value chain, from product inception to end of use, Smurfit Kappa respects the circular economy and the people, suppliers and communities that it impacts.

Smurfit Kappa’s circular business model starts with sustainable primary raw materials. Its integrated approach to producer responsibility and paper recycling means that around 77% of its primary raw material is recycled fiber. Smurfit Kappa uses organic by-products and side streams as biofuel, circulate its process waters as many times as it can before treating and returning it to the water system. Smurfit Kappa collaborates with local organizations to find alternative uses for the rejects it receives with its recovered paper deliveries that Smurfit Kappa cannot use in its processes. The virgin fiber raw material Smurfit Kappa uses is renewable and from a sustainable origin.

Through its holistic approach to product design and manufacture, Smurfit Kappa offers right-weighted, fit-for-purpose packaging solutions that minimize inefficiency and waste.

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Smurfit Kappa’s Better Planet Packaging initiative seeks to proactively replace unsustainable packaging solutions with renewable, recyclable, actually recycled and biodegradable paper-based packaging alternatives.

Climate change

Smurfit Kappa recognizes the importance of climate change and in turn the need for climate-related financial disclosures as part of its commitment to sustainability and responsible corporate citizenship. In its most recent annual report, Smurfit Kappa provided information on how climate-related risks and opportunities are integrated into its business strategy and financial planning, aligned with the recommendations of the Task Force on Climate-related Financial Disclosures (“TCFD”).

In addition to reporting its progress against its own emission reduction targets and having them independently approved, Smurfit Kappa has carried out an extensive climate change risk and opportunity assessment in 2021. The project was supported by an expert third party, reviewing climate risk and opportunity for Smurfit Kappa and utilizing a climate scenario modelling tool. In 2023, an updated climate scenario analysis was carried out using more up-to-date scenarios from CMIP6 as well as CMIP5. The 2023 analysis is now starting to incorporate parts of the Shared Socioeconomic Pathways (“SSPs”) approach which builds on the existing RCP approach and incorporates how global society, demographics and economics might change over the next century in different scenarios.

Smurfit Kappa was one of the first in its industry to announce a net-zero target of “at least net zero emissions by 2050.” Compared to a 2005 baseline, in 2023 Smurfit Kappa has reduced its Scope 1 and Scope 2 fossil emissions intensity in its mills by 43.7% per tonne of saleable production. In 2021, Smurfit Kappa’s decarbonization targets were validated by the Science-Based Targets initiative as in line with the Paris Agreement.

Smurfit Kappa has also published its Net-Zero Transition Plan which outlines its approach across time horizons and also across Scope 1, Scope 2 and Scope 3 emissions.

Nature

Smurfit Kappa recognizes the importance of developing a greater understanding of nature-based risks and opportunities. In January 2024, Smurfit Kappa announced its early adoption of the Taskforce for Nature-related Financial Disclosures (“TNFD”). This will add to the existing biodiversity and nature-related disclosures already made by Smurfit Kappa and which include nature-related targets that are included in management incentives and also in the Revolving Credit Facility.

Sustainability performance

In 2021, Smurfit Kappa announced a set of ambitious new targets as part of its Better Planet 2050 initiative, which focus on the strategic areas of climate change, forest, water, waste, and people. Smurfit Kappa’s targets are designed to align with the United Nations 2030 Sustainable Development Goals.

Smurfit Kappa’s Better Planet targets are set forth in the table below, together with the progress achieved to date.

​	​	​	​	​	Achievement
Pillar	Measure	Target	Target Date		End of year 2021		End of year 2022		End of year 2023
Climate Change	CO2 Emissions	55%(1)	​	2030	​	41.3%	​	43.9%	​	43.7%
Forest	Chain of custody	95%(2)	​	2025	​	93.45%	​	94.3%	​	95.5%
Water	COD reduction	60%(3)	​	2025	​	38.5%	​	36.9%	​	35.7%
Waste	Waste to landfill	30%(4)	​	2025	​	29.2%	​	24%	​	35.8%
People	Group TRIR	5% reduction(5)	Annual		​	1.7%	​	13.6%	​	(3.9)%

Notes:

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(1)

Represents the targeted reduction in Scope 1 and 2 fossil fuel based CO2 emissions per produced tonne of paper in Smurfit Kappa’s mill system, compared with 2005 levels.

(2)

Represents packaging solutions sold as chain of custody certified to customers (i.e., as FSC®, PEFC or SFI® certified).

(3)

Represents the targeted reduction in the Chemical Oxygen Demand content of water returned to the environment per produced tonne of paper in Smurfit Kappa’s mill system, compared with 2005 levels.

(4)

Represents the targeted decrease in waste sent to landfill per produced tonne of paper in Smurfit Kappa’s mill system, compared with 2013 levels.

(5)

Represents the targeted annual reduction in Smurfit Kappa’s total recordable injury rate, which is calculated as the total number of recordable injury cases (i.e., lost time accidents, restricted workdays case and medical treatment cases) per 100,000 hours worked by Smurfit Kappa employees.

Governance

The consideration of sustainability, including climate change, is continuously developing as the focus on climate change increases. Given the nature of Smurfit Kappa’s business and its strong sustainability credentials, this has been a consideration of the Smurfit Kappa Board for many years. More recently, this has evolved further with specific consideration given to climate change. In recognition of the importance of sustainability in general and climate change in particular, the Smurfit Kappa Board formed a dedicated Sustainability Committee in 2019, which has responsibility for providing strategic guidance and support to management in the implementation of Smurfit Kappa’s sustainability strategy. The Sustainability Committee updates the Smurfit Kappa Board at each meeting on the matters considered on their agenda, including climate change.

The development and implementation of Smurfit Kappa’s sustainability strategy, objectives and policies are managed by Smurfit Kappa’s Group Executive Committee, led by the Group Chief Executive Officer. A large part of the Executive Committee who have responsibilities directly connected to sustainability matters are also members of Smurfit Kappa’s Executive Sustainability Committee. The Executive Sustainability Committee, led by the Group Chief Sustainability Officer, ensures the delivery of the sustainability strategy of Smurfit Kappa throughout the business.

Competition

Smurfit Kappa is subject to national and supranational regulations concerning competition.

From a competition compliance perspective, Smurfit Kappa operates a competition law compliance program which requires its managers and market-facing employees to formally confirm adherence to competition law on an annual basis and to complete relevant training.

Health, Safety & Wellbeing

Health and safety is a core value of Smurfit Kappa’s business and it adheres to a health and safety policy which aims to promote the highest standards for the safe operation of its facilities and the health and wellbeing of employees and third parties. In order to ensure and monitor compliance with its health and safety policy, Smurfit Kappa:

•

measures its health and safety performance;

•

assesses its processes in order to reduce risks and to seek continual improvement in health and safety practice and performance;

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maintains management systems that help protect employees, visitors, contractors and the public from injury or ill health; and

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takes steps to develop a company-wide positive safety culture.

Smurfit Kappa operates a global health and safety system, Intelex, which enables it to apply strong reporting governance for health and safety from the site level up. Sites have a clear overview of their incident management, near misses, health and safety audit status and outstanding actions, which in turn leads to a

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better and more efficient follow-up and closure of these safety audits and actions. Additionally, there are enhanced possibilities of incident reporting and dashboard functionalities, which allows the business to better track and analyse the incidents, near misses and safety conversations, and in turn provides a good analytical tool for safety improvement planning.

Legal Proceedings

Except as set out below, there are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Smurfit Kappa is aware), during the previous 12 months which may have, or have had in the recent past, significant effects on Smurfit Kappa and/or Smurfit Kappa’s financial position or profitability.

International Arbitration Against Venezuela

Smurfit Kappa announced in 2018 that due to the Government of Venezuela’s measures, Smurfit Kappa no longer exercised control over the business of Smurfit Kappa Carton de Venezuela. Smurfit Kappa’s Venezuelan operations were therefore deconsolidated in the third quarter of 2018. Later that year, Smurfit Kappa’s wholly owned subsidiary, Smurfit Holdings BV, filed an international arbitration claim against the Bolivarian Republic of Venezuela before the World Bank’s International Centre for Settlement of Investment Disputes seeking compensation for Venezuela’s unlawful seizure of its Venezuelan business as well as for other arbitrary, inconsistent and disproportionate State measures that destroyed the value of its investments in Venezuela. Following the exchange of written submissions, an oral hearing was held in September 2022 in Paris. Post-hearing briefs were submitted in December 2022 and February 2023.

Upon the completion of its deliberations, the arbitral tribunal will issue its decision.

Italian Competition Authority Investigation

In August 2019, the AGCM notified approximately 30 companies, of which Smurfit Kappa Italia was one, that an investigation had found the companies to have engaged in anti-competitive practices, in relation to which the AGCM levied a fine of approximately $138 million on Smurfit Kappa Italia, which was paid in 2021.

In October 2019, Smurfit Kappa Italia appealed the AGCM’s decision to the First Administrative Court of Appeal (TAR Lazio), however Smurfit Kappa Italia was later notified that this appeal had been unsuccessful. In September 2021, Smurfit Kappa Italia filed a further appeal to the Council of State which published its ruling in February 2023. While some grounds of appeal were dismissed, the Council of State upheld Smurfit Kappa Italia’s arguments regarding the quantification of the fine.

As a result, the AGCM was directed to recalculate Smurfit Kappa Italia’s fine. On March 7, 2024, the AGCM notified Smurfit Kappa Italia that its fine had been reduced by approximately $18.3 million. Smurfit Kappa Italia may appeal this decision.

Separate to these proceedings regarding the fine, in May 2023, Smurfit Kappa Italia filed an application with the Council of State for revocation of the February 2023 ruling to the extent that it failed to consider certain pleas that had been raised by Smurfit Kappa Italia on appeal. If successful, the revocation will imply that the Council of State will have to (re-)assess those pleas, which in turn could determine the partial annulment of the August 2019 ACGM decision, although this would not impact the size of the fine levied on Smurfit Kappa Italia. A decision is currently expected by the end of 2024.

After publication of the AGCM’s August 2019 decision, a number of purchasers of corrugated sheets and boxes initiated litigation proceedings against Smurfit Kappa companies, alleging that they were harmed by the alleged anti-competitive practices and seeking damages. These actions are still in early stages and Smurfit Kappa cannot predict its potential liability or their outcomes with certainty at this point in time. However, Smurfit Kappa believes that they are without merit. In addition, other parties have threatened litigation against Smurfit Kappa seeking damages (either specified or unspecified). It cannot be anticipated whether these threatened actions will become actual litigation proceedings, nor whether any amounts claimed will be the same as those that have been threatened. However Smurfit Kappa believes that these threatened actions are without merit.

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Employees

The following table sets out the average numbers of Smurfit Kappa’s employees (full time equivalents) for the periods indicated, by geographical area.

​	As at December 31
​	2023		2022		2021
Europe	​	29,915	​	30,792	​	30,405
The America	​	17,067	​	17,832	​	17,348
Total(1)	​	46,982	​	48,624	​	47,753

Note:

(1)

Including an average of 5,144, 6,085 and 6,299 temporary employees and contractors in the years ended December 31, 2023, 2022 and 2021, respectively.

During the three years ended December 31, 2023, Smurfit Kappa experienced a limited number of labour strikes in certain of its countries of operations. All of these strikes were limited in duration and none had a material impact on Smurfit Kappa’s operations or results.

Smurfit Kappa has collective bargaining agreements with labor unions in various jurisdictions in which it operates, which expire and are renegotiated at various dates. There are different labor unions represented across Smurfit Kappa’s sites and the majority of Smurfit Kappa’s employees are covered by a collective labor agreement as a result of either local or national negotiations in the countries concerned. In many countries, Smurfit Kappa conducts formal employee consultations with local work councils on transnational matters. The European Works Council was created to assist in the development of an open two-way communication process on matters related to the business and the work environment.

Smurfit Kappa operates both defined benefit and defined contribution pension plans throughout its operations in accordance with local requirements and practices. These plans have broadly similar regulatory frameworks. The major plans are of the defined benefit type and are funded by payments to separately administered funds. In these defined benefit plans, the level of benefits available to members depends on length of service and their average salary over their period of employment or their final salary in the final years leading up to retirement or leaving. While the majority of the defined benefit plans are funded, in certain countries, such as Germany, Austria and France, plan liabilities are for the most part unfunded and recognized as liabilities in the consolidated balance sheet. In these countries, a full actuarial valuation of the unfunded liabilities is undertaken by independent actuaries on an annual basis.

As at December 31, 2023, Smurfit Kappa had a net pension liability of $539 million.

For more information on Smurfit Kappa’s pension plans, see Note 18 of the audited Consolidated Financial Statements as of December 31, 2023 and for each of the two years in the period ended December 31, 2023 included elsewhere in this proxy statement/prospectus.

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BUSINESS OVERVIEW OF SMURFIT WESTROCK

Overview

Smurfit WestRock will create a global leader in sustainable packaging with extensive scale, quality, product and geographic diversity. It aims to create the ‘go-to’ packaging partner of choice, bringing together Smurfit Kappa and WestRock’s highly complementary portfolios and sets of capabilities benefitting customers, employees and shareholders.

Smurfit WestRock will have extensive geographic reach and scale with operations in attractive product segments and growing markets. Smurfit WestRock will combine Smurfit Kappa, one of the leading integrated corrugated packaging manufacturers in Europe, with a large-scale pan-regional presence in Latin America, with WestRock, one of the leaders in North America in corrugated and consumer packaging solutions, and a multinational provider of sustainable fiber-based paper and packaging solutions, which supports customers around the world from operating and business locations in North America, South America, Europe, Asia and Australia.

Smurfit WestRock believes that the Combination will provide immediate and long-term value creation for both former Smurfit Kappa Shareholders and former WestRock Stockholders.

Background

Smurfit WestRock was incorporated and registered in Ireland on July 6, 2017 under the Irish Companies Act as a private company limited by shares with registered number 607515, with the name “Cepheidway Limited.” On September 12, 2023, Smurfit Kappa and WestRock announced entry into the Transaction Agreement. On December 11, 2023, Smurfit WestRock changed its name to “Smurfit WestRock Limited.” It is anticipated that, prior to Completion, Smurfit WestRock will re-register as an Irish public limited company pursuant to Part 20 of the Irish Companies Act and be renamed “Smurfit WestRock plc.” Upon Completion, Smurfit Kappa and WestRock will each become wholly owned subsidiaries of Smurfit WestRock and Smurfit WestRock will continue as the new holding company of the Combined Group of Smurfit Kappa and WestRock. Following the Combination, former Smurfit Kappa Shareholders and WestRock Stockholders will be holders of Smurfit WestRock Shares. Smurfit WestRock will have had no historical operations nor traded or carried out any business of its own since its incorporation until just prior to consummation of the Combination.

Following Completion, Smurfit WestRock will have a dual listing on the NYSE and the standard listing segment of the Official List of the FCA, and Smurfit WestRock Shares will be admitted to trading on the NYSE and the LSE’s main market for listed securities.

It should also be noted that, subject to the FCA’s Draft New UK Listing Rules being implemented by the FCA in their current form and taking effect at the relevant time following Completion, Smurfit WestRock expects to be transferred to the new Equity Shares (International Commercial Companies Secondary Listing) category thereunder, with rules substantially similar to the rules currently applicable to companies listed on the standard listing segment of the Official List of the FCA under the FCA’s existing Listing Rules. As at the date of this proxy statement/prospectus, however, the scope and application of the proposed Draft New UK Listing Rules are not yet final and could therefore be subject to change.

Geographical Footprint

Smurfit WestRock believes it will have a balanced and extensive geographic reach across 40 countries, which will be organized around three regional structures:

•

Smurfit WestRock North America (including Mexico);

•

Smurfit WestRock Europe, Middle East and Africa (MEA) & Asia-Pacific (APAC); and

•

Smurfit WestRock Latin America (LATAM).

Following Completion, Smurfit WestRock will be the parent company of the Combined Group. At Completion, the Combined Group will continue to maintain a critical presence in key locations from which Smurfit Kappa and WestRock currently operate.

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Smurfit WestRock’s global corporate headquarters will be located in Dublin, Ireland, at the current site of the Smurfit Kappa headquarters. Smurfit WestRock’s North and South American operations will be headquartered at facilities in Atlanta, Georgia, U.S.

At Completion, Smurfit WestRock will employ approximately 100,000 people and will have operations in 40 countries. Its manufacturing facilities will be located throughout North and South America, in Europe, and with some operations in Asia, Africa and Australia.

Business Overview

Smurfit WestRock will be a comprehensive provider of sustainable packaging solutions and aims to create the “go-to” packaging partner of choice for global, regional, national and local customers. The combined scalable operating platforms of Smurfit Kappa and WestRock create a number of advantages for Smurfit WestRock, which it believes will have:

•

extensive geographic reach and an increased global footprint in attractive product segments and growing markets;

•

highly complementary portfolios with increased product diversity to service customers with primary and secondary packaging;

•

greater scale to serve customers;

•

quality assets optimized through active capacity management;

•

significant cash flow and capital allocation flexibility;

•

leadership in innovation and sustainability;

•

a continued commitment to sustainable packaging solutions; and

•

greater depth of experienced and proven talent across the globe.

Leadership Positions and Scale in All Key Regions

Smurfit WestRock believes it will have a comprehensive and highly integrated global packaging footprint, balanced across key geographies with an increased scale. This will support a stronger and more differentiated value proposition for global, national and local customers.

Smurfit WestRock will own and operate mills and plants, which produce a number of grades of containerboard that is converted into corrugated containers or is sold to third parties. It will also produce paperboard that is converted into folding carton and consumer packaging or is sold to third parties. Smurfit WestRock will also produce other types of paper, such as sack paper, graphic paper, solidboard, graphicboard and other packaging products such as bag-in-box.

Business Strategy

The business strategy of Smurfit WestRock will be a combination of the key strategic priorities of both Smurfit Kappa and WestRock, and will concentrate on the successful integration of the two businesses.

Smurfit WestRock Vision

Smurfit WestRock’s vision is to be a globally admired business, dynamically and sustainably delivering secure and superior returns for all stakeholders, comprising shareholders, employees, customers, local communities and suppliers.

•

Globally Admired Business.   Smurfit WestRock will focus on operating a globally admired business, underpinned by the following values: (1) safety at work, loyalty, integrity and respect; (2) being an employer of choice; (3) providing a demonstrably differentiated offering to its customers; (4) being a leader in sustainability in the industry; and (5) being valued in excess of its peers.

•

Dynamically and Sustainably Delivering.   With a performance-led culture and a diverse workforce that is both driven and engaged, Smurfit WestRock will seek to seize internal and external growth

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opportunities by engaging in disciplined and focused capital allocation in order to present a highly differentiated and sustainable offering to customers.

•

Secure and Superior Returns.   In seeking secure and superior returns for its stakeholders, Smurfit WestRock will focus on strong cash generation, balance sheet strength with significant financial flexibility and low-cost operations, and an optimum level of vertical integration to mitigate cyclical risk while maximizing the performance of its assets. Smurfit WestRock will have a team of dedicated and engaged employees continually innovating across its product range.

Smurfit WestRock’s vision will guide its strategic objective of maintaining and deepening long-term customer relationships by seeking to provide customers with the most innovative and differentiated sustainable packaging solutions that enhance customers’ prospects of success in their end markets.

To achieve this objective, Smurfit WestRock has identified three key areas of focus:

•

Converting:   Capitalize on differentiation to drive growth. This differentiation will encompass the paper-based packaging offerings of the Combined Group of corrugated and consumer packaging, mainly across Europe and the Americas, along with other specialist product offerings such as bag-in-box and paper sacks. The offerings will be supported by the innovation initiatives undertaken by the Combined Group.

•

Paper:   Continue the optimization of the Combined Group’s paper system to service the growth of the downstream converting businesses, taking into account the dynamics of the marketplace. This will be a particular focus in light of the enlarged paper system that will be created through the Combination.

•

Integration:   Bring together the best of Smurfit Kappa and WestRock into a culturally aligned, customer-focused and motivated organization.

Based on these focus areas, Smurfit WestRock has developed the following six strategic priorities for itself, each of which is explained in further detail below:

1.

Integrating Smurfit Kappa and WestRock’s businesses, administration and cultures, and achieving synergies arising from the Combination;

2.

Expanding market positions through focused growth, including in particular driving the sustainability agenda;

3.

Continuing Smurfit Kappa’s and WestRock’s focus on customer engagement and innovation to become the supplier/partner of choice for its customers;

4.

Enhancing operational excellence through the continuous upgrade of customer offerings and service;

5.

Recruiting, retaining, developing and motivating the best people; and

6.

Efficiently allocating capital.

1.

Successful integration

Within the constraints of continuing to operate as two separate companies, Smurfit Kappa and WestRock have set up an Integration Management Office (the “IMO”) to plan the actions necessary to bring the best of the two companies together following Completion. Areas of focus in the integration will include:

•

Maximizing the benefit from the complementary geographic profile of Smurfit Kappa and WestRock;

•

Optimizing the complementary product offerings of Smurfit Kappa and WestRock, in particular corrugated and consumer packaging;

•

Optimizing the vertical relationships between the paper and the converting operations of the combined Group;

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•

Optimizing the operating model of the combined Group;

•

Integrating the administration of Smurfit WestRock; and

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Aligning the cultures of Smurfit Kappa and WestRock.

2.

Market position:   Expand market positions in Europe and the Americas through selective focused growth

Smurfit WestRock will have a focused growth strategy in each of its end markets, involving organic growth derived from innovative solutions in areas such as Better Planet Packaging (Smurfit WestRock’s sustainable packaging initiative) as well as e-commerce, and the pursuit of accretive acquisitions, especially in higher growth markets.

Smurfit WestRock will establish a strategy of:

•

organic growth by identifying growth trends and keeping close to customers and their respective customers to understand their requirements, through its Innovation and Experience centers and its dedication to customer service; and

•

acquisition by identifying targets, building relationships, acquiring and effectively integrating paper-based packaging assets and businesses. Smurfit WestRock intends to continuously evaluate opportunities to acquire businesses that would complement its existing product offerings and/or geographic footprint or its integrated production model. Smurfit WestRock plans to continue to apply a rigorous evaluation methodology to potential acquisitions and to pursue acquisitions which meet its standards.

Smurfit WestRock’s business strategy will involve the continuation of these actions while seeking to capitalize on the opportunities presented by the broader geographic footprint and product portfolio that will emerge through the Combination.

North America

Smurfit WestRock will strive to be a leader in each of the businesses in which it operates in North America (which will also include Mexico) and to provide sustainable packaging solutions for customers across a wide range of products, services and geographies, and partner with its customers to develop solutions that meet the growing regulatory and end consumer demands for increased sustainability. This region will encompass the United States, Mexico and Canada. In order to achieve this objective, Smurfit WestRock will seek to provide customers with complementary solutions through both its corrugated and consumer packaging operations, invest in innovation and invest in growing its footprint.

Europe, MEA and APAC

Smurfit WestRock will strive to be a leader in each of the businesses and markets in which it will operate, in particular, in Europe, and to provide sustainable packaging solutions for customers across a wide range of products, services and geographies. This region will encompass operations in Europe and Africa, as well as Asia-Pacific and India. In order to achieve this objective, Smurfit WestRock will seek to provide customers with complementary solutions through both its corrugated and consumer packaging businesses, invest in innovation, invest in growing its footprint in existing and new geographies, and partner with its customers to develop solutions that meet the growing regulatory and end consumer demands for increased sustainability.

Smurfit WestRock expects demand in western Europe to grow, and Smurfit WestRock intends to pursue profitable growth in this market primarily through selective capital investment and where possible, complementary acquisitions.

Smurfit WestRock will have integrated box plants in three eastern European countries and three southeastern European countries (with sheet plants in two other countries). It will also have consumer packaging facilities in the Czech Republic, Poland and Hungary. Smurfit WestRock intends to expand its presence in eastern and southeastern Europe by selectively investing in the countries that present the greatest opportunities and growth patterns consistent with Smurfit WestRock’s customer-focused strategy. Smurfit

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WestRock’s medium-term objective is to achieve a leading position in these and other eastern and southeastern European countries in corrugated and consumer packaging through acquisitions or investment in new facilities.

Latin America

Smurfit WestRock intends to continue to expand its operations in Latin America. This region will encompass Central America and the Caribbean, Argentina, Brazil, Chile, Colombia, Ecuador and Peru. Smurfit WestRock’s scale and pan-regional presence will provide it with a strong platform to support organic growth in the countries in which it will operate immediately after the Combination, partnering with its customers to develop solutions that meet the growing regulatory and end consumer demands for increased sustainability. Smurfit WestRock will also pursue an acquisition strategy for entry into new geographies.

3.

Partner of choice:   Become the supplier/partner of choice

Smurfit WestRock’s customer-led strategy will focus on providing its customers with differentiated sustainable packaging solutions in corrugated and consumer packaging that increase their sales, reduce their costs or risk in their supply chain, resulting in the maintenance and deepening of long-term customer relationships that generate sales and profitability for Smurfit WestRock. In its corrugated operations, examples of these products are boxes that involve high-quality pre- or post-print, litho-lamination and displays. In its consumer and corrugated packaging operations, examples of these products are those that reduce the use of plastic for packaging. Smurfit WestRock will also have bag-in-box solutions, paper sack offerings, honeycomb products and kraft paper products, amongst others. Smurfit WestRock will work closely with its customers, particularly those in the retail industry, to jointly develop innovative packaging products.

Smurfit WestRock intends to become the supplier/partner of choice for its customers by:

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deepening the understanding of its customers’ worlds and developing proactive initiatives to improve their offerings;

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constantly innovating and improving its sustainable products, service, quality and delivery in order to develop and/or maintain preferred supplier status; and

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pursuing superior performance measured against clearly defined metrics in all aspects of the business and at all levels of the organization.

4.

Operational Excellence:   Enhance operational excellence through the continuous upgrade of customer offerings and service

Smurfit WestRock strategy will focus on achieving operational excellence across the value chain, from forests or recycling depots to the customers’ end markets, by relentlessly pursuing the continuous upgrade of its customers’ offerings. Smurfit WestRock will seek to facilitate this by:

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improving the output from Smurfit WestRock’s strong asset base through judicious capital investment, continuous improvement programs, transfer of best practice, industrial engineering and other initiatives;

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increasing the proportion of differentiated ideas, sustainability initiatives, products and services through the use of Smurfit WestRock’s development and technology centers, sustainability credentials and innovation tools; and

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ensuring that the driving forces behind all operations are customer satisfaction and excellence.

5.

Investment in People:   Recruit, retain, develop and motivate the best people

Smurfit WestRock believes that people will be at the heart of its success and aims to maintain a strategy to attract, recruit, retain, develop and motivate its people through:

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high-quality graduate and other recruitment initiatives, progressive goal setting and performance appraisal programs;

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focused job training and coaching;

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•

cross-divisional in-house development programs; and

•

selective executive development programs.

6.

Capital Allocation:   Maintain a disciplined approach to capital allocation and maintain focus on cash generation

Smurfit WestRock will focus on cash flow considerations and intends to allocate capital and cash generated according to established principles through:

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maintaining a strong investment-grade credit rating;

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capital spending to facilitate organic growth, optimize its asset base and enhance operating efficiency;

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acquiring strategically attractive and accretive assets; and

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returning capital to shareholders.

Legal Proceedings

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Smurfit WestRock is aware), during the previous 12 months which may have, or have had in the recent past, significant effects on Smurfit WestRock and/or Smurfit WestRock’s financial position or profitability.

Certain Relationships and Related Party Transactions

Since the beginning of Smurfit WestRock’s last fiscal year through the date of this proxy statement/​prospectus, there have been no related party transactions to which Smurfit WestRock is a party.

Related Party Transaction Policy

Prior to Completion, Smurfit WestRock will adopt a written related party transaction policy, which will be available on Smurfit WestRock’s website. Pursuant to the related party transaction policy, Smurfit WestRock’s executive officers, directors, director nominees, holders of more than five percent of any class of our voting securities, and any member of the immediate family of the foregoing persons, will not be permitted to enter into a related party transaction with Smurfit WestRock without the prior approval of the audit committee of the Smurfit WestRock Board, or other independent members of the Smurfit WestRock Board in the event it is inappropriate for the Smurfit WestRock audit committee to review such transaction due to a conflict of interest. Any request for Smurfit WestRock to enter into a transaction with an executive officer, director, director nominee, principal stockholder, or any of their immediate family members, in which the amount involved exceeds $120,000 must first be presented to the Smurfit WestRock audit committee for review, consideration and approval. In approving or rejecting any such proposal, the Smurfit WestRock audit committee will consider the relevant facts and circumstances available and deemed relevant to the Smurfit WestRock audit committee, including, but not limited to, whether the transaction will be on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related-party’s interest in the transaction. Approval may be a standing approval for the same types of transactions where it is warranted.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SMURFIT KAPPA

The following discussion and analysis of Smurfit Kappa’s financial condition and results of operations should be read in conjunction with Smurfit Kappa’s audited Consolidated Financial Statements and their related notes included elsewhere in this proxy statement/prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Smurfit WestRock’s future results could differ materially from the results of Smurfit Kappa discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section of this proxy statement/​prospectus entitled “Risk Factors — Risks Relating to Smurfit Kappa’s Business” included elsewhere in this proxy statement/prospectus.

Unless otherwise specified or the context otherwise requires, all references to “Smurfit Kappa” refer to Smurfit Kappa Group plc and its subsidiaries.

Overview

Smurfit Kappa is one of the world’s largest integrated manufacturers of paper-based packaging products in terms of volumes and sales, with operations in Europe, Latin America, North America and Africa. Smurfit Kappa owns and operates mills and plants which primarily produce a number of grades of containerboard that it converts into corrugated containers or sells to third parties. Smurfit Kappa also produces other types of paper, such as consumer packaging board, sack paper, graphic paper, solidboard and graphic board, and other paper-based packaging products, such as consumer packaging, solidboard packaging, paper sacks and other packaging products such as bag-in-box.

Smurfit Kappa’s net sales are primarily derived from the sale of corrugated containers, and, to a lesser extent, other paper-based packaging products. Packaging accounted for 87.3%, 83.8% and 84.7% of Smurfit Kappa’s total net sales in the fiscal years ended December 31, 2023, 2022 and 2021, respectively. Third party containerboard and other paper products accounted for the remainder of Smurfit Kappa’s total net sales during the same periods.

Smurfit Kappa’s business is organized and presented in two operating and reportable segments: Europe and the Americas.

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Europe:   The Europe segment includes operations in 22 European countries. Also, Smurfit Kappa’s recently commissioned corrugated plant in Morocco is managed by the Europe segment along with operations producing bag-in-box in Argentina, Canada, Mexico and the United States. The Europe segment accounted for 75.9%, 77.2% and 77.8% of Smurfit Kappa’s total net sales in the fiscal years ended December 31, 2023, 2022 and 2021, respectively.

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Americas:   The Americas segment covers Smurfit Kappa’s operations in the United States and 11 countries in Latin America. The Americas segment accounted for 24.1%, 22.8% and 22.2% of Smurfit Kappa’s total net sales in the fiscal years ended December 31, 2023, 2022 and 2021, respectively.

Smurfit Kappa’s Europe segment operates as a highly vertically integrated business. It includes a system of mills and plants that primarily produces a full line of containerboard that is converted into corrugated containers. The Europe segment also produces other types of paper, such as solidboard, sack kraft paper, machine glazed and graphic paper; and other paper-based packaging, such as honeycomb, solidboard packaging and folding cartons, and bag-in-box operations. The Americas segment comprises forestry, paper, corrugated and folding carton activities in a number of Latin American countries and the United States. Smurfit Kappa’s operations in the Americas are highly integrated. Its recycling and wood procurement or forestry operations provide raw materials to its mills, which provide products to its converting plants, and its corrugated board plants are integrated with its sheet plants. Similarly, Smurfit Kappa’s recycled boxboard mills in the Americas are integrated with its folding carton operations. In addition, Smurfit Kappa’s production of sack paper in the Americas is integrated with its paper sack operations.

In the three fiscal years ended December 31, 2023, 2022 and 2021, Smurfit Kappa faced numerous challenges that impacted its industry generally, including sharply increasing input costs, logistics and supply chain constraints, COVID-19 disruptions and the impact of the war in Ukraine. These and other factors

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impacted both the supply and demand for Smurfit Kappa’s products. Smurfit Kappa’s integrated model, geographic diversity and continued focus on efficiency through investment, as well as its bespoke business applications, have helped it to partially offset these challenges, together with, in 2021 and 2022, paper and corrugated price recovery, and in 2023, resilient corrugated pricing. While the global geopolitical and macroeconomic environments continue to present significant uncertainties, and have contributed to a declining volume environment since the middle of 2022, Smurfit Kappa is confident about its future prospects and continues to see many opportunities for growth, including through its continuous focus on expansion, customer-led innovation and the promotion of its products’ sustainable advantages to advance new growth opportunities.

Recent Developments

On April 3, 2024, Smurfit Kappa Treasury completed an offering in the aggregate principal amount of $2.75 billion of senior unsecured notes in three series, comprised of the following: $750 million aggregate principal amount of 5.200% Senior Notes due 2030; $1.0 billion aggregate principal amount of 5.438% Senior Notes due 2034 and $1.0 billion aggregate principal amount of 5.777% Senior Notes due 2054. If Completion does not occur, the Notes will be subject to a Special Mandatory Redemption. Absent any Special Mandatory Redemption, Smurfit Kappa Treasury intends to (a) use the proceeds from the Offering to (i) finance the payment of the Cash Consideration, (ii) finance the payment of fees, commissions, costs and expenses in relation to the Combination and the Offering and (iii) for general corporate purposes, including the repayment of indebtedness and (b) use an amount equivalent to the proceeds of the Offering to finance or refinance a portfolio of Eligible Green Projects in accordance with Smurfit Kappa’s Green Finance Framework, which Smurfit Kappa may, in the future, update in line with developments in the market. The material terms of the Notes are described in more detail under the section to this proxy statement/​prospectus entitled “Debt Financing — Smurfit Kappa Treasury Notes.”

Executive Summary

Smurfit Kappa’s net sales decreased by $1,416 million, or 10.5%, to $12,093 million in the fiscal year ended December 31, 2023, from $13,509 million in the fiscal year ended December 31, 2022. This decrease was primarily due to lower volumes in both Europe and the Americas, as well as a lower selling price/mix in Europe. Net sales increased by $1,576 million, or 13.2%, to $13,509 million in the fiscal year ended December 31, 2022, from $11,933 million in the fiscal year ended December 31, 2021. This increase was primarily due to higher selling price/mix in both Europe and the Americas.

Net income attributable to common stockholders decreased by $209 million, or 20.2%, to $825 million in the fiscal year ended December 31, 2023, from $1,034 million in the fiscal year ended December 31, 2022. This decrease was primarily due to a decrease in net sales and additional transaction-related expenses associated with the proposed Combination, which was partially offset by a decrease in costs of goods sold driven by lower raw material and energy costs and a decrease in impairment charges. Net income attributable to common stockholders increased by $232 million, or 28.9%, to $1,034 million in the fiscal year ended December 31, 2022, from $802 million in the fiscal year ended December 31, 2021. This increase was primarily due to an increase in net sales, which was partially offset by increases in costs of goods sold driven by higher gas, electricity, raw material and shipping and handling costs, increases in selling, general and administrative costs and the recognition of impairment charges on other assets. A detailed review of Smurfit Kappa’s performance appears below under the paragraph entitled “Results of Operations.”

Smurfit Kappa generated $1,559 million of net cash provided by operating activities in the fiscal year ended December 31, 2023, compared to $1,433 million in the fiscal year ended December 31, 2022. This increase was primarily due to an increase in cash from working capital, partially offset by a decrease in net income adjusted for non-cash items, including depreciation, depletion and amortization, impairment charges for goodwill and other assets, share-based compensation expense, deferred tax (benefit) expense, and pension and other post-retirement funding (more) less than cost (income) resulting in a decrease in cash flows from operating activities of $350 million in aggregate. The working capital inflow in the fiscal year ended December 31, 2023 was $205 million, compared to a working capital outflow of $333 million in the fiscal year ended December 31, 2022. The inflow in the fiscal year ended December 31, 2023 was primarily due to a decrease in accounts receivable, inventories and accounts payable, reflecting a combination of lower box

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prices, lower paper prices and lower raw material and energy costs. Smurfit Kappa generated $1,433 million of net cash provided by operating activities in the fiscal year ended December 31, 2022, compared to $1,082 million in the fiscal year ended December 31, 2021, primarily due to an increase in net income adjusted for non-cash items, including depreciation, depletion and amortization, impairment charges for goodwill and other assets, share-based compensation expense, deferred tax (benefit) expense, and pension and other post-retirement funding (more) less than cost (income) resulting in an increase in cash flows from operating activities of $393 million in aggregate. The working capital outflow in the fiscal year ended December 31, 2022 was $333 million compared to $213 million in the fiscal year ended December 31, 2021. The outflow in the fiscal year ended December 31, 2022 was primarily due to an increase in accounts receivable and inventories, reflecting the combination of higher box prices, higher paper prices and considerably higher energy costs along with higher other raw material and recovered fiber costs. See the paragraph entitled “Liquidity and Capital Resources” below for additional information.

Significant Factors and Trends Affecting Smurfit Kappa’s Results

Smurfit Kappa’s operations have been, and will continue to be, affected by many factors, some of which are beyond its control. Smurfit Kappa’s net sales are primarily derived from the sale of corrugated containers, and, to a lesser extent, other paper-based packaging. As such, Smurfit Kappa’s net sales during any period are largely a function of the volumes and prices of the corrugated containers Smurfit Kappa sells during that period.

Volumes

In general demand for corrugated containers is closely correlated to general economic growth and activity and directionally correlated with levels of industrial production, and is impacted by the trends affecting the choice of medium (paper, plastic, wood) used in the packaging of these products. Further demand is driven by the need for (i) packaging products for consumer and industrial goods, and (ii) higher value-added corrugated products used for point of sale displays and consumer and shelf-ready packaging.

Demand is also affected by other macroeconomic trends, including inflation, pandemics (including the COVID-19 pandemic and related lockdowns), and global economic and geopolitical developments, among others. For instance, the war in Ukraine and the subsequent inflation, combined with a drop in consumer sentiment and an element of customer destocking to conserve cash flows, had a significant impact on Smurfit Kappa’s box volumes in its Europe segment during the fiscal year ended December 31, 2022, which reduced by 2.0% (excluding the impact of acquisitions) compared to the fiscal year ended December 31, 2021. The demand environment for the industry continued to be challenging during 2023, primarily due to destocking and a lack of economic activity in certain sectors, particularly durable goods. While Smurfit Kappa’s box volumes were down by 3.5% (excluding the impact of acquisitions and disposals) in the fiscal year ended December 31, 2023 compared to the prior fiscal year, Smurfit Kappa saw a progressive improvement in demand during the year, with a return to growth in the fourth quarter of the year. Looking forward, Smurfit Kappa believes that there will be an end to the destocking and potentially a modest return to growth in 2024, although no assurance can be given in this respect.

Consumer patterns also play a significant role in demand for corrugated packaging. Recent years have seen an acceleration in changing consumer patterns, particularly around e-commerce penetration and heightened awareness of unsustainable packaging solutions. These trends have been positive to date for paper-based packaging, which is made from a renewable resource (wood), is recyclable and, at the end of its life, is fully biodegradable.

Prices

Prices of corrugated containers are primarily a function of the cyclical nature of Smurfit Kappa’s industry, capacity and competition in the markets it operates in, prevailing raw material prices and other operating costs, such as energy, chemicals and transportation, overlaying supply and demand balances. As containerboard costs generally tend to represent over 50% of the cash cost of production for corrugated containers, containerboard price movements tend to impact the prices of corrugated containers.

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During the three-year period ended December 31, 2023, pricing for corrugated boxes in both Europe and the Americas have gone through a cycle of increases through 2021 and early 2022, and then decreases later in 2022 and through 2023. The increases were driven primarily by the increase in demand for corrugated containers due to COVID-19 restrictions during the height of the global pandemic, which drove increased online demand for goods, causing a temporary shortage of containerboard and a sharp increase in prices. In 2022, a combination of reduction in demand due to the easing of COVID-19 restrictions and increased capacity led to an oversupply of containerboard and a reduction in containerboard prices. Smurfit Kappa believes the prices have become relatively stable and future movements will be primarily dependent on supply, demand and consumer sentiment factors, although no assurance can be given in this respect.

Foreign Currency Effects

Smurfit Kappa has operations in a number of countries, across Europe, North and Latin America. As such, currency movements can have a number of direct and indirect impacts on its financial statements which are presented in U.S. dollars. A significant direct impact is the translation of the results of non-U.S. operations to U.S. dollars, primarily those in Europe, which amounted to 75.5%, 76.9% and 77.5% of Smurfit Kappa’s sales for the fiscal years ended December 31, 2023, 2022 and 2021, respectively. A strengthening of the U.S. dollar against the Euro will have a negative impact on the U.S. reported net sales total and a net positive impact on reported costs and expenses. Indirect impacts include the effect on demand arising from the relative strength or weakness of the U.S. dollar which is particularly important for the industry in which Smurfit Kappa operates in both Europe and Latin America, because U.S. containerboard prices tend to influence the world market. A weak U.S. dollar over a sustained period could result in lower imports into the United States of goods shipped in corrugated containers and, as a result, lower demand for Smurfit Kappa’s containers. A weak U.S. dollar could also result in additional competition in Smurfit Kappa’s European and Latin American markets from U.S. manufacturers that have an incentive to export more products due to increased demand for relatively lower priced U.S. goods.

Raw Materials and Energy Costs

Smurfit Kappa’s margins are significantly affected by the prices that it is able to charge for its products and the costs of the raw materials required to make these products, which tend to be volatile. In total, raw materials accounted for 33.8%, 38.2% and 39.1% of Smurfit Kappa’s total operating costs for the fiscal years ended December 31, 2023, 2022 and 2021, respectively. While many of Smurfit Kappa’s customer contracts contain price adjustment clauses allowing it to pass increased costs on to its customers, these clauses may not in all cases be effective to offset the increased costs. In addition, where Smurfit Kappa is able to raise prices, there is generally a three- to six-month lag between the time the raw material prices increase and the time Smurfit Kappa realizes increased pricing from its customers.

Smurfit Kappa’s production processes are energy intensive, making the cost of production also sensitive to the price of energy (mainly gas and electricity), which has historically been volatile. Total energy costs accounted for 8.8%, 11.0% and 7.3% of Smurfit Kappa’s total operating costs for the fiscal years ended December 31, 2023, 2022 and 2021, respectively.

Other Cost Drivers

Smurfit Kappa’s other primary cost drivers include employee benefit expenses (which are largely a function of the number of employees) and shipping and handling costs (which are generally impacted by fuel and general labor inflation), which accounted for 25.0%, 21.5% and 24.4% and 9.1%, 8.3% and 8.9% respectively, of Smurfit Kappa’s total operating costs for the fiscal years ended December 31, 2023, 2022 and 2021, respectively. Increasingly, Smurfit Kappa’s contracts with its customers are beginning to include clauses that link prices to movements in costs other than raw material costs.

Acquisitions and Divestitures

Smurfit Kappa continually evaluates opportunities for acquisitions to improve market positions within existing markets, support expansion in growth markets or to enter new markets. The results for the period during which an acquisition takes place are affected by the inclusion of the results of the acquired business in Smurfit Kappa’s consolidated results. In addition, the results for the acquired businesses after their

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acquisition may be impacted positively by synergies or negatively by integration costs. For more information on Smurfit Kappa’s acquisitions during the periods under review, see “Note 2. Acquisitions” of the Notes to the Consolidated Financial Statements. In addition to acquisitions, planned and actual divestitures may also have an impact on Smurfit Kappa’s results. During the fiscal year ended December 31, 2023, the sale of Smurfit Kappa’s Russian operations was completed following Smurfit Kappa’s previously announced plan to exit the Russian market in an orderly manner during the fiscal year ended December 31, 2022. For more information, see “Note 19. Disposal of Russian Operations” of the Notes to the Consolidated Financial Statements. There was no material impact on results from divestitures during the fiscal years ended December 31, 2022 and 2021.

Results of Operations

The following table summarizes Smurfit Kappa’s consolidated results for the three fiscal years ended December 31, 2023, December 31, 2022, and December 31, 2021:

​	Fiscal years ended December 31,
​	2023		2022		2021
​	($ in millions)
Net sales	​	12,093	​	13,509	​	11,933
Cost of goods sold	​	(9,039)	​	(10,237)	​	(9,255)
Gross profit	​	3,054	​	3,272	​	2,678
Selling, general and administrative expenses	​	(1,599)	​	(1,529)	​	(1,421)
Goodwill impairment	​	—	​	(12)	​	—
Impairment of other assets	​	(5)	​	(173)	​	—
Transaction-related expenses associated with the proposed Combination	​	(78)	​	—	​	—
Operating profit	​	1,372	​	1,558	​	1,257
Pension and other postretirement non-service expense, net	​	(49)	​	(8)	​	(23)
Interest expense, net	​	(139)	​	(139)	​	(165)
Other (expense) income, net	​	(46)	​	15	​	9
Income before income taxes	​	1,138	​	1,426	​	1,078
Income tax expense	​	(312)	​	(391)	​	(276)
Net income	​	826	​	1,035	​	802
Less: Net income attributable to non-controlling interests	​	(1)	​	(1)	​	—
Net income attributable to common stockholders	​	825	​	1,034	​	802

Results of operations for the year ended December 31, 2023, compared to the year ended December 31, 2022

Net Sales

Net sales decreased by $1,416 million, or 10.5%, to $12,093 million in the fiscal year ended December 31, 2023, from $13,509 million in the fiscal year ended December 31, 2022. This decrease was primarily due to a reduction of $842 million due to lower volumes, driven by a decrease in box volumes of 3.3% in Europe and 4.3% in the Americas (excluding the impact of acquisitions and disposals), as well as a lower selling price/​mix of $789 million, primarily due to lower paper and box pricing in Europe. In addition, there was a net negative impact of $142 million from acquisitions and disposals. The above decreases were partially offset by a net positive foreign currency impact of $390 million, primarily due to the weakening of the U.S. dollar against the Euro. See “Segment Information” below for more detail on Smurfit Kappa’s segment results.

Cost of Goods Sold

Cost of goods sold decreased by $1,198 million, or 11.7%, to $9,039 million in the fiscal year ended December 31, 2023, from $10,237 million in the fiscal year ended December 31, 2022. Cost of goods sold as

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a percentage of net sales was 74.7% in the fiscal year ended December 31, 2023 compared to 75.8% in the fiscal year ended December 31, 2022.

The decrease in cost of goods sold was primarily due to lower raw materials costs of $945 million, driven by a lower volume impact of $351 million due to a reduction in net sales and lower recovered fiber and other raw material costs, which decreased costs by $573 million. In addition, raw materials costs also decreased by $98 million due to the net impact of acquisitions and disposals. These decreases were partially offset by net a negative foreign currency impact of $77 million, primarily due to the weakening of the U.S. dollar against the Euro.

Energy costs decreased by $369 million, primarily driven by a decrease in costs of $317 million due to lower gas and electricity prices, as well as $78 million due to lower volumes in both Europe and the Americas. The decrease in energy costs was partially offset by a net negative foreign currency impact of $35 million, primarily due to the weakening of the U.S. dollar against the Euro.

Payroll costs increased by $82 million, due to an increase in pay and a net negative foreign currency impact, primarily due to the weakening of the U.S. dollar against the Euro. The increase in payroll costs was partly offset by a reduction in employee numbers.

Selling, General and Administrative (“SG&A”) Expenses

SG&A expenses increased by $70 million, or 4.6%, to $1,599 million in the fiscal year ended December 31, 2023, from $1,529 million in the fiscal year ended December 31, 2022. SG&A expenses as a percentage of net sales was 13.2% in the fiscal year ended December 31, 2023 and 11.3% in the fiscal year ended December 31, 2022. This increase was primarily due to an increase in payroll costs of $30 million due to an increase in pay and a net negative foreign currency impact, primarily due to the weakening of the U.S. dollar against the Euro. The increase in payroll costs was partly offset by a reduction in employee numbers. Other factors that contributed to the increase in SG&A expense included a $15 million increase in redundancy and reorganization costs in connection with Smurfit Kappa's cost take out program, a $12 million increase in IT costs primarily due to a global transformation project and a $10 million increase in travel and entertainment expenses driven by a continued return to more normalized activity following the easing of COVID-19 restrictions. These increases were partially offset by a $14 million decrease in the credit loss charge in the fiscal year ended December 31, 2023 due to a decrease in the expected loss rate driven by a reduction in the economic risk affecting Smurfit Kappa’s customers, mainly due to a reduction in energy costs and inflationary pressures.

Goodwill Impairment

There was no goodwill impairment charge in the fiscal year ended December 31, 2023. In the fiscal year ended December 31, 2022 Smurfit Kappa recorded a pre-tax, non-cash goodwill impairment in the Americas segment of $12 million to fully impair the goodwill balance in its Peru reporting unit as a result of continued difficult economic conditions.

Impairment of Other Assets

In the fiscal year ended December 31, 2023, Smurfit Kappa recorded an impairment charge of $5 million in respect of property, plant and equipment at the Alfa d’Avignon recycled containerboard mill in France, following the announcement of its closure. In the fiscal year ended December 31, 2022, Smurfit Kappa recorded an impairment charge of $14 million in the Americas segment and an impairment charge of $159 million in the Europe segment on the assets relating to its Russian operations upon their classification as assets held for sale.

Transaction-related expenses associated with the proposed Combination

In the fiscal year ended December 31, 2023, Smurfit Kappa incurred $78 million of transaction-related expenses associated with the proposed Combination, which included legal and financial advisory, accounting, and consulting costs as well as bond consent fees incurred in connection with the proposed Combination. There were no expenses associated with the proposed Combination incurred in the fiscal year ended December 31, 2022.

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Pension and Other Postretirement Non-Service Expense, Net

Pension and other postretirement non-service expense, net increased by $41 million, to $49 million in the fiscal year ended December 31, 2023, from $8 million in the fiscal year ended December 31, 2022. This increase was primarily due to an increase in interest costs of $48 million due to higher discount rates. The increase in costs was partially offset by an increase in the expected return on assets of $15 million. In addition, there was a net settlement loss of $8 million in the fiscal year ended December 31, 2023 compared to a net settlement gain of $1 million in the fiscal year ended December 31, 2022.

Interest Expense, Net

Interest expense, net was $139 million in both the fiscal years ended December 31, 2023 and December 31, 2022. Smurfit Kappa incurred incremental costs of $10 million in the fiscal year ended December 31, 2023 relating to bridge facility fees associated with the proposed Combination which was offset by a $10 million decrease in the net interest expense excluding the bridge facility fees, primarily due to additional interest income earned on Smurfit Kappa’s deposits as a result of the higher interest environment, partially offset by higher interest costs on Smurfit Kappa’s variable debt.

Other (Expense) Income, Net

Other (expense) income, net decreased by $61 million, to a net expense of $46 million in the fiscal year ended December 31, 2023, from net income of $15 million in the fiscal year ended December 31, 2022. This decrease was primarily due to a $50 million increase in loss on foreign currency transactions, mainly driven by the devaluation of the Argentine Peso, as well as a $5 million decrease in net gain on the disposal of businesses and assets in the fiscal year ended December 31, 2023.

Income Tax Expense

Income tax expense decreased by $79 million, or 20.2%, to $312 million (consisting of current tax expense of $340 million and deferred tax income of $28 million) in the fiscal year ended December 31, 2023, from $391 million (consisting of current tax expense of $350 million and deferred tax expense of $41 million) in the fiscal year ended December 31, 2022.

The net decrease of $10 million in current tax expense was primarily due to lower profitability. The net decrease of $69 million in deferred tax expense was largely due to: the effects of timing differences on which deferred tax was previously recognized; the impact of deferred tax on certain unremitted earnings where Smurfit Kappa was not availing of a permanent reinvestment assertion; and the recognition of other tax benefits and credits.

Results of Operations for the Year Ended December 31, 2022, compared to the Year Ended December 31, 2021

Net Sales

Net sales increased by $1,576 million, or 13.2%, to $13,509 million in the fiscal year ended December 31, 2022, from $11,933 million in the fiscal year ended December 31, 2021. This increase was primarily due to a higher selling price/mix in both Europe and the Americas of approximately $3.2 billion and the positive impact of $212 million from acquisitions. The increase was partially offset by a net negative foreign currency impact of approximately $1.5 billion primarily due to the strengthening of the U.S. dollar against the Euro, as well as a $337 million reduction due to lower volumes, primarily due to a decrease of approximately 2.0% in box volumes in the Europe segment (excluding the impact of acquisitions). See “Segment Information” below for more detail on Smurfit Kappa’s segment results.

Cost of Goods Sold

Cost of goods sold increased by $982 million, or 10.6%, to $10,237 million in the fiscal year ended December 31, 2022, from $9,255 million in the fiscal year ended December 31, 2021. Cost of goods sold as a percentage of net sales was 75.8% in the fiscal year ended December 31, 2022 compared to 77.6% in the fiscal year ended December 31, 2021.

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The increase in cost of goods sold was primarily due to higher energy costs of $540 million primarily driven by an increase in costs of $569 million due to higher gas and electricity prices. This increase was partially offset by a net positive foreign currency impact of $98 million, primarily due to the strengthening of the U.S. dollar against the Euro. The remaining increase in energy costs was primarily due to the impact of acquisitions.

Raw material costs increased by $396 million due to higher recovered fiber and other raw material costs, which increased costs by $865 million, partially offset by a $557 million net positive foreign currency impact, primarily due to the strengthening of the U.S. dollar against the Euro. The remaining increase reflected additional costs of $138 million due to the impact of acquisitions, partially offset by a decrease in costs of $50 million due to lower volumes.

Shipping and handling costs increased by $43 million, reflecting higher fuel prices, which increased costs by $151 million, partially offset by a net positive foreign currency impact of $120 million, primarily due to the strengthening of the U.S. dollar against the Euro.

Payroll costs decreased by $52 million, driven by a net positive foreign currency impact of $192 million primarily due to the strengthening of the U.S. dollar against the Euro, partially offset by the underlying increase in payroll costs of $140 million due to an increase in headcount along with inflationary pay increases.

Selling, General and Administrative (“SG&A”) Expenses

SG&A expenses increased by $108 million, or 7.6%, to $1,529 million in the fiscal year ended December 31, 2022, from $1,421 million in the fiscal year ended December 31, 2021. SG&A expenses as a percentage of net sales was 11.3% in the fiscal year ended December 31, 2022 and 11.9% in the fiscal year ended December 31, 2021.

The increase in SG&A expenses of $108 million included a net positive foreign currency impact of $156 million primarily due to the strengthening of the U.S. dollar against the Euro. Excluding the impact of foreign currency, SG&A expenses increased by $264 million, driven by a variety of factors, including an increase in payroll costs of $108 million due to an increase in headcount along with inflationary pay increases. Other factors included: a higher provision for legal costs of $26 million; a $19 million increase in redundancy and reorganization costs in connection with Smurfit Kappa’s cost take out program; and an $18 million increase in travel and entertainment expenses driven by the return to more normalized activity following the easing of COVID-19 restrictions. Further, Smurfit Kappa recognized a credit loss charge of $16 million in the fiscal year ended December 31, 2022, compared to a credit of $4 million in the fiscal year ended December 31, 2021. The charge in the fiscal year ended December 31, 2022 was driven by an increase in the expected loss rate due to the impact of uncertain economic risk to Smurfit Kappa’s customers arising from: the war in Ukraine; persistent inflationary pressures; increased energy costs; and the overall cost of living crisis.

Goodwill Impairment

In the fiscal year ended December 31, 2022, Smurfit Kappa recorded a pre-tax, non-cash goodwill impairment in the Americas segment of $12 million to fully impair the goodwill balance in its Peru reporting unit as a result of continued difficult economic conditions. No such impairment charge was recognized in the fiscal year ended December 31, 2021.

Impairment of Other Assets

In the fiscal year ended December 31, 2022, Smurfit Kappa recorded an impairment charge of $14 million in the Americas segment and an impairment charge of $159 million in the Europe segment on the assets relating to its Russian operations upon their classification as assets held for sale. No such impairment charges were recognized in the fiscal year ended December 31, 2021 and no assets were classified as held for sale as of December 31, 2021.

Pension and Other Postretirement Non-Service Expense, Net

Pension and other postretirement non-service expense, net decreased by $15 million, or 65.3%, to $8 million in the fiscal year ended December 31, 2022, from $23 million in the fiscal year ended December 31,

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2021. This decrease was primarily due to a settlement loss of $21 million primarily on one of Smurfit Kappa’s Dutch plans in the fiscal year ended December 31, 2021 compared to a net settlement gain of $1 million in the fiscal year ended December 31, 2022. In addition, there was a reduction in amortization loss of $14 million driven by an increase in discount rates, partially offset by an increase in interest costs of $12 million and a decrease in expected return on assets of $9 million.

Interest Expense, Net

Interest expense, net decreased by $26 million, or 15.6%, to $139 million in the fiscal year ended December 31, 2022, from $165 million in the fiscal year ended December 31, 2021. This decrease was primarily due to the payment of a redemption premium of $33 million in 2021, together with the related accelerated write-off of unamortized debt issue costs of $3 million due to the early redemption of bonds in 2021. Additionally, there was a $3 million decrease in non-cash interest costs primarily due to a reduction in expenses related to the amortization of debt issuance costs.

The decrease in interest expense, net was partially offset by an increase in net cash interest costs of $13 million, predominantly due to the relative increase in interest rates in currencies where Smurfit Kappa was in a net debt position compared to those where it was in a net cash position. Additionally, Smurfit Kappa’s variable rate borrowings in Latin American countries, such as Brazil and Colombia, experienced considerable interest rate increases during the year, leading to a higher cash interest expense.

Other Income, Net

Other income, net increased by $6 million, or 58.3%, to $15 million in the fiscal year ended December 31, 2022, from $9 million in the fiscal year ended December 31, 2021. This increase was partially due to a $6 million increase in the net gain on the disposal of businesses and assets in the fiscal year ended December 31, 2022. Additionally, movements in fair value gains and losses on Smurfit Kappa’s commodity derivatives resulted in an increase in other income, net of $6 million. Smurfit Kappa also realized a $1 million increase in the foreign currency gain on its debt on a year-over-year basis and a $3 million increase in actuarial gains on its long-term benefit plans. These increases in other income, net were partially offset by an $8 million trading foreign currency loss and a $4 million decrease due to movements in fair value gains and losses on financial assets and liabilities.

Income Tax Expense

Income tax expense increased by $115 million, or 41.7%, to $391 million (consisting of current tax expense of $350 million and deferred tax expense of $41 million) in the fiscal year ended December 31, 2022, from $276 million (consisting of current tax expense of $298 million and deferred tax income of $22 million) in the fiscal year ended December 31, 2021.

The net increase of $52 million in current tax expense was primarily due to higher profitability. The net reduction of $63 million in deferred tax income was largely due to: the reversal of timing differences on which deferred tax was previously recognized; the impact of deferred tax on certain unremitted earnings where Smurfit Kappa was not availing of a permanent reinvestment assertion; and the recognition of other tax benefits and credits.

Segment Information

Smurfit Kappa has identified its operating segments based on the manner in which reports are reviewed by its Chief Operating Decision Maker, which is determined to be the executive management team responsible for assessing performance, allocating resources and making strategic decisions. Smurfit Kappa has identified two operating segments: Europe and the Americas.

Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis, but exclude central costs such as corporate governance costs, including executive costs, and costs of Smurfit Kappa’s legal, company secretarial, pension administration, tax, treasury and controlling functions and other administrative costs. Segment profit is measured based on Adjusted EBITDA, defined as net income before taxes, interest expense, net, depreciation, depletion and amortization, goodwill

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impairment, impairment of other assets, transaction-related expenses associated with the proposed Combination, restructuring costs, share-based compensation expense, pension expense (excluding current service cost), and other (expense) income, net. For more information on Smurfit Kappa’s segmental Adjusted EBITDA during the periods under review, see “Note 3. Segment Information” of the Consolidated Financial Statements included elsewhere in this proxy statement/prospectus.

The following table contains selected financial information for Smurfit Kappa’s segments for the fiscal years ended December 31, 2023, 2022, and 2021:

​	Fiscal years ended December 31,
​	2023		2022		2021
​	($ in millions)
Net sales:	​	​	​	​	​	​
Europe	​	9,184	​	10,432	​	9,285
The Americas	​	2,909	​	3,077	​	2,648
Total	​	12,093	​	13,509	​	11,933
Adjusted EBITDA:	​	​	​	​	​	​
Europe	​	1,653	​	1,883	​	1,478
The Americas	​	551	​	557	​	465
Total	​	2,204	​	2,440	​	1,943

Net Sales — Europe Segment

The year ended December 31, 2023, compared to the year ended December 31, 2022

Net sales for the Europe segment decreased by $1,248 million, or 12.0%, to $9,184 million in the fiscal year ended December 31, 2023, from $10,432 million in the fiscal year ended December 31, 2022. This decrease was primarily due to a lower selling price/mix of $779 million, primarily due to lower paper and box pricing, as well as a decrease in box volumes of 3.3% (excluding the impact of acquisitions and disposals), which reduced net sales by $623 million. In addition, there was a net negative impact of $168 million from acquisitions and disposals. The above decreases were partially offset by a net positive foreign currency impact of $321 million, primarily due to the weakening of the U.S. dollar against the Euro.

The year ended December 31, 2022, compared to the year ended December 31, 2021

Net sales for the Europe segment increased by $1,147 million, or 12.4%, to $10,432 million in the fiscal year ended December 31, 2022, from $9,285 million in the fiscal year ended December 31, 2021. This increase was primarily due to a higher selling price/mix of approximately $2.4 billion, as well as an increase due to acquisitions of $104 million. The increase was partially offset by a net negative foreign currency impact of $1.0 billion due to the strengthening of the U.S. dollar against the Euro. In addition, there was a $311 million decrease in net sales primarily due to a reduction of approximately 2.0% in box volumes (excluding the impact of acquisitions) against a strong prior year comparative, with a slowdown in the German and U.K. markets in particular being partly offset by a more robust performance in countries such as France and Spain.

Adjusted EBITDA — Europe Segment

The year ended December 31, 2023, compared to the year ended December 31, 2022

Adjusted EBITDA for the Europe segment decreased by $230 million, or 12.2%, to $1,653 million in the fiscal year ended December 31, 2023, from $1,883 million in the fiscal year ended December 31, 2022. This decrease was primarily due to a $1,248 million decrease in net sales and an increase in payroll costs, partially offset by a decrease in raw materials and energy costs.

Payroll costs increased by $81 million, due to an increase in pay and a net negative foreign currency impact, primarily due to the weakening of the U.S. dollar against the Euro. The increase in payroll costs was partly offset by a reduction in employee numbers.

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Raw material costs decreased by $711 million, primarily due to lower recovered fiber and other raw material costs which decreased by $430 million, as well as a decrease of $259 million due to lower volumes. In addition, the net impact of acquisitions and disposals resulted in a decrease in raw material costs of $107 million. These decreases in raw material costs were partially offset by an $85 million net negative foreign currency impact, primarily due to the weakening of the U.S. dollar against the Euro.

Energy costs decreased by $371 million, driven by lower gas and electricity prices, which decreased costs by $328 million, and the impact of lower volumes, which decreased costs $71 million. These decreases in energy costs were partially offset by a net negative foreign currency impact of $28 million, primarily due to the weakening of the U.S. dollar against the Euro.

The year ended December 31, 2022, compared to the year ended December 31, 2021

Adjusted EBITDA for the Europe segment increased by $405 million, or 27.4%, to $1,883 million in the fiscal year ended December 31, 2022, from $1,478 million in the fiscal year ended December 31, 2021. The increase was primarily due to a $1,147 million increase in net sales partially offset by an increase in energy , raw materials and shipping and handling costs. The increase in these costs was partially offset by lower payroll costs.

Energy costs increased by $506 million, driven by higher gas and electricity prices, which increased costs by $523 million, and the impact of acquisitions, which increased costs $60 million. These increases in energy costs were partially offset by a net positive foreign currency impact of $84 million, primarily due to the strengthening of the U.S. dollar against the Euro.

Raw material costs increased by $224 million, due to higher recovered fiber and other raw material costs which increased by $604 million, and an increase of $94 million due to the impact of acquisitions. These increases in raw material costs were partially offset by: a $417 million net positive foreign currency impact, primarily due to the strengthening of the U.S. dollar against the Euro; and $57 million due to lower volumes.

Shipping and handling costs increased by $17 million, primarily due to higher fuel prices as well as the impact of acquisitions, which increased costs by $112 million and $15 million, respectively. These increases in shipping and handling costs were partially offset by a net positive foreign currency impact of $102 million, primarily due the strengthening of the U.S. dollar against the Euro.

Payroll costs reduced by $84 million which reflected a net positive foreign currency impact of $234 million, primarily due to the strengthening of the U.S. dollar against the Euro, partially offset by $150 million of higher costs due to an increase in headcount and inflationary pay increases.

Net Sales — Americas Segment

The year ended December 31, 2023, compared to the year ended December 31, 2022

Net sales for the Americas segment decreased by $168 million, or 5.5%, to $2,909 million in the fiscal year ended December 31, 2023, from $3,077 million in the fiscal year ended December 31, 2022. This decrease was primarily due to the impact of lower volumes of $220 million, driven by a decrease in box volumes of 4.3% (excluding the impact of acquisitions), partially offset by a net positive foreign currency impact of $70 million and a positive impact of $25 million from acquisitions.

The year ended December 31, 2022, compared to the year ended December 31, 2021

Net sales for the Americas segment increased by $429 million, or 16.2%, to $3,077 million in the fiscal year ended December 31, 2022, from $2,648 million in the fiscal year ended December 31, 2021. This increase was primarily due to a higher selling price/mix which contributed an estimated $860 million, along with a positive impact of $108 million from acquisitions. These increases were partially offset by a net negative foreign currency impact of $521 million, primarily due to the strengthening of the U.S. dollar.

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Adjusted EBITDA — Americas Segment

The year ended December 31, 2023, compared to the year ended December 31, 2022

Adjusted EBITDA for the Americas segment decreased by $6 million, or 1.1%, to $551 million in the fiscal year ended December 31, 2023, from $557 million in the fiscal year ended December 31, 2022. This decrease was primarily due to a $168 million decrease in net sales, a $30 million increase in payroll costs and a $42 million increase in other costs, partially offset by a $234 million decrease in raw material costs.

Raw material costs decreased by $234 million due to lower costs for recovered fiber and other raw material, which decreased costs by $143 million, as well as a decrease of $92 million due to lower volumes.

Payroll costs increased by $30 million, primarily due to an increase in pay partly offset by lower employee numbers. The $42 million increase in other costs was primarily due to an increase in IT costs driven by a global transformation project; increased repairs and maintenance costs; and increases in other plant costs.

The year ended December 31, 2022, compared to the year ended December 31, 2021

Adjusted EBITDA for the Americas segment increased by $92 million, or 19.7%, to $557 million in the fiscal year ended December 31, 2022, from $465 million in the fiscal year ended December 31, 2021. The increase was primarily due to a $429 million increase in net sales, partially offset by higher raw material, energy, shipping and handling, and payroll costs.

Raw material costs increased by $173 million due to higher costs for recovered fiber and other raw material, which increased costs by $261 million, and an increase of $44 million due to the impact of acquisitions. The increase in raw material costs was partly offset by a net positive foreign currency impact of $139 million due to the strengthening of the U.S. dollar.

Energy costs increased by $33 million, driven by higher gas and electricity prices which increased costs by $46 million, partially offset by a net positive impact from currency of $14 million primarily due to the strengthening of the U.S. dollar.

Shipping and handling costs increased by $26 million, primarily due to higher fuel prices, which increased costs by $40 million. The increase in shipping and handling costs was partially offset by a net positive foreign currency impact of $18 million, primarily due the strengthening of the U.S. dollar. Payroll costs were $48 million higher, driven by an increase in headcount and inflationary pay increases.

Liquidity and Capital Resources

Sources and Uses of Cash

Smurfit Kappa’s primary sources of liquidity are the cash flows generated from its operations, along with borrowings under its Revolving Credit Facility.

See “Note 10. Debt” of the Notes to the Consolidated Financial Statements included elsewhere in this proxy statement/prospectus for more information regarding Smurfit Kappa’s debt during the fiscal year ended December 31, 2023. The primary uses of this liquidity are to fund Smurfit Kappa’s day-to-day operations, capital expenditure, debt service, dividends and other investment activity, including acquisitions.

In connection with the entry into the Transaction Agreement, Smurfit Kappa entered into the Commitment Letter, under which Citibank, N.A., London Branch and Citicorp North America Inc. arranged and underwrote a $1.5 billion senior unsecured bridge term loan for the purpose of financing (directly or indirectly) the Cash Consideration and/or fees, commissions, costs and expenses payable in relation to the Combination. On October 13, 2023, Smurfit Kappa entered into the $1.5 billion Bridge Facility Agreement with the Bridge Facility Lenders. Upon entering into the Bridge Facility Agreement, the commitments under the Commitment Letter were cancelled.

On April 3, 2024, Smurfit Kappa Treasury issued $2.75 billion in aggregate principal amount of the Notes, which automatically cancelled the commitments in respect of the Bridge Facility Agreement.

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The net proceeds from the Offering will be available to finance (directly or indirectly) the Cash Consideration and any fees, commissions, costs and expenses in connection with the Combination. Any amounts in excess of the Cash Consideration and the fees, commission, costs and expenses in connection with the Combination are intended to be used for general corporate purposes, including the repayment of indebtedness. For more information, see the section of this proxy statement/prospectus entitled “Debt Financing”. Smurfit Kappa believes that the cash flows generated from its operations, cash on hand, available borrowings under the Revolving Credit Facility and receivables securitization programs, and available capital through access to capital markets will be adequate to meet its liquidity and capital requirements, including payments of any declared common stock dividends, for the next 12 months and for the foreseeable future.

Smurfit Kappa is a party to enforceable and legally binding contractual obligations involving commitments to make payments to third parties. These obligations impact Smurfit Kappa’s short-term and long-term liquidity and capital resource needs. Certain contractual obligations are reflected on Smurfit Kappa’s consolidated balance sheet as of December 31, 2023, while others are considered future obligations. Smurfit Kappa’s contractual obligations primarily consist of items such as long-term debt, including current portion, lease obligations, purchase obligations and other obligations. See the paragraph entitled “Contractual Obligations and Commitments” for details of where this information can be found in this proxy statement/prospectus.

As at December 31, 2023, Smurfit Kappa had $3,769 million of debt, of which $85 million was current. As at December 31, 2023, Smurfit Kappa held cash and cash equivalents of $1,000 million, of which $762 million were held in Euro, $109 million were held in U.S. dollars, $18 million were held in GBP, and $111 million were held in other currencies. As at December 31, 2023 Smurfit Kappa had $17 million of restricted cash, of which $3 million of restricted cash was held in securitization bank accounts and a further $14 million of restricted cash was held in other Smurfit Kappa subsidiaries and by a trust which facilitates the operation of Smurfit Kappa’s long-term incentive plans. Restricted cash comprises cash held by Smurfit Kappa, but which is used as security for specific financing arrangements, and to which Smurfit Kappa does not have unfettered access.

Included within the carrying value of Smurfit Kappa’s borrowings as at December 31, 2023 are deferred debt issue costs of $22 million, of which $7 million is current, all of which will be recognized in interest expense in Smurfit Kappa’s Consolidated Statement of Operations using the effective interest rate method over the remaining life of the borrowings.

Committed facilities (excluding short-term sundry bank loans, overdrafts and the bridge facility, which was then available to finance the cash consideration and/or fees, commissions, costs and expenses in relation to the proposed Combination) as at December 31, 2023 amounted to $5,527 million, of which $3,695 million was utilized at December 31, 2023. The weighted average period until maturity of undrawn committed facilities was 2.2 years as at December 31, 2023.

Smurfit Kappa’s borrowing agreements contain certain covenants that restrict its flexibility to incur additional indebtedness or create additional liens on its assets. Smurfit Kappa’s borrowing agreements also contain financial covenants, the primary ones being a maximum net borrowings to covenant EBITDA of 3.75 times and a minimum covenant EBITDA to net interest payable of 3.00 times (in each case defined in the relevant facility agreement). As of December 31, 2023, Smurfit Kappa was in full compliance with the requirements of its covenant agreements. As at December 31, 2023, as defined in the relevant facility agreement, net borrowings to covenant EBITDA was 1.4 times and covenant EBITDA to net interest was 15.6 times. For a description of Smurfit Kappa’s material borrowing agreements, see the section of this proxy statement/prospectus entitled “Debt Financing.”

Under the Transaction Agreement, Smurfit Kappa is subject to a range of restrictions on the conduct of its business and generally must operate its business in the ordinary course consistent with past practice prior to Completion, subject to certain exceptions set forth in the Transaction Agreement. The Transaction Agreement also contains covenants that restrict Smurfit Kappa’s ability to undertake certain actions without consent from WestRock, including its ability to incur additional indebtedness or to modify its existing debt arrangements under certain circumstances. Subject to these restrictions, Smurfit Kappa anticipates funding its capital expenditures, debt service, dividends and other investment activity for the

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foreseeable future using the items discussed above. In addition, Smurfit Kappa regularly reviews its capital structure and conditions in the private and public debt markets in order to optimize its mix of indebtedness. In connection with these reviews, and subject to restrictions imposed in the Transaction Agreement, Smurfit Kappa may seek to refinance existing indebtedness to extend maturities, reduce borrowing costs or otherwise improve the terms and composition of its indebtedness.

Cash Flow Activity

The following table contains selected financial information from Smurfit Kappa’s Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2023, 2022, and 2021:

​	Fiscal years ended December 31,
​	2023		2022		2021
​	($ in millions)
Net cash provided by operating activities	​	1,559	​	1,433	​	1,082
Net cash used for investing activities	​	(931)	​	(1,020)	​	(1,172)
Net cash (used for) generated by financing activities	​	(479)	​	(431)	​	76

Net cash provided by operating activities increased by $126 million, or 8.8%, to $1,559 million in the fiscal year ended December 31, 2023 from $1,433 million in the fiscal year ended December 31, 2022, primarily due to an increase in cash from working capital, partially offset by a decrease in net income adjusted for non-cash items, including depreciation, depletion and amortization, impairment charges for goodwill and other assets, share-based compensation expense, deferred tax (benefit) expense, and pension and other post-retirement funding (more) less than cost (income) resulting in a decrease in cash flows from operating activities of $350 million in aggregate. The working capital inflow in the fiscal year ended December 31, 2023 was $205 million, compared to a working capital outflow of $333 million in the fiscal year ended December 31, 2022. The inflow in the fiscal year ended December 31, 2023 was primarily due to a decrease in accounts receivable, inventories and accounts payable, reflecting the combination of lower box prices, lower paper prices and lower raw material and energy costs.

Net cash provided by operating activities increased by $351 million, or 32.4%, to $1,433 million in the fiscal year ended December 31, 2022 from $1,082 million in the fiscal year ended December 31, 2021, primarily due to an increase in net income adjusted for non-cash items, including depreciation, depletion and amortization, impairment charges for goodwill and other assets, share-based compensation expense, deferred tax (benefit) expense, and pension and other post-retirement funding (more) less than cost (income) resulting in an increase in cash flows from operating activities of $393 million in aggregate. The working capital outflow in the fiscal year ended December 31, 2022 was $333 million compared to $213 million in the fiscal year ended December 31, 2021. The outflow in the fiscal year ended December 31, 2022 was primarily due to an increase in accounts receivable and inventories, reflecting the combination of higher box prices, higher paper prices and considerably higher energy costs along with higher other raw material and recovered fiber costs.

Net cash used for investing activities of $931 million in the fiscal year ended December 31, 2023 consisted primarily of capital expenditures of $929 million, cash paid for purchase of businesses, net of cash acquired of $29 million, cash from capital grants of $14 million and proceeds from sale of property, plant and equipment of $17 million. Net cash used for investing activities of $1,020 million in the fiscal year ended December 31, 2022 consisted primarily of capital expenditures of $930 million and cash paid for purchase of businesses, net of cash acquired of $93 million. Net cash used for investing activities of $1,172 million in the fiscal year ended December 31, 2021 consisted primarily of capital expenditures of $715 million and cash paid for purchase of businesses, net of cash acquired of $480 million.

Net cash used for financing activities of $479 million in the fiscal year ended December 31, 2023 consisted primarily of cash dividends paid to stockholders of $391 million and repayment of debt of $136 million, partially offset by additions to debt of $88 million. Net cash used for financing activities of $431 million in the fiscal year ended December 31, 2022 consisted primarily of cash dividends paid to stockholders of $349 million, share buyback of $42 million, and repayment of debt of $56 million, partially offset by additions to debt of $52 million. Net cash generated by financing activities of $76 million in the

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fiscal year ended December 31, 2021 consisted primarily of additions to debt of $1,248 million, partially offset by repayments of debt of $665 million, net repayments of revolving credit facilities of $109 million, and cash dividends paid to stockholders of $365 million.

Contractual Obligations and Commitments

Smurfit Kappa’s cash requirements from contractual obligations and commitments include:

•

Debt obligations.   See “Note 10. Debt,” of the Notes to the Consolidated Financial Statements included elsewhere in this proxy statement/prospectus for more information on Smurfit Kappa’s debt obligations and timing of expected future payments.

•

Operating and finance leases.   See “Note 11. Leases,” of the Notes to the Consolidated Financial Statements included elsewhere in this proxy statement/prospectus for more information on Smurfit Kappa’s debt obligations and timing of expected future payments.

•

Pension liabilities.   See “Note 18. Retirement Plans,” of the Notes to the Consolidated Financial Statements included elsewhere in this proxy statement/prospectus for more information on Smurfit Kappa’s pension liabilities and the timing of expected future benefit payments under its pension plans and postretirement plans.

•

Capital commitments.   See “Note 21. Commitments and Contingencies,” of the Notes to the Consolidated Financial Statements included elsewhere in this proxy statement/prospectus for more information on Smurfit Kappa’s future spending for property, plant and equipment that Smurfit Kappa is obligated to purchase.

•

Purchase commitments.   See “Note 21. Commitments and Contingencies,” of the Notes to the Consolidated Financial Statements included elsewhere in this proxy statement/prospectus for more information on Smurfit Kappa’s purchase commitments and the timing of the expected future payments.

Off-Balance Sheet Arrangements

Smurfit Kappa does not have any off-balance sheet arrangements.

Definitions

Non-GAAP Financial Measures

Smurfit Kappa reports its financial results in accordance with generally accepted accounting principles in the U.S. (“GAAP”). However, management believes certain non-GAAP financial measures provide additional meaningful financial information that may be relevant when assessing its ongoing performance. Smurfit Kappa uses the non-GAAP financial measures “Adjusted EBITDA,” “Net Debt,” “Net Leverage Ratio,” “Adjusted Net Income,” “Adjusted EPS,” and “Adjusted Free Cash Flow.” These financial measures are not defined or recognized under GAAP and are presented because Smurfit Kappa believes that these measures provide both management and users of Smurfit Kappa’s Consolidated Financial Statements with useful additional information when evaluating its operating and financial performance. However, these financial measures are not intended to be considered in isolation of or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP and should be viewed in addition to, and not as an alternative to, its GAAP results. The non-GAAP financial measures Smurfit Kappa presents may differ from similarly captioned measures presented by other companies.

Adjusted EBITDA

Smurfit Kappa uses the non-GAAP financial measure “Adjusted EBITDA” to evaluate its overall performance. The composition of Adjusted EBITDA is not addressed or prescribed by GAAP. Smurfit Kappa defines Adjusted EBITDA as net income before income tax expense, depreciation, depletion and amortization expense, goodwill impairment, impairment of other assets, transaction-related expenses associated with the proposed Combination, interest expense, net, restructuring costs, pension expense

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(excluding current service cost), share-based compensation expense and other expense (income), net. Smurfit Kappa views Adjusted EBITDA as an appropriate and useful measure used to compare financial performance between periods.

Management believes that the most directly comparable GAAP measure to Adjusted EBITDA is “Net income”. Management believes this measure provides Smurfit Kappa’s management, board of directors, investors, potential investors, securities analysts and others with useful information to evaluate Smurfit Kappa’s performance because, in addition to interest expense, net, income tax expense, pension expense (excluding current service cost), share-based compensation expense, and depreciation, depletion and amortization, it also excludes restructuring costs, impairment of goodwill and other assets and other specific items that management believes are not indicative of the operating results of the business. Smurfit Kappa and its board of directors use this information in making financial, operating and planning decisions and when evaluating Smurfit Kappa’s performance relative to other periods.

Set forth below is a reconciliation of the non-GAAP financial measure Adjusted EBITDA to Net income, the most directly comparable GAAP measure, for the periods indicated.

​	Fiscal years ended December 31,
​	2023		2022		2021
​	($ in millions)
Net income	​	826	​	1,035	​	802
Income tax expense	​	312	​	391	​	276
Depreciation, depletion and amortization	​	580	​	564	​	554
Goodwill impairment	​	—	​	12	​	—
Impairment of other assets(1)	​	5	​	173	​	—
Transaction-related expenses associated with the proposed Combination	​	78	​	—	​	—
Interest expense, net	​	139	​	139	​	165
Restructuring costs	​	27	​	15	​	—
Pension expense (excluding current service cost)	​	49	​	8	​	23
Share-based compensation expense	​	66	​	68	​	82
Other expense (income), net	​	46	​	(15)	​	(9)
Adjusted EBITDA	​	2,128	​	2,390	​	1,893

(1)

For the fiscal year ended December 31, 2023, impairment of other assets is made up of impairment of non-current assets of $5 million. For the fiscal year ended December 31, 2022, impairment of other assets is made up of impairment of non-current assets of $14 million and impairment of the Russian operations of $159 million.

Net Debt and Net Leverage Ratio

Smurfit Kappa uses the non-GAAP financial measures “Net Debt” and “Net Leverage Ratio” as useful measures to highlight the overall movement resulting from its operating and financial performance and its overall leverage position. Management believes these measures provide Smurfit Kappa’s board of directors, investors, potential investors, securities analysts and others with useful information to evaluate Smurfit Kappa’s repayment of debt relative to other periods. Smurfit Kappa defines Net Debt as borrowings net of cash and cash equivalents. Smurfit Kappa defines Net Leverage Ratio as Net Debt divided by Adjusted EBITDA.

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Set forth below is a reconciliation of the non-GAAP financial measure Net Debt to total borrowings, the most directly comparable GAAP measure, for the periods indicated.

​	Fiscal years ended December 31,
​	2023		2022		2021
​	($ in millions, except Net Leverage Ratio)
Current portion of debt(1)	​	78	​	96	​	88
Non-current debt due after one year(1)	​	3,669	​	3,568	​	3,770
Less:	​	​	​	​	​	​
Cash and cash equivalents	​	(1,000)	​	(841)	​	(985)
Net Debt	​	2,747	​	2,823	​	2,873
Adjusted EBITDA	​	2,128	​	2,390	​	1,893
Net Leverage Ratio	​	1.3	​	1.2	​	1.5

(1)

Includes unamortized deferred debt issue costs.

Adjusted Net Income and Adjusted Earnings per Share

Smurfit Kappa uses the non-GAAP financial measures “Adjusted Net Income” and “Adjusted Earnings Per Share”. Management believes these measures provide Smurfit Kappa’s management, board of directors, investors, potential investors, securities analysts and others with useful information to evaluate Smurfit Kappa’s performance because they exclude transaction-related expenses associated with the proposed Combination, restructuring costs, goodwill impairment, impairment of other assets and other specific items that management believes are not indicative of the operating results of the business. Smurfit Kappa and its board of directors use this information when making financial, operating and planning decisions and when evaluating Smurfit Kappa’s performance relative to other periods. Smurfit Kappa believes that the most directly comparable GAAP measures to Adjusted Net Income and Adjusted Earnings Per Share are Net income attributable to common stockholders and basic earnings per share attributable to common stockholders (“Earnings per share”).

Set forth below is a reconciliation of the non-GAAP financial measure Adjusted Net Income to Net income attributable to common stockholders and Earnings per share to Adjusted Earnings per Share, the most directly comparable GAAP measures for the periods indicated.

​	Fiscal years ended December 31,
​	2023			2022			2021
​	($ in millions, except per share data)
Net income attributable to common stockholders	​	​	825	​	​	1,034	​	​	802
Transaction-related expenses associated with the proposed Combination	​	​	78	​	​	—	​	​	—
Goodwill impairment	​	​	—	​	​	12	​	​	—
Impairment of other assets(1)	​	​	5	​	​	173	​	​	—
Restructuring costs	​	​	27	​	​	15	​	​	—
Bridge facility fees	​	​	10	​	​	—	​	​	—
Charges related to early redemption of bonds(2)	​	​	—	​	​	—	​	​	36
Income tax on items listed above	​	​	(8)	​	​	(21)	​	​	(5)
Adjusted Net Income	​	​	937	​	​	1,213	​	​	833
Earnings per share – basic	​	$	3.19	​	$	4.00	​	$	3.12
Transaction-related expenses associated with the proposed Combination	​	​	0.30	​	​	—	​	​	—
Goodwill impairment	​	​	—	​	​	0.05	​	​	—
Impairment of other assets(1)	​	​	0.02	​	​	0.67	​	​	—
Restructuring costs	​	​	0.11	​	​	0.06	​	​	—
Bridge facility fees	​	​	0.04	​	​	—	​	​	—

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​	Fiscal years ended December 31,
​	2023			2022			2021
​	($ in millions, except per share data)
Charges related to early redemption of bonds(2)	​	​	—	​	​	—	​	​	0.14
Income tax on items listed above	​	​	(0.03)	​	​	(0.09)	​	​	(0.02)
Adjusted Earnings Per Share – Basic	​	$	3.63	​	$	4.69	​	$	3.24

(1)

For the fiscal year ended December 31, 2023, impairment of other assets is made up of impairment of non-current assets of $5 million. For the fiscal year ended December 31, 2022, impairment of other assets is made up of impairment of non-current assets of $14 million and impairment of the Russian operations of $159 million.

(2)

Charges related to early redemption of bonds in the fiscal year ended December 31, 2021 is comprised of interest expense, net of $33 million related to a redemption premium and $3 million of related accelerated write-off of unamortized costs due to the early redemption of bonds.

Adjusted Free Cash Flow

Smurfit Kappa uses the non-GAAP financial measure “Adjusted Free Cash Flow”. The composition of Adjusted Free Cash Flow is not addressed or prescribed by GAAP. Smurfit Kappa defines Adjusted Free Cash Flow as net cash provided by operations as adjusted to exclude certain costs not reflective of underlying operations. Adjusted Free Cash Flow is a non-GAAP measure, and the most directly comparable GAAP measure is net cash provided by operating activities. Management utilizes this measure in connection with managing Smurfit Kappa’s business and believes that Adjusted Free Cash Flow is useful to investors as a liquidity measure because it measures the amount of cash generated that is available, after reinvesting in the business, to maintain a strong balance sheet, pay dividends, repurchase stock, service debt and make investments for future growth. It should not be inferred that the entire free cash flow amount is available for discretionary expenditures. By adjusting for certain items that are not indicative of Smurfit Kappa’s underlying operational performance, Smurfit Kappa believes that Adjusted Free Cash Flow also enables investors to perform meaningful comparisons between past and present periods.

Set forth below is a reconciliation of the non-GAAP financial measure Adjusted Free Cash Flow to Net cash provided by operating activities, the most directly comparable GAAP measure, for the periods indicated.

​	Fiscal years ended December 31,
​	2023		2022		2021
​	($ in millions)
Net cash provided by operating activities	​	1,559	​	1,433	​	1,082
Adjustments:	​	​	​	​	​	​
Capital expenditures	​	(929)	​	(930)	​	(715)
Bridge facility fees	​	10	​	—	​	—
Italian Competition Authority fine(1)	​	—	​	—	​	147
Bond early redemption premium	​	—	​	—	​	33
Impairment of cash balances held in Russia	​	—	​	54	​	—
Adjusted Free Cash Flow	​	640	​	557	​	547

(1)

During the fiscal year ended December 31, 2021, the Italian Competition Authority fine of $147 million (€124 million) was paid. An amount of $138 million (€124 million) was reported in the Consolidated Statements of Operations for the fiscal year ended December 31, 2019.

Critical Accounting Policies and Estimates

Smurfit Kappa has prepared its accompanying Consolidated Financial Statements in conformity with GAAP, which requires management to make estimates that affect the amounts of net sales, expenses, assets

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and liabilities reported. Certain significant accounting policies are described in “Note 1. Description of Business and Summary of Significant Accounting Policies” to the Consolidated Financial Statements included elsewhere in this proxy statement/prospectus.

These critical accounting policies are both important to the portrayal of Smurfit Kappa’s financial condition and results of operations and require some of management’s most subjective and complex judgments. The accounting for these matters involves the making of estimates based on current facts, circumstances and assumptions that, in management’s judgment, could change in a manner that would materially affect management’s future estimates with respect to such matters and, accordingly, could cause Smurfit Kappa’s future reported financial condition and results of operations to differ materially from those that it is currently reporting based on management’s current estimates.

Smurfit Kappa believes the following are critical accounting policies and estimates used in the preparation of its Consolidated Financial Statements:

Goodwill Impairment

Smurfit Kappa reviews the carrying value of its goodwill annually, or more often if events or changes in circumstances indicate that the carrying amount may exceed fair value as set forth in ASC 350, “Intangibles — Goodwill and Other” ​(“ASC 350”). Smurfit Kappa tests goodwill for impairment at the reporting unit level. See “Note 1. Description of Business and Summary of Significant Accounting Policies — Goodwill and Non-current Assets” to the Consolidated Financial Statements included elsewhere in this proxy statement/prospectus for Smurfit Kappa’s accounting policy on goodwill.

During the fourth quarter of the fiscal year ended December 31, 2023, Smurfit Kappa completed its annual goodwill impairment testing. Smurfit Kappa considered factors such as, but not limited to, its expectations for macroeconomic conditions, industry and market considerations, and financial performance, including planned net sales, earnings and capital investments of each reporting unit. The discount rate used for each reporting unit ranged from 6.9% to 14.9%. Smurfit Kappa used a transaction multiple of 7.1 times to calculate terminal period cash flows. All reporting units that have goodwill were noted to have a fair value that exceeded their carrying values. The impairment assessment concluded that there was headroom of $6,191 million, or 46%, for the Europe reporting unit and headroom of $478 million, or 16% in total for the Americas reporting units. If Smurfit Kappa had concluded that it was appropriate to increase the discount rate it used by 100 basis points, the fair value of its Europe and Americas reporting units would have continued to exceed their carrying value.

If the assumptions, estimates and market factors underlying Smurfit Kappa’s fair value determinations change adversely, Smurfit Kappa may be exposed to additional impairment charges, which could be material. Additionally, there are certain risks inherent to Smurfit Kappa’s operations as described in “Risk Factors”. Smurfit Kappa has not made any material changes to its impairment loss assessment methodology during the past three fiscal years.

Accounting for Income Taxes

Smurfit Kappa’s income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits, reflect management’s best assessment of estimated current and future taxes to be paid. Significant judgements and estimates are required in determining the consolidated income tax expense. In evaluating its ability to recover deferred tax assets and establishing or reducing a valuation allowance in the jurisdiction from which they arise, Smurfit Kappa considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and the effect of enacted tax rates expected to apply in the periods in which the deferred tax assets or liabilities are anticipated to be settled or realized. A high degree of judgment is required to assess the impact of possible future outcomes on Smurfit Kappa’s current and deferred tax positions.

As a result of this evaluation, Smurfit Kappa recorded valuation allowances of $67 million as of December 31, 2023 and $68 million as of December 31, 2022, related to certain deferred tax assets, primarily tax loss carryforwards, where there is uncertainty as to the ultimate realization of a benefit. Smurfit Kappa

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regularly reviews the recoverability of deferred tax assets for adjustments to taxable income, changes in tax laws or interpretations thereof and tax rates, as all of these could impact its effective tax rate.

Smurfit Kappa is subject to routine tax audits and examinations. It uses significant judgement in (i) determining whether a tax position, based solely on its technical merits, is “more likely than not” to be sustained upon examination and (ii) measuring the tax benefit as the largest amount of benefit that is “more likely than not” to be realized upon settlement. Smurfit Kappa does not record any benefit for tax positions that do not meet the “more likely than not” recognition threshold at the balance sheet date. Resolutions of current uncertain tax positions are not expected to have a material adverse effect on the effective tax rate or on cashflows. Smurfit Kappa has a progressive dividend strategy which means that it will remit earnings from some of its overseas subsidiaries to the parent company in Ireland. Its foreign earnings are generally taxed at rates that are higher than in Ireland and so no incremental tax should arise there, due to the availability of foreign tax credits. However, some earnings may be subject to limited additional foreign taxes upon repatriation. Smurfit Kappa continues to indefinitely reinvest its foreign earnings as part of its wider capital allocation strategy. To the extent that it cannot assert indefinite reinvestment of earnings, it records a deferred tax liability on its foreign earnings at the applicable tax rate if it is not otherwise possible to remit earnings without additional tax.

As of December 31, 2023 and 2022, Smurfit Kappa recognized a deferred tax liability of $126 million and $100 million, respectively, on unremitted earnings, in respect of foreign income taxes or withholding taxes for expected or assumed repatriation, respectively. As Smurfit Kappa can decide which subsidiaries should pay dividends, it is does not expect that this deferred tax liability will have a material impact on its cash flows in the foreseeable future.

The determination of the amount of unrecognized deferred tax liability related to indefinitely invested foreign earnings not subject to additional outside basis difference taxes is not practicable. A 1% change in the effective tax rate would increase or decrease Smurfit Kappa’s income tax expense for the year ended December 31, 2023 by $12  million.

In 2021, political agreement was reached by the OECD Inclusive Framework on a two-pillar approach to international tax reform. This includes the commitment to introduce a minimum effective tax rate of 15% for companies with revenue above €750 million (‘Pillar Two’). The agreement has been enacted in most of the countries where Smurfit Kappa has business activities. The law in most cases will become effective in 2024 or later. Ireland enacted the law with an effective date of January 1, 2024 and broadly in line with the OECD Inclusive Framework. Pillar Two has no legislative application for the fiscal year ended December 31, 2023. On the basis of its results for the fiscal year ended December 31, 2023, Smurfit Kappa estimates that on a continuing basis it could impact countries representing approximately 3% of its income before income taxes and the increase in its effective tax rate would be insignificant. Smurfit Kappa will continue to monitor and assess the on-going implementation of Pillar Two in the countries where it operates. Smurfit Kappa anticipates that Pillar Two will increase the costs and complexity of tax reporting and compliance.

Pension and Other Postretirement Obligations

The determination of pension obligations and pension expense requires various assumptions that can significantly affect liability and expense amounts, such as the expected long-term rate of return on plan assets, discount rates, projected future compensation increases and mortality rates for each of Smurfit Kappa’s plans. These assumptions are determined annually in conjunction with Smurfit Kappa’s actuary. The accounting for these matters involves the making of estimates based on current facts, circumstances and assumptions that, in management’s judgment, could change in a manner that would materially affect management’s future estimates with respect to such matters and, accordingly, could cause Smurfit Kappa’s future reported financial condition and results of operations to differ materially from those that Smurfit Kappa is currently reporting based on management’s current estimates.

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A 50-basis point change in the discount rate, compensation level and expected long-term rate of return on plan assets would have had the following effect on Smurfit Kappa’s pension expense for the fiscal year ended December 31, 2023 (in USD millions):

​	Pension Plans
​	50-Basis Point Increase		50-Basis Point Decrease
Discount rate	​	1	​	(1)
Compensation level	​	—	​	—
Expected long-term rate of return on plan assets	​	(8)	​	8

New Accounting Standards

See “Note 1. Description of Business and Summary of Significant Accounting Policies” of the Notes to the Consolidated Financial Statements included elsewhere in this proxy statement/prospectus for a full description of recent accounting pronouncements, including the respective expected dates of adoption and expected effects on Smurfit Kappa’s results of operations and financial condition.

Quantitative and Qualitative Disclosures About Market Risk

Smurfit Kappa is exposed to market risk from changes in, among other things, interest rates, foreign currencies and commodity prices.

Interest Rate Risk

Smurfit Kappa is exposed to changes in interest rates, primarily changes in Euribor. The Revolving Credit Facility is variable rate debt, as are Smurfit Kappa’s securitization facilities. Interest rate changes therefore generally do not affect the market value of such debt, but do impact the amount of interest payments and, therefore, Smurfit Kappa’s future earnings and cash flows, assuming other factors are held constant. At December 31, 2023, Smurfit Kappa had fixed an average of 99% of its interest cost on borrowings over the following 12 months. Holding all other variables constant, if interest rates for these borrowings increased by 1% Smurfit Kappa’s interest expense would increase, and income before taxes would decrease, by approximately $2 million over the following 12 months. Interest income on cash balances would increase by approximately $10 million assuming a 1% increase in interest rates earned on such balances over the following 12 months.

Foreign Exchange Risk

Smurfit Kappa manages its balance sheet having regard to the currency exposures arising from its assets being denominated in a wide range of currencies. To this end, where foreign currency assets are funded by local borrowing, such borrowing is generally sourced in the currency of the related assets.

Smurfit Kappa is exposed to transactional foreign exchange currency risk to the extent that there is a mismatch between the currencies in which sales, purchases, receivables and borrowings are denominated and the respective functional currencies of the Smurfit Kappa group companies. Smurfit Kappa hedges a portion of its currency exposure through the use of currency swaps and forward contracts. Smurfit Kappa’s risk management policy allows the hedging of estimated foreign currency exposure in respect of highly probable forecast sales, and purchases. As such, certain subsidiaries enter into foreign currency forward contracts to hedge highly probable forecast foreign currency sales and purchases for which hedge accounting is applied.

Smurfit Kappa operates in the following principal currency areas (other than U.S. Dollar): Euro, Swedish Krona, Sterling, Latin America (comprising mostly Mexican Peso, Colombian Peso and Brazilian Real) and Eastern Europe (comprising mainly Polish Zloty, Czech Koruna and Serbian Dinar). As at December 31, 2023, 51.2% of Smurfit Kappa’s non-U.S. dollar denominated net assets were denominated in the Euro, 8.0% in Swedish Krona, 7.1% in Sterling, 27.4% in Latin American currencies and 7.3% in Eastern European currencies. Smurfit Kappa believes that a strengthening of the U.S. Dollar exchange rate

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by 1% against all other foreign currencies from the December 31, 2023 rate would reduce shareholders’ equity by approximately $58 million.

Commodity Price Risk

Containerboard

Smurfit Kappa is exposed to commodity price risks through its dependence on recovered paper, the principal raw material used in the manufacture of recycled containerboard. The price of recovered paper is dependent on both demand and supply conditions. Demand conditions include the production of recycled containerboard in Europe and the demand for recovered paper for the production of recycled containerboard outside of Europe, principally in Asia. Supply conditions include the rate of recovery of recovered paper, itself dependent on historical pricing related to the cost of recovery, and some slight seasonal variations.

Energy

The cost of producing Smurfit Kappa’s products is also sensitive to the price of energy. Smurfit Kappa’s main energy exposure is to the cost of gas and electricity.

Smurfit Kappa’s energy costs decreased by 28.1% in the fiscal year ended December 31, 2023 when compared to the fiscal year ended December 31, 2022 and increased by 69.5% in the fiscal year ended December 31, 2022 when compared to the fiscal year ended December 31, 2021 mainly due to higher energy market prices and increased usage as a result of Smurfit Kappa’s acquisition of the Verzuolo mill in October 2021.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS, DIRECTORS AND MANAGEMENT OF WESTROCK

The following table lists the beneficial ownership of shares of WestRock Stock as of April 22, 2024, by (i) each named executive officer, (ii) each director, and (iii) all of WestRock’s current directors and executive officers as a group. Percentage outstanding is based on 258,273,146 shares of WestRock Stock outstanding as of April 22, 2024 (which includes 125,083 shares subject to vested and deferred WestRock Director RSU Awards but excludes 46,495 shares subject to unvested WestRock Director RSU Awards). The business address of each beneficial owner in the table is 1000 Abernathy Road NE, Atlanta, GA 30328.

Beneficial Owner	Total Number of Shares of WestRock Stock Beneficially Owned (#)(1)		Percent of Outstanding Shares of WestRock Stock (%)(2)
David B. Sewell	​	308,280	​	*
Alexander W. Pease	​	71,085	​	*
Patrick M. Kivits	​	37,197	​	*
Thomas M. Stigers	​	116,453(3)	​	*
Denise R. Singleton	​	39,559	​	*
Colleen F. Arnold	​	22,483(4)	​	*
Timothy J. Bernlohr	​	45,666	​	*
J. Powell Brown	​	63,849(5)	​	*
Terrell K. Crews	​	45,523(6)	​	*
Russell M. Currey	​	397,194(7)	​	*
Suzan F. Harrison	​	16,336	​	*
Gracia C. Martore	​	46,390(8)	​	*
James E. Nevels	​	19,307(9)	​	*
E. Jean Savage	​	8,371	​	*
Dmitri L. Stockton	​	6,781(10)	​	*
Alan D. Wilson	​	50,056(11)	​	*
All directors and executive officers as a group	​	1,472,177(12)	​	*

*

Less than 1%.

(1)

Under SEC rules, a person “beneficially owns” securities if that person has or shares the power to vote or dispose of the securities. The person also “beneficially owns” securities that the person has the right to acquire within 60 days. Under these rules, PSUs, as well as RSUs that vest more than 60 days after April 22, 2024, are not included. In addition, more than one person may be deemed to beneficially own the same securities, and a person may be deemed to beneficially own securities in which he or she has no financial interest. Except as shown in the footnotes to the table, the stockholders named below have the sole power to vote or dispose of the shares shown as beneficially owned by them.

(2)

Each of the individuals, as well as our directors and executive officers as a group, held less than 1% of our outstanding common stock as of April 22, 2024 (including shares such individual(s) had the right to acquire within 60 days after April 22, 2024).

(3)

Share balance includes (i) 8,165 shares issuable upon exercise of stock options owned by Mr. Stigers, (ii) 5,737 shares beneficially owned by Mr. Stigers through the WestRock Company Deferred Compensation Plan and (iii) 12,505 shares held jointly with Mr. Stigers’ spouse.

(4)

Share balance includes 21,286 shares beneficially owned by Ms. Arnold through the Non-Employee Director Deferred Compensation Plan.

(5)

Share balance includes (i) 48,161 shares held jointly with Mr. Brown’s spouse, (ii) 1,323 shares held by a son, (iii) 873 shares held by a daughter, (iv) 694 shares held by a daughter, and (v) 602 shares held by a daughter.

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(6)

Share balance includes 22,635 shares held in a revocable trust of which Mr. Crews and his spouse are trustees.

(7)

Share balance includes (i) 185,932 shares beneficially owned by Boxwood Capital, LLC, a limited liability company of which Mr. Currey is the controlling member and president and (ii) 32,657 shares owned by a trust of which Mr. Currey is the trustee.

(8)

Share balance includes 45,355 shares beneficially owned by Ms. Martore through the Non-Employee Director Deferred Compensation Plan.

(9)

Share balance includes (i) 2,639 shares beneficially owned by Mr. Nevels through the Non-Employee Director Deferred Compensation Plan and (ii) 8,297 shares held jointly with his spouse.

(10)

Share balance reflects 6,781 shares beneficially owned by Mr. Stockton through the Non-Employee Director Deferred Compensation Plan.

(11)

Share balance includes 49,021 shares beneficially owned by Mr. Wilson through the Non-Employee Director Deferred Compensation Plan.

(12)

Share balance reflects ownership by 20 persons. In addition to shares beneficially owned by the NEOs listed in this table, this number includes shares beneficially owned by John L. O’Neal, Samuel W. Shoemaker, Vicki L. Lostetter and Julia A. McConnell, each of whom is also an executive officer of WestRock. It includes an aggregate of 18,344 shares issuable upon exercise of vested stock options and 9,307 vested and deferred RSUs held by our executive officers.

The only persons known to WestRock to beneficially own, as of April 22, 2024, more than five percent of outstanding shares of WestRock Stock are set forth in the following table. Percentage of outstanding shares is based on 258,273,146 shares of WestRock Stock outstanding as of April 22, 2024 (which includes 125,083 shares subject to vested and deferred WestRock Director RSU Awards but excludes 46,495 shares subject to unvested WestRock Director RSU Awards).

Beneficial Owner	Total Number of Shares of WestRock Stock Beneficially Owned (#)		Percent of Outstanding Shares of WestRock Stock (%)
The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355	​	31,052,296(1)	​	12.0%
BlackRock, Inc. 50 Hudson Yards New York, NY 10001	​	25,049,401(2)	​	9.7%
Greenhaven Associates, Inc. 3 Manhattanville Road Purchase, NY 10577	​	13,410,621(3)	​	5.2%

(1)

Based on a Schedule 13G/A filed on February 13, 2024, The Vanguard Group has sole dispositive power over 29,937,958 of these shares, shared voting power over 316,147 of these shares and shared dispositive power over 1,114,338 of these shares.

(2)

Based on a Schedule 13G/A filed on January 24, 2024, BlackRock, Inc. has sole voting power over 23,197,648 of these shares and sole dispositive power over 25,049,401 of these shares.

(3)

Based on a Schedule 13G/A filed on January 3, 2024, Greenhaven Associates, Inc. has sole voting and dispositive powers over 3,426,891 of these shares and shared voting and dispositive powers over 9,983,730 of these shares.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS, DIRECTORS AND MANAGEMENT OF SMURFIT WESTROCK

The following table sets forth information regarding the expected beneficial ownership of Smurfit WestRock Shares as of April 22, 2024, by the individuals who are expected to be executive officers and directors of Smurfit WestRock at Completion, as well as all of such expected directors and executive officers as a group.

The expected beneficial ownership of Smurfit WestRock Shares as of April 22, 2024 assumes that Completion occurred as of April 22, 2024. The expected beneficial ownership of Smurfit WestRock Shares is based on the aggregate ownership of Smurfit Kappa Shares (for those individuals who are currently directors or officers of Smurfit Kappa) and WestRock Stock (for those individuals who are currently directors or officers of WestRock), in each case, as of the assumed Completion date of April 22, 2024.

Because holders of both Smurfit Kappa Shares and WestRock Stock will generally receive Smurfit WestRock Shares in exchange therefor on a one-for-one basis pursuant to the Combination, no adjustment has been applied to the share numbers set forth in either of the tables below to reflect such exchange. Figures are only indicative and such persons’ interests in Smurfit WestRock Shares at Completion may differ from the interests set out in either of the following tables.

Beneficial Owner	Total Number of Smurfit WestRock Shares Beneficially Owned (#)(1)		Percent of Outstanding Smurfit WestRock Shares (%)(2)
Current Smurfit Kappa directors and officers(3)	​	​	​	​
Irial Finan	​	30,209	​	*
Anthony Smurfit	​	1,493,878	​	*
Ken Bowles	​	111,458	​	*
Kaisa Hietala	​	1,471	​	*
Carol Fairweather	​	3,000	​	*
Mary Lynn Ferguson-McHugh	​	—	​	*
Saverio Mayer	​	174,911	​	*
Lourdes Melgar	​	—	​	*
Laurent Sellier	​	64,855(4)	​	*
Jørgen Buhl Rasmussen	​	6,146	​	*
Current WestRock directors and officers(5)	​	​	​	​
Colleen F. Arnold	​	22,483(6)	​	*
Timothy J. Bernlohr	​	45,666	​	*
Terrell K. Crews	​	45,523(7)	​	*
Suzan F. Harrison	​	16,336	​	*
Jairo Lorenzatto	​	1,341	​	*
Dmitri L. Stockton	​	6,781(8)	​	*
Alan D. Wilson	​	50,056(9)	​	*
All directors and executive officers as a group	​	2,074,114	​	​

*

Less than 1%.

(1)

Under SEC rules, a person “beneficially owns” securities if that person has or shares the power to vote or dispose of the securities. The person also “beneficially owns” securities that the person has the right to acquire within 60 days. Under these rules, PSUs, as well as RSUs that are scheduled to vest more than 60 days after April 22, 2024, are not included. In addition, more than one person may be deemed to beneficially own the same securities, and a person may be deemed to beneficially own securities in which he or she has no financial interest. Except as shown in the footnotes to the table, the stockholders named below have the sole power to vote or dispose of the shares shown as beneficially owned by them.

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(2)

Each of the individuals held less than 1% of the Smurfit Kappa Shares and WestRock Stock as of April 22, 2024 (including Smurfit Kappa Shares and/or WestRock Stock such individual(s) had the right to acquire within 60 days after April 22, 2024), and therefore would hold less than 1% of Smurfit WestRock Shares as of such date. Percentage of outstanding shares is based on 261,094,836 Smurfit Kappa Shares and 258,273,146 shares of WestRock Stock outstanding as of April 22, 2024 (which includes 125,083 shares subject to vested and deferred WestRock Director RSU Awards but excludes 46,495 shares subject to unvested WestRock Director RSU Awards).

(3)

Based on Smurfit Kappa Share ownership of as April 22, 2024.

(4)

Laurent Sellier’s holding is inclusive of an indirect interest in 3,188 Smurfit Kappa Shares, held by his spouse.

(5)

Based on WestRock Stock ownership of as April 22, 2024.

(6)

Share balance includes 21,286 shares of WestRock Stock beneficially owned by Ms. Arnold through the Non-Employee Director Deferred Compensation Plan.

(7)

Share balance includes 22,635 shares of WestRock Stock held in a revocable trust of which Mr. Crews and his spouse are trustees.

(8)

Share balance reflects 6,781 shares of WestRock Stock beneficially owned by Mr. Stockton through the Non-Employee Director Deferred Compensation Plan.

(9)

Share balance includes 49,021 shares of WestRock Stock beneficially owned by Mr. Wilson through the Non-Employee Director Deferred Compensation Plan.

The following table sets forth, to the knowledge of Smurfit WestRock, information regarding the expected beneficial ownership of Smurfit WestRock Shares, as of April 22, 2024, by persons who are expected to beneficially own more than 5% of outstanding Smurfit WestRock Shares at Completion, assuming that Completion occurred as of April 22, 2024. This information is based on (i) notifications received under the Transparency (Directive 2004/109/EC) Regulations 2007, as amended (the “Irish Transparency Regulations”) of owners of three percent or more of voting rights of Smurfit Kappa, made in accordance with applicable Irish regulations, and (ii) filings under Sections 13(d) and 13(g) of the Exchange Act of persons known to beneficially own more than five percent of outstanding shares of WestRock Stock. Furthermore, ownership interests of Smurfit Kappa Shares as reported under the Irish Transparency Regulations in accordance with applicable Irish regulations may not be consistent with beneficial ownership of Smurfit WestRock Shares as will be reported under Sections 13(d) or 13(g) of the Exchange Act.

Beneficial Owner	Total Number of Expected Smurfit WestRock Shares Beneficially Owned (#)(1)		Percent of Expected Outstanding Smurfit WestRock Shares (%)(2)
BlackRock, Inc.	​	48,462,194(3)	​	9.3%
The Vanguard Group, Inc	​	31,052,296(4)	​	6.0%

(1)

Insofar as known to Smurfit WestRock, based on notified shareholdings under the Irish Transparency Regulations of three percent or more of issued Smurfit Kappa Shares and filings under Sections 13(d) and 13(g) of the Exchange Act by beneficial owners of more than five percent of outstanding shares of WestRock Stock. Under SEC rules, a person “beneficially owns” securities if that person has or shares the power to vote or dispose of the securities. The person also “beneficially owns” securities that the person has the right to acquire within 60 days.

(2)

Percentage of outstanding shares is based on 261,094,836 Smurfit Kappa Shares and 258,273,146 shares of WestRock Stock outstanding as of April 22, 2024 (which includes 125,083 shares subject to vested and deferred WestRock Director RSU Awards but excludes 46,495 shares subject to unvested WestRock Director RSU Awards) .

(3)

Based on a Schedule 13G/A filed on January 24, 2024 with respect to WestRock Stock, BlackRock, Inc. would have sole voting power over 23,197,648 of these shares and sole dispositive power over 25,049,401 of these shares. Based on notifications received under the Irish Transparency Regulations of owners of three percent or more of voting rights of Smurfit Kappa, BlackRock would have voting rights attached to shares and voting rights through financial instruments over 23,412,793 of these shares.

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(4)

Based on a Schedule 13G/A filed on February 13, 2024 with respect to WestRock Stock, The Vanguard Group would have sole dispositive power over 29,937,958 of these shares, shared voting power over 316,147 of these shares and shared dispositive power over 1,114,338 of these shares.

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DESCRIPTION OF SMURFIT WESTROCK SHARES AND THE SMURFIT
WESTROCK CONSTITUTION

As a result of the Combination, WestRock Stockholders will become shareholders of Smurfit WestRock. The rights of former WestRock Stockholders following the consummation of the Combination will be governed by the Smurfit WestRock Constitution, as well as the laws of Ireland, including the Irish Companies Act. The following is a summary of the material terms of the Smurfit WestRock Shares as set forth in the Smurfit WestRock Constitution and the material provisions of the laws of Ireland. This summary does not purport to be complete and is qualified in its entirety by reference to the form of the Smurfit WestRock Constitution that will become effective immediately prior to the Scheme Effective Time and that is attached as Annex B to this proxy statement/prospectus and is incorporated by reference herein. For a summary of the differences between your current rights as a WestRock Stockholder and your rights as a Smurfit WestRock Shareholder following Completion, see the section of this proxy statement/prospectus entitled “Comparison of the Rights of Holders of WestRock Stock and Smurfit WestRock Shares.”

Formation; Fiscal Year; Registered Office

The current legal and commercial name of Smurfit WestRock is Smurfit WestRock Limited. Smurfit WestRock was incorporated in Ireland on July 6, 2017, as a private company limited by shares under the name “Cepheidway Limited” and it is expected to be renamed Smurfit WestRock plc prior to Completion. Smurfit WestRock’s fiscal year will end on December 31, and Smurfit WestRock’s registered address is Beech Hill, Clonskeagh, Dublin 4, Ireland, D04 N2R2. For more information regarding Smurfit WestRock, see the section of this proxy statement/prospectus entitled “Parties to the Combination.”

Share Capital

The authorized share capital of Smurfit WestRock will be $10,000,000 and €25,000, divided into 9,500,000,000 ordinary shares of $0.001 par value each, 500,000,000 preference shares of $0.001 par value each, and €25,000 deferred shares of €1.00 each which may be issued in such class or classes or series as the Smurfit WestRock Board may determine in accordance with the Smurfit WestRock Constitution. Prior to the re-registration of Smurfit WestRock as a public limited company, Smurfit WestRock will have issued 10,000 preference shares (the “Series A Preference Shares”) to Matsack Nominees (or its affiliate) in exchange for the provision of legal services rendered by Matsack Nominees. Upon consummation of the Combination, Smurfit WestRock will have an estimated 519,414,477 ordinary shares issued and outstanding (which includes 46,495 shares subject to unvested WestRock Director RSU Awards and 125,083 shares subject to vested and deferred WestRock Director RSU Awards), as well as an estimated 10,000 Series A Preference Shares and an estimated 25,000 deferred shares.

All ordinary shares have equal voting rights and no right to a fixed income and carry the right to receive dividends that have been declared by Smurfit WestRock. The holders of ordinary shares have the right to receive notice of, and to attend and vote at, all general meetings of Smurfit WestRock.

The rights and obligations attaching to the preference shares will be determined at the time of issue by the Smurfit WestRock Board in its absolute discretion. Any preference shares that are issued may have priority over the ordinary shares with respect to dividend or liquidation rights or both. It is anticipated that the holder of the Series A Preference Shares will be entitled in priority to any payments of dividends on any other class of shares in Smurfit WestRock to be paid annually on a fixed non-cumulative preferential dividend rate of 8% per annum. It is further anticipated that, on a return of assets, whether on liquidation or otherwise, the Series A Preference Shares will entitle the holder to repayment of the capital paid up on those shares (including any share premium) in priority to any repayment of capital to the holders of any other shares. The holder of the Series A Preference Shares will not be entitled to any further participation in the assets or profits of Smurfit WestRock and will not be entitled to receive notice of, attend, speak or vote at any general meeting of Smurfit WestRock.

Holders of deferred shares have no right to receive notice of, attend, speak, or vote at any general meetings of Smurfit WestRock. Deferred shares do not carry the right to receive dividends that have been declared by Smurfit WestRock. Any deferred shares that are issued will rank in priority below the ordinary shares with respect to liquidation rights and such entitlement will be limited to the repayment of the amount

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paid up or credited as paid up on the deferred shares. Upon Completion, Smurfit WestRock will have 25,000 deferred shares issued and outstanding.

As a matter of Irish company law, the directors of a company may issue new ordinary or preference shares (including the grant of options and issue of warrants) without shareholder approval once authorized to do so by the articles of association of the company or by an ordinary resolution adopted by the shareholders at a general meeting. An ordinary resolution requires over 50% of the votes of a company’s shareholders cast at a general meeting. The authority conferred can be granted for a maximum period of five years, at which point it will lapse unless renewed by the shareholders of the company by an ordinary resolution.

It is expected that, prior to Completion, the nominee shareholder of Smurfit WestRock will pass a resolution authorizing the Smurfit WestRock Board, for a period of 15 months from the Merger Effective Time or until the next annual general meeting of Smurfit WestRock, whichever is shorter to allot and issue such number of Smurfit WestRock Shares as equals 33.33% of the total number of Smurfit WestRock Shares in issue following the Merger Effective Time.

Organizational Documents; Governing Law

The rights of Smurfit WestRock Shareholders will be governed by, among other things, the Smurfit WestRock Constitution and the laws of Ireland, including the Irish Companies Act.

Voting

The Smurfit WestRock Constitution provides that all votes will be decided on a poll and that the Chair of the Smurfit WestRock Board may determine the manner in which the poll is to be taken and may fix a time and place for declaring the result of the poll.

Each Smurfit WestRock Share will entitle the holder to one vote per share at any general meeting of shareholders. Voting rights may be exercised by shareholders registered in Smurfit WestRock’s share register as of the record date for the meeting or by a duly appointed proxy, which proxy need not be a shareholder. Beneficial owners of shares who hold shares through a nominee exercise the shareholders’ rights through the intermediation of such nominee. All proxies must be appointed in the manner prescribed by the Smurfit WestRock Constitution, which provides that the Smurfit WestRock Board may permit shareholders to notify Smurfit WestRock of their proxy appointments electronically.

In accordance with the Smurfit WestRock Constitution, the Smurfit WestRock Board may from time to time authorize Smurfit WestRock to issue preference shares. These preference shares may have such voting rights as may be specified in the terms of such preference shares (e.g., they may carry more votes per share than ordinary shares). Treasury shares or shares of Smurfit WestRock that are held by subsidiaries of Smurfit WestRock will not be entitled to be voted at general meetings of shareholders.

Irish company law requires special resolutions of the shareholders (approval by not less than 75% of votes cast in person or by proxy) at a general meeting to approve certain matters. Examples of matters requiring special resolutions include:

(a)

amending the memorandum of association of Smurfit WestRock;

(b)

amending the articles of association of Smurfit WestRock;

(c)

approving a change of name of Smurfit WestRock;

(d)

authorizing the entering into of a guarantee or provision of security in connection with a loan, quasi-loan or credit transaction to a director or connected person;

(e)

opting out of preemption rights on the issuance of new shares;

(f)

re-registration of Smurfit WestRock from a public limited company to a private company;

(g)

purchase of own shares off-market;

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(h)

reduction of issued share capital;

(i)

sanctioning a compromise/scheme of arrangement;

(j)

resolving that Smurfit WestRock be wound up by the Irish courts;

(k)

resolving in favor of a shareholders’ voluntary winding-up;

(l)

re-designation of shares into different share classes; and

(m)

setting the re-issue price of treasury shares.

Preemptive Rights

Under Irish law certain statutory preemption rights apply automatically in favor of shareholders where shares are to be issued for cash. Shares issued for cash must be offered to existing shareholders of Smurfit WestRock on a pro rata basis to their existing shareholding before the shares can be issued to any new shareholders. The statutory preemption rights do not apply where shares are issued for non-cash consideration (such as in a stock-for-stock acquisition) and do not apply to the issue of non-equity shares (that is, shares that have the right to participate only up to a specified amount in any income or capital distribution) or where shares are issued pursuant to an employee stock option or similar equity plan. Prior to Completion, it is expected that a shareholder resolution of the Company’s sole shareholder (Matsack Nominees) will be sought, authorizing the Smurfit WestRock Board, for a period of 15 months from the Merger Effective Time, or until the next annual general meeting of Smurfit WestRock, whichever is shorter, to limit or exclude such preemption rights (i) in relation to any issue of Smurfit WestRock Shares and/or grant of rights to acquire Smurfit WestRock Shares for general purposes up to a maximum of such number of Smurfit WestRock Shares (or rights to acquire Smurfit WestRock Shares), as is equal to 5% of the total number of issued Smurfit WestRock Shares in issue following the Merger Effective Time and, further, (ii) in relation to any issue of Smurfit WestRock Shares and/or grant of rights to acquire Smurfit WestRock Shares in connection with or on the occasion of mergers, acquisitions and/or strategic alliances of up to a maximum of such number of Smurfit WestRock Shares (or rights to acquire Smurfit WestRock Shares), as is equal to 5% of the total number of issued Smurfit WestRock Shares in issue following the Merger Effective Time.

Variation of Rights

Under the Smurfit WestRock Constitution, any variation of class rights attaching to the issued shares of Smurfit WestRock must be approved by a special resolution of the shareholders of the affected class (approval by not less than 75% of votes cast in person or by proxy) or with the consent in writing of the holders of three-fourths of the issued shares of that class of shares.

The provisions of the Smurfit WestRock Constitution relating to general meetings apply to general meetings of the holders of any class of shares except that the necessary quorum is determined in reference to the shares of the holders of the class. Accordingly, for any meeting of holders of a particular class of shares that is not an adjourned meeting, a quorum consists of two or more shareholders or by proxy holding not less than at least one-third in nominal value of the issued and outstanding shares of the class and the quorum at an adjourned meeting consists of one person holding shares of the class or such person’s proxy.

Inspection of Books and Records

Under Irish law, shareholders have the right to: (i) receive a copy of the Smurfit WestRock Constitution and any act of the Irish government which alters the memorandum of association of Smurfit WestRock; (ii) inspect and obtain copies of the minutes of general meetings and resolutions of Smurfit WestRock; (iii) inspect and receive a copy of the register of shareholders, register of directors and secretaries, register of directors’ interests and other statutory registers maintained by Smurfit WestRock; (iv) receive copies of balance sheets and directors’ and auditors’ reports which have previously been sent to shareholders prior to an annual general meeting; and (v) receive balance sheets of any subsidiary of Smurfit WestRock which have previously been sent to shareholders prior to an annual general meeting for the preceding 10 years. The auditors of Smurfit WestRock will also have the right to inspect all books, records and vouchers of Smurfit WestRock. The auditors’ report must be circulated to the shareholders with Smurfit WestRock’s financial statements prepared in accordance with Irish law 21 days before the annual general meeting.

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Appraisal Rights

Generally, under Irish law, shareholders of an Irish company do not have dissenters’ or appraisal rights. Under the European Union (Cross-Border Conversion, Mergers and Divisions) Regulations 2023 governing the cross-border conversion, merger or division of an Irish company limited by shares such as Smurfit WestRock, a shareholder who voted against the special resolution approving the conversion, merger or division has the right to request that the company acquire its shares for cash at a price determined in accordance with the share exchange ratio set out in the transaction agreement.

No Liability for Further Calls or Assessments

The shares to be issued in the transaction will be duly and validly issued and fully paid.

Certificated and Uncertificated Shares

Smurfit WestRock Shares may be held in either certificated or uncertificated form. Smurfit WestRock intends only to issue uncertificated ordinary shares.

Transfer of Shares

Registration in the share register of Smurfit WestRock will be determinative of membership in Smurfit WestRock. A Smurfit WestRock Shareholder who holds shares beneficially will not be the holder of record of such shares. Instead, the depository or other nominee will be the holder of record of those shares. Accordingly, a transfer of shares from a person who holds such shares beneficially to a person who also holds such shares beneficially through a depository or other nominee will not be registered in Smurfit WestRock’s official share register, as the depository or other nominee will remain the record holder of any such shares.

A written instrument of transfer may be required to register on Smurfit WestRock’s official share register any transfer of shares (i) from a person who holds such shares directly to any other person, (ii) from a person who holds such shares beneficially to a person who holds such shares directly or (iii) from a person who holds such shares beneficially to another person who holds such shares beneficially where the transfer involves a change in the depository or other nominee that is the record owner of the transferred shares. An instrument of transfer is also required for a shareholder who directly holds shares to transfer those shares into his or her own broker account (or vice versa). Such instruments of transfer may give rise to Irish stamp duty, which must be paid prior to registration of the transfer on Smurfit WestRock’s official Irish share register. However, a shareholder who directly holds shares may transfer those shares into his or her own broker account (or vice versa) without giving rise to Irish stamp duty provided there is no change in the ultimate beneficial ownership of the shares as a result of the transfer and the transfer is not made in contemplation of a sale of the shares.

The Smurfit WestRock Board may also permit title to any shares to transfer without a written instrument of transfer where permitted by the Irish Companies Act, subject to compliance with the requirements imposed under the relevant provisions of the Irish Companies Act and any additional requirements which the Smurfit WestRock Board may approve.

Any transfer of Smurfit WestRock Shares that is subject to Irish stamp duty will not be registered in the name of the transferee unless an instrument of transfer is duly stamped and provided to the transfer agent. The Smurfit WestRock Constitution allows Smurfit WestRock, in its absolute discretion, to create an instrument of transfer and pay (or procure the payment of) any stamp duty, which is the legal obligation of a transferee. In the event of any such payment, Smurfit WestRock is (on behalf of itself or its affiliates) entitled to (i) seek reimbursement of the stamp duty from the transferee, (ii) set off the stamp duty against future dividends payable to the transferee of those ordinary shares and (iii) claim a lien against the ordinary shares on which it has paid stamp duty to the extent permitted under the Irish Companies Act. Parties to a share transfer should not assume that any stamp duty arising in respect of a transaction in Smurfit WestRock ordinary shares has been paid unless one or both of such parties is otherwise notified by Smurfit WestRock.

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The Smurfit WestRock Constitution as it will be in effect as of the effective date of the Combination delegates to Smurfit WestRock’s secretary (or such other person as may be nominated by the secretary for this purpose) the authority to execute an instrument of transfer on behalf of a transferring party.

The Smurfit WestRock Board may suspend registration of transfers from time to time, not exceeding 30 days in aggregate each year.

Dividends

Under Irish law, dividends and distributions may be made only from distributable reserves. Distributable reserves generally means accumulated realized profits less accumulated realized losses and includes reserves created by way of capital reduction. In addition, no distribution or dividend may be made unless the net assets of Smurfit WestRock are equal to, or in excess of, the aggregate of Smurfit WestRock’s called up share capital plus undistributable reserves and the distribution does not reduce Smurfit WestRock’s net assets below such aggregate. Undistributable reserves include the share premium account, the capital redemption reserve fund and the amount by which Smurfit WestRock’s accumulated unrealized profits, so far as not previously utilized by any capitalization, exceed Smurfit WestRock’s accumulated unrealized losses, so far as not previously written off in a reduction or reorganization of capital.

The determination as to whether or not Smurfit WestRock has sufficient distributable reserves to fund a dividend must be made by reference to “relevant accounts” of Smurfit WestRock. The “relevant accounts” will be either the last set of unconsolidated annual audited financial statements or other financial statements properly prepared in accordance with the Irish Companies Act, which give a “true and fair view” of Smurfit WestRock’s unconsolidated financial position and accord with accepted accounting practice. The relevant accounts must be filed in the Companies Registration Office (the official public registry for companies in Ireland).

Although Smurfit WestRock will not have any distributable reserves immediately following the Merger Effective Time, WestRock, Smurfit Kappa and Smurfit WestRock are taking steps to create such distributable reserves, which includes the WestRock Distributable Reserves Proposal and the proposal to create distributable reserves on which Smurfit Kappa Shareholders will vote at the EGM. Please see the section of this proxy statement/prospectus entitled “Risk Factors — Smurfit WestRock will seek Irish High Court approval of the creation of distributable reserves. Smurfit WestRock expects this will be forthcoming, but cannot guarantee this.”

The Smurfit WestRock Constitution authorizes the Smurfit WestRock Board to declare dividends out of funds lawfully available without shareholder approval. The Smurfit WestRock Board may also recommend a dividend to be approved and declared by Smurfit WestRock Shareholders at a general meeting. The Smurfit WestRock Board may direct that the payment be made by distribution of assets, shares or cash and no dividend issued may exceed the amount recommended by the directors. Dividends may be declared and paid in the form of cash or non-cash assets and may be paid in U.S. dollars or any other currency.

The Smurfit WestRock Board may deduct from any dividend payable to any shareholder any amounts payable by such shareholder to Smurfit WestRock in relation to the shares of Smurfit WestRock held by such shareholder.

The holders of the Series A Preference Shares will be entitled in priority to any payments of dividends on any other class of shares in the Smurfit WestRock to be paid annually on a fixed non-cumulative preferential dividend rate of 8% per annum.

Alteration of Share Capital

Under the Smurfit WestRock Constitution, Smurfit WestRock may, by ordinary resolution, consolidate and divide all or any of its share capital into shares of larger nominal value than its existing shares or subdivide its shares into smaller amounts than is fixed by its memorandum of association.

Smurfit WestRock also may, by special resolution (approval by not less than 75% of the votes cast in person or by proxy at a meeting of shareholders)and subject to confirmation by the Irish High Court, reduce or cancel its issued share capital in any manner permitted by the Irish Companies Act.

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Share Repurchases, Redemptions and Conversions

Overview

The Smurfit WestRock Constitution provides that any ordinary share which Smurfit WestRock has agreed to acquire will be deemed to be a redeemable share, unless the Smurfit WestRock Board resolves otherwise. Accordingly, for Irish company law purposes, the repurchase of ordinary shares by Smurfit WestRock may technically be effected as a redemption of those shares as described below under “Description of Smurfit WestRock Shares and the Smurfit WestRock Constitution — Share Repurchases, Redemptions and Conversions — Repurchases and Redemptions by Smurfit WestRock.” If the Smurfit WestRock Constitution did not contain such provision, all repurchases by Smurfit WestRock would be subject to many of the same rules that apply to purchases of Smurfit WestRock ordinary shares by subsidiaries described below under “— Purchases by Subsidiaries of Smurfit WestRock,” including the shareholder approval requirements described below and the requirement that any on-market purchases be effected on a “recognized stock exchange.” Except where otherwise noted, references elsewhere in this proxy statement/​prospectus to repurchasing or buying back ordinary shares of Smurfit WestRock refer to the redemption of ordinary shares by Smurfit WestRock or the purchase of ordinary shares of Smurfit WestRock by a subsidiary of Smurfit WestRock, in each case in accordance with the Smurfit WestRock Constitution and Irish company law as described below.

Repurchases and Redemptions by Smurfit WestRock

Under Irish law, a company may issue redeemable shares and redeem them out of distributable reserves or the proceeds of a new issue of shares for that purpose. As described in “The Transaction Agreement — Smurfit WestRock Distributable Reserves Creation and Certain Shareholder Resolutions,” Smurfit WestRock will not have any distributable reserves immediately following the Merger Effective Time, however, it will take steps to create such distributable reserves. All redeemable shares must also be fully-paid and the terms of redemption of the shares must provide for payment on redemption. Shares that are issued as redeemable, outside of other Smurfit WestRock shares, may, upon redemption, be cancelled or held in treasury. Based on the provision of the Smurfit WestRock Constitution described above, shareholder approval will not be required to redeem Smurfit WestRock redeemable shares.

Smurfit WestRock may also be given an additional general authority by its shareholders to purchase its own shares on-market, which would take effect on the same terms and be subject to the same conditions as applicable to purchases by Smurfit WestRock’s subsidiaries as described below.

The Smurfit WestRock Board may also issue preference shares which may be redeemed at the option of either Smurfit WestRock or the shareholder, depending on the terms of such preference shares. Please see the section of this proxy statement/prospectus entitled “The Transaction Agreement — Smurfit WestRock Distributable Reserves Creation and Certain Shareholder Resolutions” for additional information on preference shares.

Shareholder Meetings

Annual Meetings of Shareholders

Smurfit WestRock is required to hold an annual general meeting in each year (at intervals of no more than 15 months after the previous annual general meeting) in addition to any other meeting in that year and shall specify the meeting as such in the notices calling it. Subject to Section 176 of the Irish Companies Act, all general meetings may be held outside of Ireland.

Notice of an annual general meeting must be given to all Smurfit WestRock shareholders and to the auditors of Smurfit WestRock. The Smurfit WestRock Constitution provides for a minimum notice period of 21 clear days, which is the minimum permitted under Irish law. “Clear days” means calendar days and excludes (1) the date on which a notice is given and (2) the date of the meeting itself.

The only matters which must, as a matter of Irish company law, be transacted at an annual general meeting are the presentation of the annual accounts, balance sheet and reports of the directors and auditors,

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the appointment of new auditors and the fixing of the auditor’s remuneration (or delegation of same). If no resolution is made in respect of the reappointment of an existing auditor at an annual general meeting, the existing auditor will be deemed to have continued in office.

Extraordinary General Meetings of Shareholders

An extraordinary general meeting of Smurfit WestRock may be convened by (i) the board of directors or (ii) a requisition of the shareholders holding not less than 10% of the paid up share capital of Smurfit WestRock carrying voting rights.

Notice of an extraordinary general meeting must be given to all Smurfit WestRock shareholders and to the auditors of Smurfit WestRock. Under Irish law and the Smurfit WestRock Constitution, the minimum notice periods are 21 clear days’ notice in writing for extraordinary general meetings, provided that the notice period may be 14 clear days’ for an extraordinary general meeting where members who have the right to vote at such meeting are permitted to vote by electronic means and a special resolution reducing the period of notice to 14 days has been passed at the immediately preceding annual general meeting (or at a general meeting held since that annual general meeting).

In the case of an extraordinary general meeting convened by shareholders of Smurfit WestRock, the proposed purpose of the meeting must be set out in the requisition notice.

Quorum

The Smurfit WestRock Constitution provides that no business may be transacted at any general meeting unless a quorum is present. Except as provided in relation to an adjourned meeting, two persons entitled to vote upon the business to be transacted, each being a member or a proxy for a member or a duly authorized representative of a corporate member, shall be a quorum.

Board of Directors

Smurfit WestRock Directors’ Fees, Expenses, Pensions and Other Benefits

Under the Smurfit WestRock Constitution, compensation of Smurfit WestRock directors may be determined by the Smurfit WestRock Board from time to time. Each director shall be paid a fee (which shall be deemed to accrue from day to day) at such rate as may from time to time be determined by the board of directors.

Any director who holds any executive office or performs services which in the opinion of the Smurfit WestRock Board makes special exertion for the benefit of Smurfit WestRock or are outside the scope of the ordinary duties of a Smurfit WestRock director, may be paid extra compensation, including fee, salary, commission or otherwise as the Smurfit WestRock Board may determine.

The Smurfit WestRock directors may also reimburse any director for reasonable expenses incurred in attending and returning from meetings of the Smurfit WestRock Board, any committee of the Smurfit WestRock Board or general meetings or otherwise in connection with the business of Smurfit WestRock.

Any director may be paid a retirement benefit of an amount and on such terms as determined by the Smurfit WestRock Board. The Smurfit WestRock Board may establish or support, or assist in the establishment or support of, funds and trusts to provide pension, retirement, superannuation or similar payments or benefits to or in respect of the directors or former directors and grant pensions and allowances to those persons or their dependents either by periodic payment or a lump sum.

To the maximum extent permitted by applicable law, every present or former director or officer of Smurfit WestRock will be indemnified by Smurfit WestRock against any loss or liability incurred by him or her by reason of being or having been such a director or officer. The Smurfit WestRock Board may authorize the purchase or maintenance by Smurfit WestRock for any current or former director or officer of such insurance as is permitted by applicable law in respect of any liability which would otherwise attach to such current or former director or officer.

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Executive Directors

The Smurfit WestRock Board may appoint one or more directors to be the holder of any executive office on such terms as they may determine and, without prejudice to the terms of any contract entered into in any particular case, may at any time revoke or vary the terms of any such appointment.

Size of the Board

The Irish Companies Act provides for a minimum of two directors. Smurfit WestRock’s articles of association provide that the number of directors will be not less than two and not more than 21. At the Merger Effective Time, assuming eight individuals who are then members of the Smurfit Kappa Board and six individuals who are then members of the WestRock Board will become directors of Smurfit WestRock, the Smurfit WestRock Board will consist of 14 members. The number of directors will be determined by the Smurfit WestRock Board.

Election and Classification of Directors

The Smurfit WestRock Constitution provides that one third of the directors in office or, if their number is not three or a multiple of three, then the number nearest to but not exceeding one third, shall retire from office at every annual general meeting. The directors to retire at each annual general meeting shall be, firstly those who wish to retire and not to be re-appointed to office, and secondly, the directors who have been longest in office since their last appointment. As between directors of equal seniority the directors to retire shall, in the absence of agreement, be selected from among them by lot. Notwithstanding the foregoing, however, it is intended that Smurfit WestRock will in practice submit all of its directors for annual re-election.

For uncontested elections, Irish law and the Smurfit WestRock Constitution provide for the election of directors by way of an ordinary resolution at a general meeting (under which directors are elected by a majority of the votes cast), which could result in the number of directors falling below the prescribed minimum number of directors due to the failure of nominees to be elected. If the number of the directors is reduced below the fixed minimum number, all retiring directors who stood for re-election at that meeting are deemed to have been re-elected as directors, provided that such retiring directors (i) may only act for the purpose of filling an existing vacancy and may only perform duties as appropriate to maintain the company as a going concern and to comply with the company’s legal and regulatory obligations, and (ii) must convene, as soon as reasonably practicable, a general meeting of Smurfit WestRock for the purpose of appointing an additional director or additional directors to make up such minimum. For contested director elections, the Smurfit WestRock Constitution provides for the election of directors by a plurality of the votes cast.

Removal of Directors; Vacancies

Under the Irish Companies Act, the shareholders may, by an ordinary resolution, remove a director from office before the expiration of his or her term at a meeting held on no less than 28 days’ notice and at which the director is entitled to be heard. The power of removal is without prejudice to any claim for damages for breach of contract (e.g., employment contract) that the director may have against Smurfit WestRock in respect of his or her removal.

Under the Smurfit WestRock Constitution, the Smurfit WestRock Board may appoint a person who is willing to act to be a director, either to fill a vacancy or as an additional director. If the Smurfit WestRock Board fills a vacancy, the director shall hold office until the next election of directors and until his or her successor shall be elected.

Directors’ Conflict of Interest

Under Irish law, each director who has, directly or indirectly, a material interest of which he or she is aware in a transaction entered into or proposed to be entered into by Smurfit WestRock which to a material extent conflicts or may conflict with the interests of Smurfit WestRock, must disclose to Smurfit WestRock the nature and extent of his or her interest. Under the Smurfit WestRock Constitution, such director may not cast a vote at a on any resolution concerning a matter in which he or she has (to his knowledge), directly or

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indirectly, an interest which is material or a duty which, in a material way, conflicts or may conflict with the interests of the company. Such director will also not count in the quorum present at a meeting in relation to any such resolution on which he or she is not entitled to vote.

Powers of Smurfit WestRock Directors

Subject to the provisions of Irish law, the Smurfit WestRock Constitution and any directions given by special resolution, the business of Smurfit WestRock is managed by the Smurfit WestRock Board, which can exercise all the powers of Smurfit WestRock.

The Smurfit WestRock Board may delegate any of its powers to one director, a board committee, or any person or persons. A director, board committee, or person to whom any powers have been so delegated must exercise the powers delegated in accordance with any directions of the Smurfit WestRock Board.

Dissolution; Rights Upon Liquidation

The rights of Smurfit WestRock Shareholders to a return of Smurfit WestRock’s assets in a liquidation or winding up, following the settlement of all claims of creditors, are prescribed in the Smurfit WestRock Constitution, or will be prescribed in the terms of any preference shares issued by the directors of Smurfit WestRock from time to time. To the extent the Smurfit WestRock Constitution (or the terms of any preference shares issued by the directors of Smurfit WestRock from time to time) do not contain specific provisions in respect of a dissolution or winding up then, subject to the priorities of any creditors, the assets will be distributed to Smurfit WestRock Shareholders in proportion to the paid-up nominal value of the shares held. The Smurfit WestRock Constitution provides that the Smurfit WestRock Shareholders are entitled to participate pro rata in a winding up, but their right to do so may be subject to the rights of any preference shareholders to participate under the terms of any series or class of preference shares.

Irish Anti-Takeover Provisions

A transaction in which a third party seeks to acquire 30% or more of the voting rights in Smurfit WestRock will be governed by the Irish Takeover Panel Act 1997, and the Irish Takeover Rules made thereunder, and will be regulated by the Irish Takeover Panel. The “General Principles” of the Irish Takeover Rules and certain important aspects of the Irish Takeover Rules are described below.

General Principles

The Irish Takeover Rules are built on the following General Principles, which will apply to any transaction regulated by the Irish Takeover Panel:

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in the event of an offer, all holders of securities of the target company should be afforded equivalent treatment and, if a person acquires control of a company, the other holders of securities must be protected;

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the holders of the securities in the target company must have sufficient time and information to enable them to reach a properly informed decision on the offer; in addition, where it advises the holders of securities, the board of the target company must give its views on the effects of implementation of the offer on employment, conditions of employment and the locations of the target company’s places of business;

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the board of the target company must act in the interests of the company as a whole and must not deny the holders of securities the opportunity to decide on the merits of the offer;

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false markets must not be created in the securities of the target company, the offeror or of any other company concerned by the offer in such a way that the rise or fall of the prices of the securities becomes artificial and the normal functioning of the markets is distorted;

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an offeror must announce an offer only after ensuring that he or she can fulfill in full, any cash consideration, if such is offered, and after taking all reasonable measures to secure the implementation of any other type of consideration;

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a target company must not be hindered in the conduct of its affairs for longer than is reasonable by an offer for its securities; and

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a substantial acquisition of securities (whether such acquisition is to be effected by one transaction or a series of transactions) shall take place only at an acceptable speed and shall be subject to adequate and timely disclosure.

Mandatory Bid

Under certain circumstances, a person who acquires shares or other of Smurfit WestRock’s voting rights may be required under the Irish Takeover Rules to make a mandatory cash offer for Smurfit WestRock’s remaining outstanding shares at a price not less than the highest price paid for the shares by the acquirer (or any parties acting in concert with the acquirer) during the previous 12 months. This mandatory bid requirement is triggered if an acquisition of shares would (i) increase the aggregate holding of an acquirer (including the holdings of any parties acting in concert with the acquirer) to shares representing 30% or more of Smurfit WestRock’s voting rights, or (ii) in the case of a person holding (together with its concert parties) shares representing 30% or more of Smurfit WestRock’s voting rights, after giving effect to the acquisition, increase the percentage of the voting rights held by that person (together with its concert parties) by 0.05% within a 12-month period. Any person (excluding any parties acting in concert with the holder) holding shares representing more than 50% of the voting rights of Smurfit WestRock is not subject to these mandatory offer requirements in purchasing additional securities.

Voluntary Bid; Requirements to Make a Cash Offer and Minimum Price Requirements

A voluntary offer is an offer that is not a mandatory offer. If a person makes a voluntary offer to acquire outstanding ordinary shares of Smurfit WestRock, the offer price must be no less than the highest price paid for Smurfit WestRock Shares by that person or its concert parties during the three-month period prior to the commencement of the offer period. The Irish Takeover Panel has the power to extend the “look back” period to 12 months if the Irish Takeover Panel, taking into account the General Principles, believes it is appropriate to do so.

If an offeror or any party acting in concert with it has acquired Smurfit WestRock Shares (i) during the period of 12 months prior to the commencement of the offer period which represent more than 10% of Smurfit WestRock’s total ordinary shares or (ii) at any time after the commencement of the offer period, the offer must be in cash (or accompanied by a full cash alternative) and the price per ordinary share must not be less than the highest price paid by the offeror or any party acting in concert with it during, in the case of (i), the 12-month period prior to the commencement of the offer period and, in the case of (ii), the offer period. The Irish Takeover Panel may apply this rule to an offeror who, together with any party acting in concert with it, has acquired less than 10% of Smurfit WestRock’s total ordinary shares in the 12-month period prior to the commencement of the offer period if the Irish Takeover Panel, taking into account the General Principles, considers it just and proper to do so.

An offer period will generally commence from the date of the first announcement of the offer or possible offer. Where an offer period is commenced by the announcement of a possible offer, the potential offeror must, by no later than 42 days following the date of the possible offer announcement, either (i) announce a firm intention to make an offer for us in accordance with Rule 2.7 of the Irish Takeover Rules or (ii) announce that it does not intend to make such an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Irish Takeover Rule applies. This deadline can be extended at Smurfit WestRock’s request with the consent of the Irish Takeover Panel in accordance with Rule 2.6(c) of the Irish Takeover Rules.

Substantial Acquisition Rules

The Irish Takeover Rules also contain rules governing substantial acquisitions of shares which restrict the speed at which a person may increase his or her holding of shares and rights over shares to an aggregate of between 15% and 30% of the voting rights in Smurfit WestRock. Except in certain circumstances, an acquisition or series of acquisitions of shares or rights over shares representing 10% or more of the voting rights in Smurfit WestRock is prohibited if such acquisition(s), when aggregated with shares or rights already

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held, would result in the acquirer holding 15% or more but less than 30% of the voting rights in Smurfit WestRock, and such acquisitions are made within a period of seven days. These rules also require accelerated disclosure of acquisitions of shares or rights over shares relating to such holdings.

Frustrating Action

Under the Irish Takeover Rules, the Smurfit WestRock Board is not permitted to take any action which might frustrate an offer for Smurfit WestRock’s shares once the Smurfit WestRock Board has received an approach which may lead to an offer or has reason to believe an offer is or may be imminent, subject to certain exceptions. Potentially frustrating actions such as (i) the issue of shares, options or convertible securities or redemption or repurchase of shares, (ii) material acquisitions or disposals, (iii) entering into contracts other than in the ordinary course of business or (iv) any action, other than seeking alternative offers, which may result in frustration of an offer, are prohibited during the course of an offer or at any time during which the Smurfit WestRock Board has reason to believe an offer is imminent. Exceptions to this prohibition are available where:

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the action is approved by our shareholders at a general meeting;

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the Irish Takeover Panel has given its consent, where:

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it is satisfied the action would not constitute frustrating action;

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shareholders that hold 50% of the voting rights state in writing that they approve the proposed action and would vote in favor of

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it at a general meeting;

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the action is taken in accordance with a contract entered into prior to the announcement of the offer; or

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the decision to take such action was made before the announcement of the offer and either has been at least partially implemented or is in the ordinary course of business.

Insider Dealing

The Irish Takeover Rules also provide that no person, other than the offeror, who is privy to confidential price-sensitive information concerning an offer made in respect of the acquisition of a company (or a class of its securities) or a contemplated offer shall deal in relevant securities of the target during the period from the time at which such person first has reason to suppose that such an offer, or an approach with a view to such an offer being made, is contemplated to the time of (i) the announcement of such offer or approach or (ii) the termination of discussions relating to such offer, whichever is earlier.

Shareholder Rights Plan

The Smurfit WestRock Constitution expressly authorizes the Smurfit WestRock Board to adopt a shareholder rights plan, subject to applicable law.

Irish law does not expressly authorize or (subject to the frustrating action rules detailed above) prohibit companies from issuing share purchase rights or adopting a shareholder rights plan as an anti-takeover measure and there is no directly relevant case law on this issue.

Disclosure of Shareholding Ownership

Holders of beneficial interests in Smurfit WestRock Shares must comply with the beneficial ownership disclosure obligations contained in Section 13(d) of the Exchange Act and the rules promulgated thereunder.

In accordance with the Irish Companies Act, shareholders of Smurfit WestRock will be required to notify Smurfit WestRock of their shareholdings where the percentage of shares held by them in Smurfit WestRock reaches, exceeds or falls below 3%. Where a shareholder holds an interest of 3% or more in Smurfit WestRock Shares, such shareholder must notify Smurfit WestRock of any alteration of his or her interest that brings his or her total holding through the nearest whole percentage number, whether an increase or a

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reduction. Under the Smurfit WestRock Constitution, Smurfit WestRock may, by written notice, require any person whom Smurfit WestRock knows or has reasonable cause to believe to hold an interest in Smurfit WestRock Shares or to have held an interest to confirm whether that is the case and give further information as to their interest as requested.

The directors may serve any notice irrespective of whether or not the holder on whom it will be served may be dead, bankrupt, insolvent or otherwise incapacitated, and no such incapacity or any unavailability of information or inconvenience or hardship in obtaining the same will be a satisfactory reason for failure to comply with the required notice. However, if the directors think, in their absolute discretion, that waiver of compliance is necessary, they may waive compliance in whole or in part with any notice.

Uncertificated Interests in Smurfit WestRock Shares

Smurfit WestRock Street Name Book-Entry Interests

In order for the Smurfit WestRock Shares to be directly listed on the NYSE they must be eligible for deposit and clearing through DTC, a central securities depository that provides settlement services for companies whose securities are listed on the NYSE. DTC is an intermediated settlement system where the DTC Nominee is recorded on the register of members as the holder of legal title to the uncertificated Smurfit WestRock Shares and trades in those shares are reflected by changes in DTC’s book-entry system, instead of through a change to the register of members.

The DTC Nominee holds securities deposited by DTC Participants and facilitates post-trade settlement among DTC Participants of transactions in deposited securities through electronic computerised book-entry transfers between DTC Participants’ accounts. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organisations. Indirect access to DTC is also available to intermediaries that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly. Purchases of Smurfit WestRock Shares held through DTC must be made by or through a direct DTC Participant, which will receive a credit in respect of the Smurfit WestRock Shares on DTC’s records. The ownership interest of each actual purchaser of Smurfit WestRock Shares (i.e., the beneficial owner) is in turn to be recorded on the direct and indirect DTC Participants’ records (such interests, the “Smurfit WestRock Street Name Book-Entry Interests”).

Depositary Interests

Subject to Completion, applications will be made for the Smurfit WestRock Shares to be admitted to the standard listing segment of the Official List of the FCA and to trading on the LSE’s main market for listing securities.

In order to settle transactions on the LSE, interests in Smurfit WestRock Shares will need to be held as Depositary Interests. The DIs will be issued by the DI Depositary through CREST, however the Smurfit WestRock Shares underlying the Depositary Interests will be registered in the name of DTC Nominee. DTC will credit the DI Custodian’s DTC Participant account with book-entry interests in respect of the Smurfit WestRock Shares to be represented by the Depositary Interests, and the DI Depositary will in turn create and issue Depositary Interests to the securities custody accounts of the relevant CREST Participants.

Depositary Interests provide the holder with ultimate beneficial ownership of the underlying ordinary shares of Smurfit WestRock. Following Completion, the legal title to these ordinary shares is held by Cede & Co., which we refer to as the DTC Nominee, holding the beneficial title to those Smurfit WestRock Shares on behalf of DI holders.

Each DI represents a beneficial interest in one Smurfit WestRock ordinary share and, unlike Smurfit WestRock Shares, each DI can be held, transferred and settled electronically through CREST, and will be used to settle Smurfit WestRock Shares traded electronically on the financial market operated by the LSE.

Differences between Smurfit WestRock Shares and Uncertificated Interests in Smurfit WestRock Shares

There are a number of differences between holding Depositary Interests or Smurfit WestRock Street Name Book-Entry Interests and Smurfit WestRock Shares. The major differences are that:

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Shareholders who hold their interests in Smurfit WestRock Shares through either Depositary Interests or Smurfit WestRock Street Name Book-Entry Interests (“Uncertificated Interest Holders”) do not have legal title in the underlying Smurfit WestRock Shares to which the Depositary Interests relate (the chain of title in the Smurfit WestRock Shares underlying the interests is summarized above);

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Uncertificated Interest Holders are not able to vote personally as shareholders at a meeting of Smurfit WestRock. Instead, Uncertificated Interest Holders are provided with a voting instruction form which will enable them to instruct, via an omnibus proxy arrangement the DTC Nominee in relation to the exercise of voting rights. In addition, an Uncertificated Interest Holder is able to request the DTC Nominee to appoint the Uncertificated Interest Holders or a third party nominated by the Uncertificated Interest Holders as its proxy so that the proxy so appointed may exercise the votes attaching to the Smurfit WestRock Shares; and

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Uncertificated Interest Holders will not be directly entitled to certain other rights conferred on holders of Smurfit WestRock Shares, including the right to apply to an Irish court for an order on the grounds that the affairs of Smurfit WestRock are being conducted in a manner which is unfairly prejudicial to the interests of Smurfit WestRock Shareholders.

Alternatively, Uncertificated Interest Holders can convert their interests into Smurfit WestRock Shares in sufficient time before the relevant meeting, in which case they will be able to vote personally as shareholders of Smurfit WestRock.

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COMPARISON OF THE RIGHTS OF HOLDERS OF WESTROCK STOCK AND
SMURFIT WESTROCK SHARES

The following is a summary discussion of the material differences between the rights of WestRock Stockholders before consummation of the Combination and the rights of Smurfit WestRock Shareholders after consummation of the Combination. The rights of WestRock Stockholders are currently governed by the WestRock bylaws, the WestRock certificate of incorporation and Delaware law, including the DGCL. Upon Completion, WestRock Stockholders will become shareholders of Smurfit WestRock and Smurfit WestRock’s current constitution will be amended to be in substantially the form attached as Annex B to this proxy statement/prospectus, which is incorporated herein by reference. As a result, the rights of WestRock Stockholders following the Combination will be governed by the Smurfit WestRock Constitution and the laws of Ireland.

The following description does not purport to be a complete statement of all the differences, or a complete description of the specific provisions referred to in this summary. The identification of specific differences is not intended to indicate that other equally or more significant differences do not exist. This summary does not reflect any of the rules of the NYSE or LSE that may apply to Smurfit WestRock or WestRock in connection with the Combination or otherwise. This summary is qualified in its entirety by reference to the WestRock bylaws, the WestRock certificate of incorporation, the Smurfit WestRock Constitution, Delaware law (including the DGCL) and Irish law (including the Irish Companies Act), which you are urged to read carefully. WestRock has filed with the SEC the WestRock bylaws and the WestRock certificate of incorporation referenced in this summary of shareholder rights and will send copies to you without charge, upon your request. See the section of this proxy statement/prospectus entitled “Where You Can Find More Information.”

WestRock	Smurfit WestRock
ORGANIZATIONAL DOCUMENTS
The rights of WestRock Stockholders are currently governed by Delaware law, including the DGCL, as well as the WestRock certificate of incorporation and the WestRock bylaws.	On Completion, the rights of Smurfit WestRock Shareholders will be governed by Irish law, including the Irish Companies Act, as well as the Smurfit WestRock Constitution.
SHARE CAPITAL
Authorized and Outstanding Shares
The WestRock certificate of incorporation authorizes 600,000,000 shares of common stock, par value $0.01 per share, and 30,000,000 shares of preferred stock, par value $0.01 per share. WestRock Stock is listed on the NYSE under the symbol “WRK.” There are no shares of WestRock preferred stock currently outstanding.	On Completion, the authorized share capital of Smurfit WestRock will be US$10,000,000 and €25,000, divided into 9,500,000,000 ordinary shares of US$0.001 each, 500,000,000 preference shares of $0.001 each and 25,000 Euro deferred shares of €1.00 each. The authorized share capital of Smurfit WestRock will include 25,000 deferred shares of €1.00 each which will remain in issue for the purpose of meeting minimum capital maintenance requirements under Irish law. Smurfit WestRock Shares will be listed on the NYSE under the symbol “SW” and on the LSE under the symbol “SWR”. Prior to the re-registration of Smurfit WestRock as a public limited company, Smurfit WestRock will have issued 10,000 Series A Preference Shares to Matsack Nominees (or its affiliate) in exchange for the provision of legal services, for services to be rendered by Matsack Nominees. Upon

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WestRock	Smurfit WestRock
​	consummation of the Combination, Smurfit WestRock will have an estimated 519,414,477 ordinary shares issued and outstanding (which includes 46,495 shares subject to unvested WestRock Director RSU Awards and 125,083 shares subject to vested and deferred WestRock Director RSU Awards), as well as an estimated 10,000 Series A Preference Shares and an estimated 25,000 deferred shares.
Preferred Shares
Under the WestRock certificate of incorporation, the WestRock Board is authorized to provide for the issuance of preferred stock in one or more series and to fix the rights and preferences related thereto.	The Smurfit WestRock Board are empowered, subject to the Irish Companies Act, to cause preference shares of $0.001 each in the capital of Smurfit WestRock to be issued from time to time as shares of one or more class or series of preference shares, with the sanction of a resolution of the Smurfit WestRock Board, on the following terms: • that the Smurfit WestRock Board can fix the distinctive designation of such class or series and the number of shares which shall constitute such class or series, which number may be increased (except as otherwise provided by the directors in creating such series) or decreased (but not below the number of shares thereof then in issue) from time to time by resolution of the directors; • that they are to be redeemed (the manner and terms of redemption in all cases to be set by the directors) on the happening of a Specified Event (as defined in the Smurfit WestRock Constitution) or on a given date; • that they are liable to be redeemed at the option of the Smurfit WestRock; • that they are liable to be redeemed at the option of the holder; and/or • with any such other preferred, deferred, qualified or other special rights or such restrictions, whether in regard to dividend, voting, return of capital, conversion or otherwise, as the directors by resolution shall determine. The Smurfit WestRock Board are authorized to change the designations, rights, preferences and limitations of any series of preference shares previously established where no shares of which have been issued. Under the Smurfit WestRock Constitution, the Smurfit WestRock Board may issue preference shares without shareholder approval once authorized to do so by the Smurfit WestRock Constitution or by an ordinary resolution adopted

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WestRock	Smurfit WestRock
​	by the shareholders at a general meeting. This authorization may be granted for a maximum period of five years, so it must be renewed by the shareholders by an ordinary resolution on or before the expiry of this term (if Smurfit WestRock wishes to issue further shares after the termination of the authorization).
Certificated Shares
Under the WestRock bylaws, each WestRock Stockholder is entitled to have a certificate or certificates, certifying the number and kind of shares owned by such WestRock Stockholder signed by the President or an Executive Vice President and the Secretary and sealed with the seal of WestRock. Where such certificate is signed by a transfer agent and by a registrar, the signatures of WestRock officers and the corporate seal may be facsimile, engraved or printed. If any officer who signed, or whose facsimile signature was used on, any such certificate ceases to be such officer of WestRock, whether by death, resignation or otherwise, before such certificate is delivered by WestRock, such certificate will nevertheless be deemed to have been adopted by WestRock and may be issued and delivered as though the person who signed, or whose facsimile signature is been used on, such certificate, had not ceased to be such officer of WestRock.	Shares in an Irish public limited company such as Smurfit WestRock can be issued and held either in a so-called “certificated form” ​(i.e., hard copy share certificates are issued to shareholders) or a so-called “uncertificated form” ​(i.e., dematerialized). All shareholders’ names must be entered into the register of members maintained by an Irish public limited company in order to acquire legal title to the shares. To make shares in an Irish public limited company deliverable for trading on an exchange, the shares are required to be issued in uncertificated form. To achieve this, certain Smurfit WestRock Shares issued pursuant to the Smurfit Kappa Share Exchange will be transferred to the DTC Nominee. The DTC Nominee will become the registered legal holder of such Smurfit WestRock Shares as well as the legal holder of all rights associated with such shares.
Preemptive Rights
There are no preemptive rights relating to shares of WestRock Stock.	Under Irish law, unless otherwise authorized, when an Irish public limited company issues shares for cash to new shareholders, it is required first to offer those shares on the same or more favorable terms to existing shareholders of the company on a pro rata basis, commonly referred to as the statutory preemption right. Shareholders may opt out of these statutory preemption rights by special resolution adopted by the shareholders at a general meeting (approval by not less than 75% of the votes cast in person or by proxy), for a maximum of five years before requiring renewal. Statutory preemption rights do not apply (i) where equity securities are allotted for non-cash consideration (such as in a share-for-share acquisition), (ii) to the allotment of non-equity securities (that is, securities that have the right to participate only up to a specified amount in any income or capital distribution) or (iii) where shares are allotted pursuant to an employees’ share scheme or similar equity plan. It is expected that, prior to Completion, the

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WestRock	Smurfit WestRock
​	nominee shareholder of Smurfit WestRock will pass resolutions authorizing the Smurfit WestRock Board, for a period of 15 months from the Merger Effective Time or until the next annual general meeting of Smurfit WestRock, whichever is shorter, to limit or exclude such statutory preemption rights (i) in relation to any issue of Smurfit WestRock Shares and/or grant of rights to acquire Smurfit WestRock Shares for general purposes up to a maximum of such number of Smurfit WestRock Shares (or rights to acquire just Smurfit WestRock Shares), as is equal to 5% of the total number of issued Smurfit WestRock Shares in issue following the Merger Effective Time and, further, (ii) in relation to any issue of Smurfit WestRock Shares and/or grant of rights to acquire Smurfit WestRock Shares in connection with or on the occasion of mergers, acquisitions and/or strategic alliances of up to a maximum of such number of Smurfit WestRock Shares (or rights to acquire Smurfit WestRock Shares), as is equal to 5% of the total number of issued Smurfit WestRock Shares in issue following the Merger Effective Time.
Redemption or Repurchase of Shares
There are no redemption, sinking fund or conversion rights relating to shares of WestRock Stock. Under the DGCL, a corporation may redeem or repurchase its own shares, except that generally it may not redeem or repurchase those shares if the capital of such corporation is impaired at the time or would become impaired as a result of the redemption or repurchase of such shares. If WestRock were to designate and issue shares of a series of preferred stock that is redeemable in accordance with its terms, such terms would govern the redemption of such shares.	Subject to and in accordance with the provisions of the Irish Companies Act and without prejudice to any relevant special rights attached to any class of shares, Smurfit WestRock may purchase any of its own shares of any class and so that any shares to be so purchased may be selected in any manner whatsoever and cancelled or held by Smurfit WestRock as treasury shares. Smurfit WestRock shall not make a market purchase of its shares unless such purchase has first been authorized by an ordinary resolution of Smurfit WestRock. Smurfit WestRock may not make an off-market purchase of its own shares unless pursuant to a contract authorized in advance by a special resolution of Smurfit WestRock. It is expected that, prior to Completion, the nominee shareholder of Smurfit WestRock will pass resolutions authorizing the Smurfit WestRock Board to make such purchases, such authority to expire on the date of the first annual general meeting of Smurfit WestRock following Completion. In accordance with the Irish Companies Act any redemptions of shares must be funded out of Smurfit WestRock’s distributable reserves or from the proceeds of a fresh issue of shares. In line with market practice for Irish issuers in the

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WestRock	Smurfit WestRock
​	United States, Smurfit WestRock expects to seek resolutions on an annual basis that will allow for market repurchases of shares. The Smurfit WestRock Constitution provides that any ordinary share which Smurfit WestRock has agreed to acquire will be deemed to be a redeemable share, unless the Smurfit WestRock Board resolves otherwise. Accordingly, for Irish company law purposes, the repurchase of ordinary shares by Smurfit WestRock may technically be effected as a redemption of those shares. Smurfit WestRock will be subject to the requirements of U.K. MAR in respect of repurchases on the London Stock Exchange, including the buyback safe-harbor procedures relating to maximum purchases of daily volume, purchases during the auction phase and reporting requirements.
Rights to Dividends
Under the DGCL, stockholders of a corporation are entitled to receive dividends as may be declared from time to time by the board of directors of such corporation out of funds legally available for the payment of dividends.	Subject to the provisions of the Irish Companies Act, Smurfit WestRock may, by ordinary resolution, declare dividends in accordance with the respective rights of the members, but no dividend shall exceed the amount recommended by the Smurfit WestRock Board. Subject to the provisions of the Irish Companies Act, the Smurfit WestRock Board may declare interim dividends if it appears to the board that they are justified by the profits of Smurfit WestRock available for distribution. If the Smurfit WestRock Board acts in good faith, it shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights. A general meeting declaring a dividend may, on the recommendation of the Smurfit WestRock Board by ordinary resolution, direct that payment of any dividend be satisfied wholly or partly by the distribution of assets, including without limitation paid up shares or debentures of any other company. The Smurfit WestRock Board may, if authorized by an ordinary resolution of Smurfit WestRock, offer any holder of shares the right to elect to receive shares, credited as fully paid, instead of cash in respect of the whole (or part thereof) of all or any dividend specified by that resolution.

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WestRock	Smurfit WestRock
​	No dividend or other monies payable in respect of a share shall bear interest against Smurfit WestRock unless otherwise provided by the rights attached to the share. It is anticipated that the holders of the Series A Preference Shares will be entitled in priority to any payments of dividends on any other class of shares in the Smurfit WestRock to be paid annually on a fixed non-cumulative preferential dividend rate of 8% per annum.
Rights of Dissenting Shareholders
Under the DGCL, stockholders may exercise appraisal rights to receive payments in cash for the fair value of his or her shares as appraised by the Court of Chancery of the State of Delaware in the event of certain mergers and consolidations in lieu of the consideration otherwise provided thereby. However, stockholders do not have appraisal rights if the shares of stock they hold, at the record date for determination of stockholders entitled to vote at the meeting of stockholders to act upon the merger or consolidation (or, in the case of a merger pursuant to Section 251(h) of the DGCL, as of immediately prior to the execution of the agreement of merger), or on the record date with respect to action by written consent, are either (1) listed on a national securities exchange or (2) held of record by more than 2,000 holders. This is sometimes referred to as the “market out” exception to appraisal rights. Further, no appraisal rights are available to stockholders of the surviving corporation if the merger did not require the vote of the stockholders of the surviving corporation as provided in Section 251(f) of the DGCL. Notwithstanding the “market out” exception described above, appraisal rights are available if stockholders are required by the terms of the transaction agreement to accept for their shares anything other than (1) shares of stock of the surviving or resulting corporation in the applicable merger or consolidation, or depositary receipts in respect thereof, (2) shares of stock or depositary receipts in respect thereof of another corporation that will either be listed on a national securities exchange or held of record by more than 2,000 holders, (3) cash in lieu of fractional shares or depositary receipts in respect thereof described in clauses (1)  – (2) or (4) any combination of clauses (1)  – (3). Appraisal rights are also available under the DGCL where the certificate of incorporation so provides.	Irish law does not generally provide for appraisal or dissenters’ rights. However Irish law provides for dissenters’ rights in certain situations, as described below. • Under a takeover offer, an offeror which has acquired or contracted to acquire not less than 80% of the shares to which the offer relates may require the other shareholders who did not accept the offer to transfer their shares on the terms of the offer. Dissenting shareholders have the right to apply to the Irish High Court for relief. • A takeover scheme of arrangement which has been approved by the requisite shareholder majority and sanctioned by the Irish High Court will be binding on all shareholders. Dissenting shareholders have the right to appear at the Irish High Court hearing and make representations in objection to the scheme. • In the case of a (i) domestic or cross-border statutory merger, if the consideration being paid to shareholders is not all in the form of cash, or (ii) a cross-border conversion of a company incorporated in one European Economic Area jurisdiction into a company formed in another European Economic Area jurisdiction, in each case, under the European Union (Cross-Border Conversion, Mergers and Divisions) Regulations 2023 or the Irish Companies Act, dissenting shareholders may be entitled to require their shares be acquired for cash.

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WestRock	Smurfit WestRock
Disclosure of Interests
Holders of beneficial interests in WestRock capital stock must comply with the beneficial ownership disclosure obligations contained in section 13(d) of the Exchange Act and the rules promulgated thereunder.	Holders of beneficial interests in Smurfit WestRock Shares must comply with the beneficial ownership disclosure obligations contained in section 13(d) of the Exchange Act and the rules promulgated thereunder. In addition, Smurfit WestRock will be required to comply with the disclosure obligations under the Irish Companies Act, the DTRs and the Irish Takeover Rules. The disclosure obligations under the Transparency (Directive 2004/109/EC) Regulations 2007 will not apply to Smurfit WestRock In accordance with the Irish Companies Act, shareholders of Smurfit WestRock will be required to notify Smurfit WestRock of their shareholdings where the percentage of shares held by them in Smurfit WestRock reaches, exceeds or falls below 3%. Where a shareholder holds an interest of 3% or more in Smurfit WestRock Shares, such shareholder must notify Smurfit WestRock of any alteration of his or her interest that brings his or her total holding through the nearest whole percentage number, whether an increase or a reduction. There is no obligation on Smurfit WestRock to make this public. Under the DTRs, shareholders of Smurfit WestRock will be required to notify Smurfit WestRock and the FCA of their shareholdings where the percentage of voting rights held in Smurfit WestRock reaches, exceeds or falls below 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75%. Smurfit WestRock will then be required to make this information public. In addition, following the announcement of a potential offer, the disclosure requirements under the Irish Takeover Rules will apply.
SHAREHOLDER MEETINGS
Time and Place of Meetings
Under the WestRock bylaws, meetings of WestRock Stockholders shall be held at such time and place, or by remote communication, as the WestRock Board may designate. Under the WestRock bylaws, notice of a meeting of WestRock Stockholders shall be given not less than 10 nor more than 60 days before the date of such meeting.	Under the Smurfit WestRock Constitution, meetings of Smurfit WestRock Shareholders shall be held at a time and place as determined by the Smurfit WestRock Board, subject to at least one shareholder meeting being held in each year (at intervals of no more than 15 months after the previous annual general meeting), being the company’s annual general meeting. Notice of a general meeting must be given to the directors, company secretary, shareholders and

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WestRock	Smurfit WestRock
​	auditors. Under the Smurfit WestRock Constitution, the minimum notice period for an annual general meeting is 21 clear days’ notice in writing. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at the meeting. Under the Irish Companies Act, shareholders holding not less than 10% of the paid up share capital in Smurfit WestRock may also require the directors to convene a shareholder meeting.
Voting Rights, Cumulative Voting
WestRock Stockholders are entitled to one vote for each share of WestRock Common Stock registered in their name on the books of WestRock as of the record date fixed for the applicable meeting. WestRock Stockholders do not have the right to vote cumulatively in electing directors.	Under the Smurfit WestRock Constitution, for any resolution to be decided by way of a poll, each holder of Smurfit WestRock Shares is entitled to one vote for each Smurfit WestRock Share that he or she holds as of the record date for the meeting. For so long as the Smurfit WestRock Shares are listed on the NYSE / under the Smurfit WestRock Constitution, all resolutions put to a vote of Smurfit WestRock Shareholders at a general meeting will be decided by way of poll. Cumulative voting is not recognized under Irish law.
Action by Written Consent
Under the WestRock certificate of incorporation, any action by WestRock Stockholder must be effected at a duly called meeting of WestRock Stockholders and may not be effected by any consent in writing in lieu of a meeting of WestRock Stockholders.	Under Irish law, a public limited company’s shareholders can pass a resolution by unanimous written consent.
Quorum
Under the DGCL, no business may be transacted at any meeting of the stockholders unless a quorum is present. Under the WestRock bylaws, the holders of shares of the outstanding stock of WestRock representing a majority of the total votes entitled to be cast at any meeting of WestRock Stockholders, if present in person or by proxy, shall constitute a quorum for the transaction of business.	The Smurfit WestRock Constitution provides that no business other than the appointment of a chair shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Except as provided in relation to an adjourned meeting, two persons entitled to vote upon the business to be transacted, each being a member or a proxy for a member or a duly authorized representative of a corporate member, shall be a quorum.
Annual Meetings of Shareholders
Under the DGCL, if a corporation has not held its annual meeting of stockholders for a period of 30 days after the date designated, or if no date has been designated, for a period of 13 months after its last annual meeting, the court may summarily order a meeting to be held upon the application of any stockholders or director.	Under the Irish Companies Act, Smurfit WestRock will be required to hold annual general meetings at intervals of no more than 15 months after the previous annual general meeting, provided that an annual general meeting is held in each calendar year. The only matters which must, as a matter of Irish

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WestRock	Smurfit WestRock
Under the WestRock bylaws, annual meetings of WestRock Stockholders shall be held at such time and place as the WestRock Board may designate, for the election of directors and for the transaction of such other business as may have been properly brought before the meeting in compliance with the provisions of the WestRock bylaws.	company law, be transacted at an annual general meeting are (i) the consideration of our Irish statutory financial statements for the previous year, the report of the directors thereon and the report of the auditors on those statements and that report, (ii) a review by the members of our affairs, (iii) the appointment or re-appointment of our statutory auditors and the fixing of the auditor’s remuneration or delegation of same and (iv) the election or re-election of directors (as appropriate). If no resolution is made in respect of the reappointment of our statutory auditor at an annual general meeting, the previous auditor will be deemed to have continued in office.
Special Meetings of Shareholders
Under the WestRock bylaws, special meetings of WestRock Stockholders may be may be called at any time (i) by a majority of the WestRock Board, by the Chair of the WestRock Board, or by the President of WestRock or (ii) by WestRock if a timely request in proper written form from the holders of at least 50% of the voting power of the then-outstanding WestRock Stock is delivered to the Secretary of WestRock in accordance with the requirements of the WestRock bylaws. Under the WestRock bylaws, the WestRock Board shall fix the record date, time and place of the special meeting, which shall not be more than 60 nor less than 10 days before the date of the special meeting.	In accordance with the Irish Companies Act, extraordinary general meetings may be convened by (i) the Smurfit WestRock Board, (ii) on requisition of shareholders holding not less than 10% of Smurfit WestRock’s paid up share capital carrying voting rights, (iii) in certain circumstances, on requisition of Smurfit WestRock’s statutory auditors or (iv) in exceptional cases, by order of the Irish High Court. Extraordinary general meetings are generally held for the purposes of approving shareholder resolutions as may be required from time to time. The minimum notice period for an extraordinary general meeting to approve a special resolution (approval by not less than 75% of the votes cast in person or by proxy at a general meeting of our shareholders) is 21 clear days’ notice in writing. Any other extraordinary meeting must also be called by at least 21 clear days’ notice, except that it may be called by 14 clear days’ notice where (i) all holders who hold shares that carry rights to vote at the meeting are permitted to vote by electronic means either before and/or at the meeting; and (ii) a special resolution reducing the period of notice to 14 clear days has been passed at the immediately preceding annual general meeting, or at a general meeting held since that meeting. In the case of an extraordinary general meeting requisitioned by Smurfit WestRock Shareholders, the proposed objects of the meeting must be set out in the requisition notice which must be deposited at Smurfit WestRock’s registered office. Upon receipt of this requisition notice, Smurfit WestRock Board has 21 days to convene a meeting Smurfit WestRock Shareholders to vote on the matters set out in the requisition notice. This meeting must be held within

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WestRock	Smurfit WestRock
​	two months of the receipt of the requisition notice. If the Smurfit WestRock Board does not convene the meeting within such 21-day period, the requisitioning shareholders, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a general meeting of shareholders, which meeting must be held within three months of the receipt of the requisition notice.
Shareholder Proposals
Under the WestRock bylaws, for any business or nominations of individuals for election to the WestRock Board to be properly brought before an annual meeting of WestRock Stockholders by a WestRock Stockholder, such WestRock Stockholder must have given notice thereof in writing to the Secretary of WestRock not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting of WestRock Stockholders; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, such notice must be delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 7th day following the day on which public announcement of the date of such meeting is first made by WestRock.	Under the Smurfit WestRock Constitution, for any business or nominations of individuals for election to the Smurfit WestRock Board to be properly brought before a general meeting of Smurfit WestRock Shareholders by a Smurfit WestRock Shareholder, such Smurfit WestRock Shareholder must have given notice thereof in writing to the Secretary of Smurfit WestRock not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting of Smurfit WestRock Shareholders (provided that for purposes of Smurfit WestRock’s first annual general meeting held after Completion, such first anniversary date will be deemed to be April 26, 2025); provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, such notice must be delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by Smurfit WestRock.
SHAREHOLDER SUITS
WestRock may be sued under the DGCL, by a WestRock Stockholder, who may bring a derivative action on behalf of the corporation to enforce the rights of the corporation. Generally, a person or entity may institute and maintain such a suit only if such person or entity was a stockholder at the time of the transaction that is the subject of the suit or if his, her or its shares thereafter devolved upon him, her or it by operation of law. The DGCL also requires that the derivative plaintiff make a demand on the directors of the corporation to assert the corporate claim before the suit may be prosecuted by the derivative plaintiff, unless such demand would be futile. WestRock may also be sued under U.S. federal	In Ireland, the decision to institute proceedings is generally taken by a company’s board of directors, who will usually be empowered to manage the company’s business. In certain limited circumstances, a shareholder may be entitled to bring a derivative action on behalf of the company. The central question at issue in deciding whether a minority shareholder may be permitted to bring a derivative action is whether, unless the action is brought, a wrong committed against the company would otherwise go unredressed. The principal case law in Ireland indicates that to bring a derivative action a person must first establish a prima facie case (i) that the company is entitled to the relief claimed and (ii) that the action

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WestRock	Smurfit WestRock
securities laws.	falls within one of the five exceptions derived from case law, as follows:
​	• where an ultra vires or illegal act is perpetrated; • where more than a bare majority is required to ratify the “wrong” complained of; • where the shareholders’ personal rights are infringed; • where a fraud has been perpetrated upon a minority by those in control; or • where the justice of the case requires a minority to be permitted to institute proceedings. Shareholders may also bring proceedings against the company where the affairs of the company are being conducted, or the powers of the directors are being exercised, in a manner oppressive to the shareholders or in disregard of their interests. Oppression connotes conduct that is burdensome, harsh or wrong. Conduct must relate to the internal management of the company. This is an Irish statutory remedy, and the court can grant any order it sees fit, usually providing for the purchase or transfer of the shares of any shareholder. Smurfit WestRock may also be sued under U.S. federal securities laws.
RIGHTS OF INSPECTION
Under the DGCL, any stockholder may inspect a corporation’s books and records for a proper purpose.	In accordance with the Irish Companies Act, the register of shareholders of Smurfit WestRock may be inspected during business hours (1) for free, by its shareholders, and (2) for a fee by any other person. The service contracts, if any, of Smurfit WestRock’s directors can be inspected by shareholders without charge and during business hours. A “service contract” includes any contract under which such a director undertakes personally to provide services to the company or a subsidiary company, whether in that person’s capacity as a director, an executive officer or otherwise. Service contracts with an unexpired term of less than three years are not required to be kept for inspection. The shareholders of Smurfit WestRock may also inspect, without charge and during business hours, the minutes of meetings of the shareholders and obtain copies of the minutes for a fee.
BOARD OF DIRECTORS
Board Size
Under the WestRock certificate of incorporation	The Irish Companies Act provides for a minimum

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WestRock	Smurfit WestRock
and the WestRock bylaws, the number of directors of WestRock shall be determined from time to time only by resolution adopted by the WestRock Board.	of two directors for a public limited company. Under the Smurfit WestRock Constitution, unless otherwise determined by the Smurfit WestRock shareholders in a general meeting, the number of Directors shall not be more than twenty-one nor less than two.
Classification and Election
The WestRock Board is not classified. Under the WestRock bylaws, at each annual meeting or special meeting of WestRock Stockholders for the election of directors, at which a quorum is present, each director of WestRock shall be elected by the vote of the majority of the votes cast, provided that if as of a date that is 14 days in advance of the date WestRock files its definitive proxy statement (regardless of whether or not thereafter revised or supplemented) with the Securities and Exchange Commission the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors.	The Smurfit WestRock Constitution provides that one third of the directors in office or, if their number is not three or a multiple of three, then the number nearest to but not exceeding one third, shall retire from office at every annual general meeting. If at any annual general meeting the number of directors who are subject to retirement by rotation is two, one of such directors shall retire and if the number of such directors is one, that director shall retire. Retiring directors may offer themselves for re-election. The directors to retire at each annual general meeting shall be the directors who have been longest in office since their last appointment. As between directors of equal seniority the directors to retire shall, in the absence of agreement, be selected from among them by lot. Notwithstanding the foregoing, however, it is intended that Smurfit WestRock will in practice submit all of its directors for annual re-election. For uncontested elections, Irish law and the Smurfit WestRock Constitution provide for the election of directors by way of an ordinary resolution at a general meeting (under which directors are elected by a majority of the votes cast), which could result in the number of directors falling below the prescribed minimum number of directors due to the failure of nominees to be elected. If the number of the directors is reduced below the fixed minimum number, all retiring directors who stood for re- election at that meeting are deemed to have been re-elected as directors, provided that such retiring directors (i) may only act for the purpose of filling an existing vacancy and may only perform duties as appropriate to maintain the company as a going concern and to comply with the company’s legal and regulatory obligations, and (ii) must convene, as soon as reasonably practicable, a general meeting of Smurfit WestRock for the purpose of appointing an additional director or additional directors to make up such minimum. For contested director elections, the Smurfit WestRock Constitution provides for the election of directors by a plurality of the votes cast.
Removal

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WestRock	Smurfit WestRock
Under the WestRock bylaws, any WestRock director may be removed without cause, at any time, by the affirmative vote of the holders of at least a majority of the combined voting power of the then- outstanding shares of WestRock capital stock entitled to vote generally in the election of directors, voting together as a single class, at a special meeting of WestRock Stockholders duly called and held for the purpose or at an annual meeting of WestRock Stockholders.	In accordance with the Irish Companies Act, Smurfit WestRock, by ordinary resolution, may remove any director before the expiry of his or her period of office notwithstanding anything in the Smurfit WestRock Constitution or in any agreement between Smurfit WestRock and such director. This does not prevent such a person from claiming compensation or damages in respect of the termination. This power to remove a director by ordinary resolution is only available provided that notice of the intention to move any such resolution must be given to Smurfit WestRock not less than 28 days before the meeting at which the director is to be removed, and the director is entitled to be heard at such meeting. Any meeting at which it is proposed to remove a director by ordinary resolution must be convened on not less than 21 clear days’ notice. The Smurfit WestRock Constitution also provides that the office of a director will also be vacated if the director is restricted or disqualified to act as a director under the Irish Companies Act; becomes bankrupt; becomes, in the opinion of the majority of the other directors, incapable by reason of mental disorder of discharging his or her duties as a director; resigns his or her office by notice to Smurfit WestRock; is convicted of an indictable offence at the discretion of the Smurfit WestRock Board; has been absent from meetings of the Smurfit WestRock Board for more than six consecutive months without permission of the Smurfit WestRock Board and his or her alternative director (if any) did not attend such meetings in his or her place and the Smurfit WestRock Board resolves that his or her office is vacated by reason of absence; or is required in writing by three-quarters of the other directors to resign.
Vacancies
Under the WestRock bylaws, any vacancies on the WestRock Board caused by death, removal, resignation or any other cause and any newly created directorships resulting from any increase in the authorized number of directors, may be filled only by a majority of the WestRock directors then in office, even though less than a quorum, at any regular or special meeting of the WestRock Board, and any director so elected shall hold office for the remainder of the term that was being served by the director whose absence creates the vacancy, or, in the case of a vacancy created by an increase in the number of directors, a term expiring at the next	The Smurfit WestRock Constitution provides that vacancies in the board of directors may be filled by the Smurfit WestRock Board or, in the case of a vacancy caused by the removal of a director, by the Smurfit WestRock Shareholders by ordinary resolution at a general meeting. Any director appointed to fill a vacancy shall hold office until the next annual general meeting, provided that, in the case of a director appointed to replace a director that has been removed, such replacement director shall be subject to retirement at the same time as if he or she had become a director on the date on which the director in whose place he or she is

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annual meeting of WestRock Stockholders, and in each case until such director’s successor shall have been duly elected and qualified.	appointed was last appointed a director.
Powers of the Board of Directors
Under the WestRock bylaws, the business and property of WestRock shall be managed and controlled by the WestRock Board. The WestRock Board may, by resolution of a majority of the WestRock Board, designate one or more committees (each consisting of at least one director) and delegate any of its powers and authority to such committee, subject to applicable law.	Subject to the provisions of Irish law, the Smurfit WestRock Constitution and any directions given by special resolution, the business of Smurfit WestRock is managed by the board, which can exercise all the powers of Smurfit WestRock. The Smurfit WestRock Board may delegate any of its powers to one director, a board committee, or any person or persons. A director, board committee, or person to whom any powers have been so delegated must exercise the powers delegated in accordance with any directions of the board.
Fiduciary Duties of Directors
Under the DGCL, a corporation’s directors are charged with fiduciary duties of care and loyalty. The duty of care requires that directors act in an informed and deliberate manner and inform themselves, prior to making a business decision, of all relevant material information reasonably available to them. The duty of care also requires that directors exercise care in overseeing and investigating the conduct of corporate employees. The duty of loyalty may be summarized as the duty to act in good faith, not out of self-interest, and in a manner that the director reasonably believes to be in the best interests of the corporation and its stockholders. A party challenging the propriety of a decision of a board of directors typically bears the burden of rebutting the applicability of the presumptions afforded to directors by the “business judgment rule,” which presumes that the director acted in accordance with the duties of care and loyalty. If the presumption is not rebutted, the business judgment rule attaches to protect the directors and their decisions. Notwithstanding the foregoing, Delaware courts may subject directors’ conduct to enhanced scrutiny in respect of, among other matters, defensive actions taken in response to a threat to corporate control and approval of a transaction resulting in a sale of control of the corporation. Under the DGCL, a member of the board of directors, or a member of any committee designated by the board of directors, shall, in the performance of such member’s duties, be fully protected in relying in good faith upon the records of the corporation and upon such information, opinions, reports or statements presented to the corporation	Under Irish law, a fiduciary relationship exists between the directors and the company. The Irish Companies Act sets out eight principal fiduciary duties for directors, which are derived from common law and equitable principles, as follows: • to act in good faith in what the director considers to be the interests of the company; • to act honestly and responsibly in relation to the conduct of the affairs of the company; • to act in accordance with the company’s memorandum and constitution and to exercise his or her powers only for the purposes allowed by law; • not to use the company’s property, information or opportunities for his or her own benefit, or that of anyone else; • not to agree to restrict the director’s power to exercise an independent judgement. • to avoid conflicts of interest; • to exercise due care, skill and diligence; and • to have regard to the interests of the company’s employees in general and its shareholders. Such duties are owed to the company (not to individual shareholders or third parties) and only the company may take an action for breach of duty against a director. On a liquidation, this power may be exercised by the liquidator. In limited situations, shareholders may be able to bring a derivative action on behalf of the company. Additional statutory duties of directors include ensuring the maintenance of proper books of account, having annual statutory accounts prepared

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by any of the corporation’s officers or employees, or committees of the board of directors, or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the corporation.	and audited, maintaining certain registers, making certain filings and disclosing personal interests in securities of, and transactions with, Smurfit WestRock. Directors of public limited companies, such as Smurfit WestRock, also have a specific duty to ensure that the company secretary is a person with the requisite knowledge and experience to discharge the role. Directors may rely on information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by (i) other directors, officers or employees of the company whom the director reasonably believes to be reliable and competent in the matters prepared or presented, (ii) legal counsel, public accountants or other persons as to matters the director reasonably believes to be within their professional or expert competence or (iii) a committee of the board of which the director does not serve as to matters within its designated authority, which committee the director reasonably believed to merit confidence.
Indemnification of Directors and Officers
Under the DGCL, a corporation may indemnify a person made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding because such person is or was an officer, director, employee or agent of the corporation, or serves or served, at the request of the corporation, as director or officer of another entity. The DGCL permits a corporation to indemnify an officer, director, employee or agent for fines, judgments or settlements, as well as for expenses, in the context of actions other than derivative actions, if such person acted in good faith and reasonably believed that such person’s actions were in, or not opposed to, the best interests of the corporation and, in a criminal proceeding, if such person had no reasonable cause to believe that such person’s conduct was unlawful. Indemnification against expenses incurred by a director or officer in connection with a proceeding against such person for actions in such capacity is mandatory to the extent that such person has been successful on the merits or otherwise. A corporation may also indemnify a person made or threatened to be made a party to any threatened, pending or completed derivative action because such person was serving as a director, officer, employee or agent of the corporation, or was serving in such capacity in another entity at the request of the corporation, for expenses actually and reasonably incurred by such person in connection with the defense or settlement of such derivative action, if the person	The Irish Companies Act prescribes that an advance commitment to indemnify only permits a company to pay the costs or discharge the liability of a director or company secretary for any negligence, default, breach of duty or breach of trust where judgment is given in favor of the director or company secretary in any civil or criminal action in respect of such costs or liability, or where an Irish court grants relief because the director or company secretary acted honestly and reasonably and ought fairly to be excused. Any provision whereby an Irish company seeks to commit in advance to indemnify its directors or company secretary over and above the limitations imposed by the Irish Companies Act will be void, whether contained in its constitution or any contract between the company and the director or company secretary. This restriction does not apply to persons who would not be considered “officers” within the meaning of the Irish Companies Act. To the fullest extent permitted by Irish law, the Smurfit WestRock Constitution contains indemnification provisions for the benefit of Smurfit WestRock’s directors, company secretary and officers. Smurfit WestRock will also enter into customary indemnification arrangements with its directors, company secretary and certain officers of its subsidiaries which comply with Irish law.

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Smurfit WestRock

acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation. In the case of such derivative suits, the corporation may not make any indemnification if such person must have been adjudged to be liable to the corporation unless, and only to the extent that, the Court of Chancery (or other court in which the action was brought) determines that such person is fairly and reasonably entitled to indemnification for such expenses that the relevant court deems proper. Under the WestRock bylaws, each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was a director or officer of WestRock or is or was serving at the request of WestRock as a director, officer, trustee, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by WestRock (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, trustee, employee or agent or in any other capacity while serving as a director, officer, trustee, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith. Under the WestRock bylaws, indemnitees have the right to be paid by WestRock the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that if the DGCL requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the

In addition, due to the restrictive provisions of Irish law described above, it is expected that one of Smurfit WestRock’s subsidiaries will enter into indemnification agreements with each of Smurfit WestRock’s directors and officers, which agreements will provide indemnification and expense advancement that is customarily provided to directors and officers of publicly traded companies in the U.S. Smurfit WestRock is permitted under the Smurfit WestRock Constitution and the Irish Companies Act to take out directors’ and officers’ liability insurance, as well as other types of insurance, for its directors, officers, employees and agents. In order to attract and retain qualified directors and officers, Smurfit WestRock will maintain customary directors’ and officers’ liability insurance and other types of comparable insurance. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Smurfit WestRock pursuant to the foregoing provisions, or otherwise, Smurfit WestRock has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

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Corporation of an undertaking by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal that such director or officer is not entitled to be indemnified for such expenses. Under the WestRock bylaws, the right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition shall not be exclusive of any other right which any person may have. Under the WestRock bylaws, WestRock may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of WestRock or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not WestRock would have the power to indemnify such person against such expense, liability or loss under the DGCL. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of WestRock pursuant to the foregoing provisions, or otherwise, WestRock has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.	​
Limitation of Director Liability
Under Section 102(b)(7) of the DGCL, the certificate of incorporation of a corporation may eliminate or limit the liability of a director for monetary damages for breach of fiduciary duty as a director, except that such a provision may, not eliminate or limit the liability of a director: • for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; • under Section 174 of the DGCL (regarding unlawful payment of dividends or unlawful purchase or redemption of stock); or • for any transaction from which the director derived an improper personal benefit. The WestRock certificate of incorporation adopts the DGCL provisions (as described above) governing the limitation of personal liability of directors.	Under Irish law, a company may not exempt its directors from liability for negligence or a breach of duty. However, where a breach of duty has been established, directors may be statutorily exempted by an Irish court from personal liability for negligence or breach of duty if, among other things, the court determines that they have acted honestly and reasonably, and that they may fairly be excused as a result. Smurfit WestRock is permitted under the Smurfit WestRock Constitution and the Irish Companies Act to take out directors’ and officers’ liability insurance, as well as other types of insurance, for its directors, officers, employees and agents. In order to attract and retain qualified directors and officers, Smurfit WestRock will maintain customary directors’ and officers’ liability insurance and other types of comparable insurance.

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WestRock	Smurfit WestRock
Directors’ Conflict of Interest
Under the DGCL, a contract or transaction in which a director has an interest will not be voidable solely by reason of such interest if: • the material facts with respect to such interested director’s relationship or interest are disclosed or are known to the board of directors, and the board of directors in good faith authorizes the transaction by the affirmative vote of a majority of the disinterested directors; • the material facts with respect to such interested director’s relationship or interest are disclosed or are known to the stockholders entitled to vote on such transaction, and the transaction is specifically approved in good faith by vote of the majority of shares entitled to vote thereon; or • the transaction is fair to the corporation as of the time it is authorized, approved or ratified by the board of directors, a committee or the stockholders. The mere fact that an interested director is present and voting on a transaction in which he or she is interested will not itself make the transaction void. Under the DGCL, an interested director could be held liable for a transaction in which such director derived an improper personal benefit.	Subject to the provisions of the Irish Companies Act and provided that he or she has disclosed to the Smurfit WestRock Board the nature and extent of any material interest, a director, notwithstanding his office: • may be party to or otherwise interested in, any transaction or arrangement with Smurfit WestRock or any subsidiary or associated company thereof or in which Smurfit WestRock or any subsidiary or associated company thereof is otherwise interested; • may act by themselves or their firm in a professional capacity for Smurfit WestRock (other than as auditor) and he, she or their firm shall be entitled to remuneration for professional services as if he or she were not a director; • may be a director or other officer of, or employed by or a party to, any transaction or arrangement with or otherwise interested in, any body corporate promoted by Smurfit WestRock, or in which Smurfit WestRock or any subsidiary or associated company thereof is otherwise interested; and • shall not be accountable, by reason of his office, to Smurfit WestRock for any benefit which he or she derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit. Save as otherwise provided by the Smurfit WestRock Constitution, a director shall not vote at a meeting of the directors or a committee of directors on any resolution concerning a matter in which he or she has (to his knowledge), directly or indirectly, an interest which is material or a duty which, in a material way, conflicts or may conflict with the interests of Smurfit WestRock. A director shall not be counted in the quorum present at a meeting in relation to any such resolution on which he or she is not entitled to vote. A director shall be entitled (in the absence of some other material interest) to vote (and be counted in the quorum) in respect of any resolution concerning any of the following matters: • the giving of any security, guarantee or indemnity to him or her in respect of money lent by him or her, or any other person to Smurfit WestRock or

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any of its subsidiary or associated companies, or obligations incurred by him or her, or by any other person at the request of, or for the benefit of, Smurfit WestRock or any of its subsidiary or associated companies; • the giving of any security, guarantee or indemnity to a third party in respect of a debt or obligation of Smurfit WestRock or any of its subsidiary or associated companies for which they themselves have assumed responsibility, in whole or in part and whether alone or jointly with others, under a guarantee or an indemnity or by the giving of a security; • any proposal concerning any offer of shares or debentures or other securities of or by Smurfit WestRock or any of its subsidiary or associated companies for subscription, purchase or exchange in which offer he or she is participating or may be entitled to participate, as a holder of securities or he or she is, or is to be, interested as a participant in the underwriting or sub-underwriting thereof; • any proposal concerning any other company in which he or she is interested, directly or indirectly, and whether as an officer, shareholder or otherwise howsoever, provided that he or she is not the holder of or beneficially interested in 1% or more of the issued shares of any class of the equity share capital of such company or of the voting rights available to members of such company (or of a third company through which his interest is derived), any such interest being deemed to be a material interest in all circumstances; • any proposal concerning the adoption, modification or operation of a superannuation fund or retirement benefits scheme under which he or she may benefit and which has been approved by or is subject to and conditional upon approval for taxation purposes by the appropriate revenue authorities; • any proposal concerning the adoption, modification or operation of any scheme for enabling employees (including full time executive directors) of Smurfit WestRock and/or any subsidiary thereof to acquire shares in Smurfit WestRock or any arrangement for the benefit of employees of Smurfit WestRock or any of its subsidiaries under which the Director benefits or may benefit; or • any proposal concerning the giving of any

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​	indemnity in respect of officers or the discharge of the cost of any insurance cover which Smurfit WestRock proposes to maintain or purchase for the benefit of directors or for the benefit of persons (including directors) pursuant to the Smurfit WestRock Constitution. Restrictions applicable to related party transactions under Irish company law, including restrictions on non-cash transactions and credit transactions with directors, will apply to Smurfit WestRock.
MERGERS AND CONSOLIDATIONS
The DGCL requires approval of mergers (other than so-called “parent-subsidiary” mergers where the parent company owns at least 90% of the shares of the subsidiary), consolidations and dispositions of all or substantially all of a corporation’s assets by a majority of the issued and outstanding shares of the corporation entitled to vote thereon, unless the corporation’s certificate of incorporation specifies a different percentage. WestRock’s certificate of incorporation does not specify a different percentage than that provided by the DGCL. The DGCL does not require stockholder approval for (a) majority share acquisitions, (b) mergers (i) involving the issuance of 20% or less of the voting power of the corporation, (ii) governed by an agreement of merger that does not amend in any respect the certificate of incorporation of the corporation, and (iii) in which each share of stock of the corporation outstanding immediately prior to the effective date of the merger remains identical after the effective date of the merger, or (c) other combinations, except for business combinations subject to Section 203 of the DGCL. Section 203 of the DGCL prohibits a Delaware corporation from engaging in a business combination with an “interested stockholder” (generally defined by the DGCL as a person who owns 15% or more of the corporation’s outstanding voting stock, together with such person’s affiliates and associates) for 3 years following the time that person became an interested stockholder, unless (i) prior to the time the person became an interested stockholder the board of directors approved either the business combination or the transaction that resulted in the person becoming an interested stockholder, (ii) upon consummation of the transaction that resulted in the person becoming an interested stockholder, the person owned at least 85% of the corporation’s outstanding voting stock,	Under Irish law but subject to applicable U.S. securities laws and NYSE rules and regulations, where Smurfit WestRock proposes to acquire another company, the approval of Smurfit WestRock Shareholders is generally not required unless: (i) the acquisition is effected as a direct domestic merger by Smurfit WestRock under Part 17 of the Irish Companies Act or a direct cross-border merger with another company incorporated in the European Economic Area under the European Union (Cross Border Conversions, Mergers and Divisions) Regulations 2023 of Ireland, as amended, (ii) the acquisition involves the issuance of new Smurfit WestRock shares or other securities carrying voting rights, which would otherwise trigger the mandatory bid requirements under the Irish Takeover Rules or would constitute a “reverse takeover” under the Irish Takeover Rules or (iii) the acquisition involves the issuance of new Smurfit WestRock shares or rights to subscribe for, or convert another security into, Smurfit WestRock shares and Smurfit WestRock has insufficient headroom in its authorized share capital or its directors do not have sufficient general shareholder authority to issue such shares or rights free from statutory pre-emption rights. A “reverse takeover” means a transaction whereby Smurfit WestRock acquires securities of another company or a business or assets of any kind and pursuant to which it is, or may be, obliged to increase by more than 100%, its then existing issued share capital carrying voting rights. Under Irish law, where another company proposes to acquire Smurfit WestRock, the requirement to obtain the approval of Smurfit WestRock Shareholders will depend on the method of acquisition, as described below. Takeover Offer Under a takeover offer, the bidder will make a

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(iii) the business combination is approved by the board of directors and by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder or (iv) certain other exceptions specified in Section 203(b) of the DGCL are met. The DGCL allows a corporation’s certificate of incorporation or stockholder-adopted bylaw to contain a provision expressly electing not to be governed by Section 203 of the DGCL. WestRock’s organizational documents do not include a provision expressly electing not to be governed by Section 203 of the DGCL. As such, Section 203 of the DGCL applies to WestRock.	general offer to the target company shareholders to acquire their shares. The offer must be conditional on the bidder acquiring, or having agreed to acquire (pursuant to the offer, or otherwise) securities conferring more than 50% of the voting rights of the target company, albeit the percentage will typically be set higher to enable the bidder to trigger statutory squeeze-out rights under Irish law and require any non-accepting shareholders to sell and transfer their shares to the bidder on the terms of the offer. Statutory Scheme of Arrangement Under Irish law, a scheme of arrangement under chapter 1 of part 9 of the Irish Companies Act is a procedure whereby the target company makes a proposal (i.e., the scheme) to its shareholders to: (i) transfer their shares to the bidder or (ii) cancel their shares, in each case in exchange for the relevant consideration to be provided by the bidder, with the result that the bidder will become the 100% owner of the target company. A scheme requires the approval of a majority in number of the registered shareholders of each class of the target company’s shares affected, representing at least 75% of the shares of each class, present and voting, in person or by proxy, at a meeting of shareholders, together with the sanction of the Irish High Court. Once approved by the requisite shareholder majority and sanctioned by the Irish High Court, all target company shareholders are bound by the terms of the scheme.
​	Statutory Merger It is possible for Smurfit WestRock to be acquired by way of a direct domestic merger or direct cross- border merger, as described above. Such mergers must be approved by a special resolution of Smurfit WestRock shareholders and sanctioned by the Irish High Court.
EXCLUSIVE FORUM
The WestRock bylaws provide that unless WestRock consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of WestRock, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of WestRock to WestRock or WestRock’s stockholders, (iii) any action asserting a claim against the WestRock or any director or officer or other employee of the WestRock arising pursuant to any provision of the DGCL or the WestRock Certificate of	The Smurfit WestRock Constitution does not mandate the forum in which Smurfit WestRock Shareholders are required to bring shareholder actions.

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Incorporation or the WestRock Bylaws, or (iv) any action asserting a claim against the WestRock or any director or officer or other employee of WestRock governed by the internal affairs doctrine shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware).	​
DISSOLUTION
Under the DGCL, a corporation may voluntarily dissolve (i) if the board of directors of such corporation adopts a resolution to that effect and the holders of a majority of the outstanding shares entitled to vote thereon vote for such dissolution at a meeting of shareholders; or (ii) by the written consent of the holders of record of all of the corporation’s outstanding shares entitled to vote on the dissolution.	Smurfit WestRock may be dissolved and wound up at any time by way of a shareholders’ voluntary winding up or a creditors’ winding up. In the case of a shareholders’ voluntary winding up, a special resolution of Smurfit WestRock Shareholders is required. Smurfit WestRock may also be dissolved by way of court order on the application of a creditor, or by the Companies Registration Office of Ireland as an enforcement measure where we have failed to file certain returns. The rights of the shareholders to a return of Smurfit WestRock’s assets on dissolution or winding up, following the settlement of all claims of creditors, are prescribed in the Smurfit WestRock Constitution.
AMENDMENTS TO ORGANIZATIONAL DOCUMENTS
Under the DGCL, subject to certain exceptions, the certificate of incorporation of a corporation may be amended from time to time in any respect. An amendment to the certificate of incorporation requires that: (i) the board of directors of such corporation adopt a resolution setting forth the amendment proposed, declaring its advisability and either calling a special meeting of the stockholders or directing that the amendment proposed be considered at the next annual meeting of the stockholders; and (ii) the holders of a majority of the outstanding shares of such company entitled to vote thereon affirmatively vote for the amendment at such meeting. The WestRock certificate of incorporation provides that WestRock reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in the WestRock certificate of incorporation. The WestRock bylaws may be amended either (i) by the affirmative vote of a majority of the WestRock Board at any regular or special meeting of the WestRock Board or (ii) by the affirmative vote of holders of a majority of the voting power present at any annual or special meeting of WestRock	Irish company law requires a special resolution of Smurfit WestRock Shareholders to approve any amendments to the Smurfit WestRock Constitution.

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Stockholders at which (a) a majority of the total votes entitled to be cast at such meeting is present and (b) such amendment has been announced in the notice of such meeting; provided that certain provisions of the WestRock bylaws may only be amended by the affirmative vote of at least 75% of the voting power of the then outstanding shares of capital stock entitled to vote generally in the election of directors.

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MANAGEMENT AND CORPORATE GOVERNANCE OF SMURFIT WESTROCK FOLLOWING THE COMBINATION

Name of Company; Corporate Offices; Jurisdiction

Following the Combination, the name of the combined company will be “Smurfit WestRock plc,” which we refer to herein as Smurfit WestRock. Smurfit WestRock will continue to maintain a critical presence in key locations from which Smurfit Kappa and WestRock currently operate. Smurfit WestRock’s global headquarters will be located in Dublin, Ireland, at the current site of the Smurfit Kappa headquarters. Smurfit WestRock’s North and South American operations will be headquartered at facilities in Atlanta, Georgia, U.S. Smurfit WestRock is incorporated in and will be domiciled in Ireland.

Directors of Smurfit WestRock

The Smurfit WestRock Board at Completion will be drawn from the Smurfit Kappa Board and the WestRock Board and will comprise 14 directors, eight of whom will be members of the existing Smurfit Kappa Board as of immediately prior to the Scheme Effective Time (including the Chair of the Smurfit Kappa Board, the Group Chief Executive Officer of Smurfit Kappa and the Group Chief Financial Officer of Smurfit Kappa) and selected by Smurfit Kappa, six of whom will be members of the existing WestRock Board as of immediately prior to the Scheme Effective Time and will be selected by WestRock. Each member of the Smurfit WestRock Board as of Completion shall, except for the Group Chief Executive Officer of Smurfit Kappa and the Group Chief Financial Officer of Smurfit Kappa, be required to meet the independence standards of the NYSE with respect to Smurfit WestRock as of Completion. Each member of the Smurfit WestRock Board will be appointed to serve on the Smurfit WestRock Board following Completion until the next annual meeting of Smurfit WestRock Shareholders.

Effective as of Completion, the current Chair of the Smurfit Kappa Board, Irial Finan, will serve as the Chair of the Smurfit WestRock Board. Effective as of Completion, Smurfit Kappa’s current Group Chief Executive Officer, Anthony Smurfit, will serve as the President and Group Chief Executive Officer of Smurfit WestRock, and Smurfit Kappa’s current Group Chief Financial Officer, Ken Bowles, will serve as the Executive Vice President and Group Chief Financial Officer of Smurfit WestRock.

The below table details the names of, and information about, directors of Smurfit WestRock following Completion:

Name	Age	Position	Currently a Director of Smurfit Kappa / WestRock
Irial Finan	66	Chair	Smurfit Kappa
Anthony Smurfit	60	President, Group Chief Executive Officer and Director	Smurfit Kappa
Ken Bowles	53	Executive Vice President, Group Chief Financial Officer and Director	Smurfit Kappa
Carol Fairweather	63	Non-Executive Director	Smurfit Kappa
Mary Lynn Ferguson-McHugh	64	Non-Executive Director	Smurfit Kappa
Kaisa Hietala	53	Non-Executive Director	Smurfit Kappa
Lourdes Melgar	61	Non-Executive Director	Smurfit Kappa
Jørgen Buhl Rasmussen	68	Non-Executive Director	Smurfit Kappa
Colleen F. Arnold	67	Non-Executive Director	WestRock
Timothy J. Bernlohr	65	Non-Executive Director	WestRock
Terrell K. Crews	68	Non-Executive Director	WestRock
Suzan F. Harrison	66	Non-Executive Director	WestRock
Dmitri L. Stockton	60	Non-Executive Director	WestRock
Alan D. Wilson	66	Non-Executive Director	WestRock

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Unless otherwise indicated below, the registered address of the persons noted above is Beech Hill, Clonskeagh, Dublin 4, D04 N2R2, Ireland and their business telephone number is +353 1 202 7000.

Set forth below are brief biographical descriptions of the directors who will be appointed to the Smurfit WestRock Board.

Irial Finan

Irial Finan, age 66, joined the Smurfit Kappa Board in February 2012. Mr. Finan was appointed Chair of the Smurfit Kappa Board in May 2019. Mr. Finan is also currently a Board member of Fortune Brands Innovations, Inc. Mr. Finan 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, Mr. Finan served as Chief Executive Officer of Coca-Cola Hellenic Bottling Company SA. He joined the Coca-Cola System in 1981. In total, Mr. Finan’s career with the Coca-Cola Company spanned 37 years, and during his time there he held key leadership roles which included finance but with the primary focus of his roles on operations globally, working with expanding markets, managing business integrations and leadership development. Mr. Finan has over 30 years’ experience in senior management and executive leadership positions which have spanned all continents. He has significant experience in business integrations, including the establishment of new markets. This expertise together with his experience from multiple public boards across the globe and as Chair of Smurfit Kappa will contribute invaluable skills and capabilities to the Smurfit WestRock Board.

Anthony Smurfit

Anthony Smurfit, age 60, has served as a Director of Smurfit Kappa since 1989 and was appointed Group Chief Executive Officer in September 2015. Mr. Smurfit has worked in various parts of Smurfit Kappa both in Europe and the United States since he joined Smurfit Kappa. Prior to his appointment as Group Chief Executive Officer, he was the Group Chief Operations Officer (a role he held since November 2002). Mr. Smurfit 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. Mr. Smurfit is also a member of the European Round Table of Industrialists. Mr. Smurfit’s expertise in leadership, strategic planning and global manufacturing together with his extensive knowledge of Smurfit Kappa’s business, operations and customers will contribute invaluable skills and capabilities to the Smurfit WestRock Board.

Ken Bowles

Ken Bowles, age 53, has served as Group Chief Financial Officer of Smurfit Kappa since April 2016 and was appointed a Director of Smurfit Kappa in December 2016. Mr. Bowles joined Smurfit Kappa in 1994 and has occupied a number of finance roles in various parts of the business. In 2004 he was appointed as Smurfit Kappa’s first Head of Compliance, in 2007 he became Smurfit Kappa’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. Mr. Bowles’s expertise in accounting, finance, internal control, tax, treasury and investor relations, together with his experience as Group Chief Financial Officer of Smurfit Kappa and his leadership in sustainability will contribute invaluable skills and capabilities to the Smurfit WestRock Board.

Carol Fairweather

Carol Fairweather, age 63, was appointed to the Smurfit Kappa Board in January 2018. Ms. Fairweather was Chief Financial Officer and an executive Director of Burberry Group plc from July 2013 to January 2017. Ms. Fairweather joined Burberry in June 2006 and prior to her appointment as Chief Financial Officer, she held the position of Senior Vice President, Group Finance. Prior to joining Burberry, Ms. Fairweather was Director of Finance at News International Limited from 1997 to 2005 and U.K. Regional Controller at Shandwick plc from 1991 to 1997. Ms. Fairweather currently serves as a non-executive Director of Segro plc. Ms. Fairweather is a Fellow of the Institute of Chartered Accountants. Ms. Fairweather’s global experience in the retail sector and her experience as a Chief Financial Officer of a FTSE 100 company will contribute invaluable skills and capabilities to the Smurfit WestRock Board.

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Mary Lynn Ferguson-McHugh

Mary Lynn Ferguson-McHugh, age 64, was appointed to the Smurfit Kappa Board in January 2023. Ms. Ferguson-McHugh 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, Ms. Ferguson-McHugh was based in Switzerland where she held the position of Group President Western Europe and then Group President Europe. Ms. Ferguson-McHugh is a Non-executive Director of Molson Coors Beverage Company and a Board member of FJ Management Inc. Ms. Ferguson-McHugh holds a Master of Business Administration from the University of Pennsylvania’s Wharton School of Business, and a Bachelor of Science degree from the University of the Pacific. Ms. Ferguson-McHugh’s significant global operational experience and fast-moving consumer goods knowledge will contribute invaluable skills and capabilities to the Smurfit WestRock Board.

Kaisa Hietala

Kaisa Hietala, age 53, was appointed to the Smurfit Kappa Board in October 2020 and appointed Senior Independent Director in October 2022. Ms. Hietala 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. Ms. Hietala served as Executive Vice President, Renewable Products at Neste Corporation and as a member of the Neste Executive Board from 2014 to 2019. Prior to this Ms. Hietala held a number of senior positions including VP, Renewable Fuels, Neste Corporation. Ms. Hietala was previously a Non-executive Director of Kemira Oyj from 2016 to 2021. Ms. Hietala is currently a Non-employee Director at Exxon Mobil Corporation and Non-executive Director of Rio Tinto. Ms. Hietala’s commitment to sustainability together with her significant strategic and operational experience will contribute invaluable skills and capabilities to the Smurfit WestRock Board.

Lourdes Melgar

Lourdes Melgar, age 61, was appointed to the Smurfit Kappa Board in January 2020. Dr. Melgar is an academic and strategic advisor recognized 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, Dr. Melgar 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. Dr. Melgar is an Independent Director of Banco Santander Mexico S.A and an Independent Director of CEMEX, S.A.B. de C.V. Dr. Melgar is an Independent Board Member of Global Energy Alliance for People and Planet. Dr. Melgar’s experience in energy, sustainability and business in Latin America will contribute invaluable skills and capabilities to the Smurfit WestRock Board.

Jørgen Buhl Rasmussen

Jørgen Buhl Rasmussen, age 68, was appointed to the Smurfit Kappa Board in March 2017. Mr. Rasmussen 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. Mr. Rasmussen previously held senior positions in several global FMCG companies, including Gillette Group, Duracell, Mars and Unilever over the previous 28 years. Mr. Rasmussen was a Board member of Novozymes AS from 2011 and Chair from 2017 until March 2023. Mr. Rasmussen is currently Chair of Uhrenholt AS and Chair of the Advisory Board member of Blazar Capital. Mr. Rasmussen’s executive leadership experience together with his expertise in the FMCG sector will contribute invaluable skills and capabilities to the Smurfit WestRock Board.

Colleen F. Arnold

Colleen F. Arnold, age 67, has served as a Director of WestRock since July 2018. She served as Senior Vice President, Sales and Distribution for International Business Machines Corporation (“IBM”) from 2014 to 2016. Prior to that, Ms. Arnold held a number of senior positions with IBM from 1998 to 2014, including Senior Vice President, Application Management Services, IBM Global Business Services; General Manager of GBS Strategy, Global Consulting Services, Global Industries and Global Application Services;

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General Manager, Europe, Middle East and Africa; General Manager, Australia and New Zealand Global Services; and Chief Executive Officer of Global Services Australia. Ms. Arnold previously served as a Director of Cardinal Health, Inc. Ms. Arnold’s experience serving in a number of senior roles with a large, multinational technology company provides her with global business experience, financial expertise, consumer markets and sales experience, innovation experience and experience working for a company with significant scale, which will contribute invaluable skills and capabilities to the Smurfit WestRock Board. Based on this experience, skills and capabilities, as well as her interest in serving and availability to serve on the Smurfit WestRock Board, Ms. Arnold was recommended by the Transaction Committee for selection, and was selected by the WestRock Board to serve on the Smurfit WestRock Board.

Timothy J. Bernlohr

Timothy J. Bernlohr, age 65, served as a Director of Smurfit-Stone Container Corporation (“Smurfit-Stone”) from 2010 until it was acquired by RockTenn Company (“RockTenn”) in 2011, and he served as a Director of RockTenn from 2011 until the effective date of the 2015 merger of RockTenn and MeadWestvaco Corporation (“MeadWestvaco,” and such merger, the “MWV Combination”), when he became a Director of WestRock. Mr. Bernlohr currently serves as the Managing Member of TJB Management Consulting, LLC, a consultant to businesses in transformation and a provider of interim executive management and strategic planning services. From 1997 to 2005, he served in various executive capacities, including as President and Chief Executive Officer, at RBX Industries, Inc. Prior to joining RBX Industries, Mr. Bernlohr spent 16 years in various management positions with Armstrong World Industries, Inc. Mr. Bernlohr currently serves as a Director of International Seaways, Inc. He previously served as a Director of Atlas Air Worldwide Holdings, Inc., Skyline Champion Corp. and F45 Training Holdings, Inc. Mr. Bernlohr’s experience as a strategic consultant, a director of various publicly traded companies, and the chief executive officer of an international manufacturing company provides him with broad corporate strategy and global business experience. In addition, Mr. Bernlohr has deep experience in the paper and packaging industry, which will contribute invaluable skills and capabilities to the Smurfit WestRock Board. Based on this experience, skills and capabilities, as well as his interest in serving and availability to serve on the Smurfit WestRock Board, Mr. Bernlohr was recommended by the Transaction Committee for selection, and was selected by the WestRock Board to serve on the Smurfit WestRock Board.

Terrell K. Crews

Terrell K. Crews, age 68, served as a Director of Smurfit-Stone from 2010 until it was acquired by RockTenn in 2011, and he served as a Director of RockTenn from 2011 until the effective date of the MWV Combination, when he became a Director of WestRock. Mr. Crews served as Executive Vice President and Chief Financial Officer of Monsanto Company from 2000 to 2009, and as the Chief Executive Officer of Monsanto’s vegetable business from 2008 to 2009. Mr. Crews currently serves as a Director of Archer Daniels Midland Company. He previously served as a Director of Hormel Foods Corporation. Mr. Crews’ experience as a chief financial officer and executive of a publicly traded company and as a director of other public companies provides him with broad business knowledge and in-depth experience in complex financial matters. He also has experience working for a company with significant scale, which will contribute invaluable skills and capabilities to the Smurfit WestRock Board. Based on this experience, skills and capabilities, as well as his interest in serving and availability to serve on the Smurfit WestRock Board, Mr. Crews was recommended by the Transaction Committee for selection, and was selected by the WestRock Board to serve on the Smurfit WestRock Board.

Suzan F. Harrison

Suzan F. Harrison, age 66, has served as a Director of WestRock since January 2020. She served as President of Global Oral Care at Colgate-Palmolive Company (“Colgate”), a worldwide consumer products company focused on the production, distribution, and provision of household, health care, and personal products, from 2012 to 2019. Previously, Ms. Harrison served as President of Hill’s Pet Nutrition Inc. North America from 2009 to 2011, Vice President, Marketing for Colgate U.S. from 2006 to 2009 and Vice President and General Manager of Colgate Oral Pharmaceuticals, North America and Europe from 2005 to 2006. She held a number of other leadership roles at Colgate beginning in 1983. Ms. Harrison currently serves as a Director of Archer Daniels Midland Company and Ashland Inc. Ms. Harrison’s experience serving

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in a number of senior roles with a large, global consumer products company provides her with global business experience, consumer markets experience, innovation experience, and experience working for a company with significant scale, which will contribute invaluable skills and capabilities to the Smurfit WestRock Board. Based on this experience, skills and capabilities, as well as her interest in serving and availability to serve on the Smurfit WestRock Board, Ms. Harrison was recommended by the Transaction Committee for selection, and was selected by theWestRock Board to serve on the Smurfit WestRock Board.

Dmitri L. Stockton

Dmitri L. Stockton, age 60, has served as a Director of WestRock since July 2022. He most recently served as Senior Vice President and Special Advisor to the Chairman of General Electric Company (“GE”) from 2016 until his retirement in 2017. Mr. Stockton joined GE in 1987 and held various positions of increasing responsibility during his 30-year tenure. From 2011 to 2016, Mr. Stockton served as Chairman, President and Chief Executive Officer of GE Asset Management, a global asset management company affiliated with GE, and as Senior Vice President of GE. From 2008 to 2011, he served as President and Chief Executive Officer for GE Capital Global Banking and Senior Vice President of GE based in London, UK. He previously also served as President and Chief Executive Officer for GE Consumer Finance for Central and Eastern Europe. Mr. Stockton currently serves as a Director of Deere & Co., Ryder System, Inc. and Target Corp. He previously served as a Director of Stanley Black & Decker, Inc. Mr. Stockton’s background and experience as a senior executive in various roles at GE and as a public company director provide him with leadership experience and expertise in risk management, governance, finance and asset management, which will contribute invaluable skills and capabilities to the Smurfit WestRock Board. Based on this experience, skills and capabilities, as well as his interest in serving and availability to serve on the Smurfit WestRock Board, Mr. Stockton was recommended by the Transaction Committee for selection, and was selected by the WestRock Board to serve on the Smurfit WestRock Board.

Alan D. Wilson

Alan D. Wilson, age 66, served as a Director of MeadWestvaco from 2011 until the effective date of the MWV Combination, when he became a Director of WestRock. He served as Chairman of the board of directors of McCormick & Company, Inc. (“McCormick”), a consumer food company, from 2009 to 2017, and Chief Executive Officer of McCormick from 2008 to 2016. Mr. Wilson joined McCormick in 1993 and also served in a variety of other positions, including as President from 2007 to 2015, President of North American Consumer Products from 2005 to 2006, President of the U.S. Consumer Foods Group from 2003 to 2005 and Vice President - Sales and Marketing for the U.S. Consumer Foods Group from 2001 to 2003. Mr. Wilson currently serves as a Director of T. Rowe Price Group. Mr. Wilson’s background and experience as Chairman and Chief Executive Officer of a publicly traded multinational consumer food company provides him with leadership, market expertise, and business and governance skills. He also has experience working for a company with significant scale, which will contribute invaluable skills and capabilities to the Smurfit WestRock Board. Based on this experience, skills and capabilities, as well as his interest in serving and availability to serve on the Smurfit WestRock Board, Mr. Wilson was recommended by the Transaction Committee for selection, and was selected by the WestRock Board to serve on the Smurfit WestRock Board.

Director Independence

As required under the NYSE listing standards (the “NYSE listing standards”), a majority of the members of the Smurfit WestRock Board must qualify as “independent,” as affirmatively determined by the Smurfit WestRock Board within one year of listing its shares. The Smurfit WestRock Board will consult with internal counsel to ensure that the board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in the pertinent NYSE listing standards, as in effect from time to time. It is expected that a majority of the Smurfit WestRock directors will be “independent” under the applicable NYSE listing standards.

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Corporate Governance of Smurfit WestRock

Following Completion, notable features of Smurfit WestRock’s corporate governance will include the following:

•

the Smurfit WestRock Board will consist of 14 directors, eight of whom will be Smurfit Kappa Designees and six of whom will be WestRock Designees. The Smurfit Kappa Designees will be Irial Finan, Anthony Smurfit, Ken Bowles, Carol Fairweather, Mary Lynn Ferguson-McHugh, Kaisa Hietala, Lourdes Melgar and Jørgen Buhl Rasmussen. The WestRock Designees will be Colleen F. Arnold, Timothy J. Bernlohr, Terrell K. Crews, Suzan F. Harrison, Dmitri L. Stockton and Alan D. Wilson.

•

Smurfit Kappa’s current chair, Irial Finan, will serve as Chair of the Smurfit WestRock Board, and Anthony Smurfit and Ken Bowles will serve as the only executive officers on the Smurfit WestRock Board;

•

there will be four standing committees of the Smurfit WestRock Board: the audit committee, the compensation committee, the nomination committee and the sustainability committee; and

•

at least one member of the Smurfit WestRock audit committee will meet the requirements of an “audit committee financial expert” as defined by the applicable SEC rules and the NYSE corporate governance standards.

The Smurfit WestRock Board will act as its ultimate decision-making body and will advise and oversee management, including the chief executive officer, who will be responsible for the day-to-day operations and management of Smurfit WestRock. The Smurfit WestRock Board will review Smurfit WestRock’s financial performance on a regular basis at board meetings and through periodic updates. The Smurfit WestRock Board will review Smurfit WestRock’s long-term strategic plans and the most significant financial, accounting and risk management issues facing Smurfit WestRock from time to time.

Smurfit WestRock’s chief executive officer will be responsible for development and implementation of Smurfit WestRock’s business strategy and for day-to-day management of Smurfit WestRock.

Board Committees

The board of directors of Smurfit WestRock will have an audit committee, a compensation committee, a nomination committee and a sustainability committee.

Audit Committee

Each member of the audit committee is expected to be “independent,” as defined by NYSE listing standards.

At least one member of the audit committee will serve as the “audit committee financial expert” as that term is defined by the applicable SEC rules and the NYSE listing standards. Each member of the audit committee is expected to be “financially literate” as that term is defined by the NYSE listing standards.

The audit committee charter, which will be available on Smurfit WestRock’s website, will detail the purpose and responsibilities of the audit committee, including to assist the Smurfit WestRock Board in its oversight of:

•

the quality and integrity of the consolidated financial statements of Smurfit WestRock and its subsidiaries and related disclosure;

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the qualifications, independence and performance of Smurfit WestRock’s independent registered public accounting firm;

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the performance of Smurfit WestRock’s internal audit function;

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Smurfit WestRock’s systems of disclosure controls and procedures and internal controls over financial reporting; and

•

compliance by Smurfit WestRock and its subsidiaries with all legal and regulatory requirements.

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Compensation Committee

A WestRock Designee will be selected by WestRock to serve as the chair of the compensation committee.

Each member of the compensation committee is expected to be “independent,” as defined by NYSE listing standards.

The compensation committee charter, which will be available on Smurfit WestRock’s website, will detail the purpose and responsibilities of the compensation committee, including:

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reviewing and approving salaries, incentives and other forms of compensation for executive officers and directors and administering incentive compensation and benefit plans provided for employees of Smurfit WestRock and its subsidiary entities;

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overseeing and setting compensation and benefits policies generally;

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evaluating the performance of Smurfit WestRock’s chief executive officer; and

•

overseeing and setting compensation for the Smurfit WestRock chief executive officer, each direct report to the chief executive officer and the members of the Smurfit WestRock Board.

Nomination Committee

A Smurfit Kappa Designee will be selected by Smurfit Kappa to serve as the chair of the nomination committee.

Each member of the nomination committee is expected to be “independent,” as defined by NYSE listing standards.

The nomination committee charter, which will be available on Smurfit WestRock’s website, will detail the purpose and responsibilities of the nomination committee, including:

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identifying and recommending to the Smurfit WestRock Board individuals qualified to serve as directors of Smurfit WestRock; and

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advising the Smurfit WestRock Board with respect to its composition, governance practices and procedures.

Sustainability Committee

A majority of the members of the sustainability committee is expected to be “independent,” as defined by NYSE listing standards.

The sustainability committee charter, which will be available on Smurfit WestRock’s website, will detail the purpose and responsibilities of the sustainability committee, including:

•

providing strategic guidance and support to the Smurfit WestRock Board in the implementation of the Smurfit WestRock sustainability strategy;

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monitoring and reviewing current and emerging trends, relevant international standards and legislative requirements related to Smurfit WestRock’s sustainability strategy;

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reviewing and approving Smurfit WestRock’s sustainability reporting; and

•

considering climate risks and overseeing compliance with Smurfit WestRock’s reporting of climate-related financial information.

Corporate Governance Guidelines and Code of Business Conduct

In accordance with the NYSE rules, following the Combination, Smurfit WestRock will adopt Corporate Governance Guidelines and a Code of Business Conduct and Ethics in a form compliant with NYSE rules and any requirements necessary to reflect Smurfit WestRock’s secondary listing on the standard listing segment of the Official List of the FCA (or, subject to the Draft New UK Listing Rules being

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implemented by the FCA in their current form and taking effect at the relevant time post-Completion, companies listed on the new Equity Shares (International Commercial Companies Secondary Listing) category).

The Corporate Governance Guidelines will cover such matters as director qualifications and responsibilities, responsibilities of key Smurfit WestRock Board committees, director compensation and matters relating to succession planning.

The Code of Business Conduct and Ethics will cover such matters as the disclosure and appropriate treatment of conflicts of interest, prohibition of competition of officers, directors and employees with Smurfit WestRock, corporate opportunities, confidentiality, fair dealing, protection and proper use of Smurfit WestRock’s assets and compliance with law.

Executive Officers of Smurfit WestRock

Smurfit Kappa’s current Group Chief Executive Officer, Anthony Smurfit, will serve as President and Group Chief Executive Officer of Smurfit WestRock, and Smurfit Kappa's current Group Chief Financial Officer, Ken Bowles, will serve as Executive Vice President and Group Chief Financial Officer of Smurfit WestRock following Completion.

Name	Age	Position
Anthony Smurfit	60	President, Group Chief Executive Officer and Director
Ken Bowles	53	Executive Vice President, Group Chief Financial Officer and Director
Laurent Sellier	55	President & Chief Executive Officer, North America (including Mexico)
Saverio Mayer	58	President & Chief Executive Officer, Europe, MEA & APAC
Jairo Lorenzatto	47	President & Chief Executive Officer, LATAM

The executive officers of Smurfit WestRock will be elected by, and will serve at the discretion of, the Smurfit WestRock Board. There are no family relationships among any of the currently expected directors and executive officers of Smurfit WestRock.

Please refer to the biographies of Anthony Smurfit and Ken Bowles in the section of this proxy statement/​prospectus entitled “Management and Corporate Governance of Smurfit WestRock Following the Combination” above. Set forth below are brief biographical descriptions of the remaining executive officers.

Laurent Sellier

Laurent Sellier, age 55, joined Smurfit Kappa in 1994 as an Internal Auditor, and since then has worked in several positions across Smurfit Kappa in France, the United Kingdom, Spain and the Netherlands. Mr. Sellier was appointed Chief Executive Officer of Smurfit Kappa Americas in January 2022. Previous to his current position, Mr. Sellier was Chief Operating Officer of the Smurfit Kappa Europe Paper and Board Division. Mr. Sellier graduated from the Ecole Superieure de Commerce de Paris in 1990 and also served in the French Navy.

Saverio Mayer

Saverio Mayer, age 58, joined Smurfit Kappa in 1986 and since then has held a number of commercial and operational roles. Mr Mayer was appointed Chief Executive Officer, Europe in April 2017. Previous to his current position, Mr. Mayer was Head of Pan European Sales in 1996, before taking up the position of Chief Executive Officer of Smurfit Kappa Italy in 2001. In conjunction with his role in Italy, Mr. Mayer also served as the Chief Executive Officer of Smurfit Kappa Russia from 2007 to 2009, Chief Executive Officer of Smurfit Kappa Poland from 2007 to 2011 and since 2011 was responsible for the Bag-in-Box (“BIB”) Division. In September 2015, he was appointed Chief Operations Officer of Corrugated and Converting Europe and was responsible for the operational, sales, and financial performance of the corrugated plants and BIB Division.

Jairo Lorenzatto

Jairo Lorenzatto, age 47, has served as President, WestRock LATAM since December 2022. Mr. Lorenzatto has more than 25 years of experience working with industrial companies. He joined

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MeadWestvaco’s Brazil business in November 2007 and served in a number of progressively responsible roles therein prior to and following the MWV Combination in July 2015, including as Chief Financial Officer, Director of Operations and Vice President of Corrugated Packaging, and ultimately President of WestRock Brazil from 2016 to 2022. Prior to November 2007, Mr. Lorenzatto held finance and operational leadership roles at various other leading companies, such as Votorantim Cimentos, Ambev (now merged into Anheuser-Busch InBev) and Praxair.

Governing Documents

As a result of the Combination, the former Smurfit Kappa Shareholders and WestRock Stockholders will each become holders of Smurfit WestRock Shares. The rights of shareholders will be governed by the laws of Ireland, including the Irish Companies Act, and the Smurfit WestRock Constitution. Smurfit WestRock’s current constitution will, as of immediately prior to the Scheme Effective Time and until amended after the Merger Effective Time in accordance with its terms, be amended and restated in the form attached as Annex B to this proxy statement/prospectus.

For additional information on post-Completion governance, see the section entitled “The Transaction Agreement ― Governance of Smurfit WestRock.”

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EXECUTIVE COMPENSATION

This section consists of two parts. The first part, entitled “Historical Compensation,” provides the information required by Item 402 of the SEC’s Regulation S-K with respect to the executive officers of Smurfit WestRock who served as executives of Smurfit Kappa during Smurfit Kappa’s fiscal year 2023. The disclosure includes a Compensation Discussion and Analysis and Executive Compensation Tables covering the compensation paid to such individuals in respect of their employment with Smurfit Kappa and its subsidiaries during Smurfit Kappa’s fiscal year 2023. The second part, entitled “Post-Completion Compensation Arrangements,” describes certain post-Completion compensation arrangements that are expected to apply to the executive officers, which arrangements remain subject to the review and approval by the Smurfit WestRock compensation committee following the Completion.

HISTORICAL COMPENSATION

References in this Historical Compensation section to “executive officers” refer to the following four executive officers of Smurfit WestRock who served as executives of Smurfit Kappa during 2023. References in this section to “2023” refer to Smurfit Kappa’s fiscal year 2023.

Executive	Position with Smurfit Kappa during Fiscal Year 2023	Position with Smurfit WestRock
Anthony Smurfit	Group Chief Executive Officer	President and Group Chief Executive Officer
Ken Bowles	Group Chief Financial Officer	Executive Vice President and Group Chief Financial Officer
Laurent Sellier	Chief Executive Officer, the Americas	President and Chief Executive Officer, North America (including Mexico)
Saverio Mayer	Chief Executive Officer, Europe	President and Chief Executive Officer, Europe, MEA and APAC

COMPENSATION DISCUSSION AND ANALYSIS

During 2023, compensation of the executive officers was overseen by the Smurfit Kappa remuneration committee. The composition and roles of the Smurfit Kappa remuneration committee are described further below.

Elements of Compensation

The table below sets forth each material element of the compensation of the executive officers for 2023.

Component	Purpose and Link to Strategy, Long-term Interests and Sustainability	Operation	Opportunity	Performance Metrics
Basic Salary	Competitive salaries are set to attract, retain and motivate executives to deliver superior performance in line with Smurfit Kappa’s business strategy.	Reviewed annually; changes are generally effective on 1 January. Set by taking into consideration the individual’s skills, experience, performance and position against peers.	Whilst there is no maximum salary level, basic salary increases will normally be in line with the range of increases for the wider workforce. The Smurfit Kappa remuneration committee may at	Not applicable.

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Component	Purpose and Link to Strategy, Long-term Interests and Sustainability	Operation	Opportunity	Performance Metrics
​	​	When determining increases, consideration is given to: (i) scope of role and responsibility; (ii) personal performance; (iii) Smurfit Kappa performance; (iv) step changes in responsibility; (v) remuneration trends across Smurfit Kappa; and (vi) competitive market practice.	its discretion award larger increases in certain circumstances, such as a change in responsibilities or development in the role.	​
Annual Bonus Plan	To incentivise the executives to achieve clearly defined stretching annual targets (financial and non-financial) which are aligned with Smurfit Kappa’s strategy. A deferral element in shares provides a retention element and aligns executives with shareholder interests.	Performance measures, their respective weightings and targets are normally set each year by the Smurfit Kappa remuneration committee to ensure continued alignment with Smurfit Kappa strategy. Payouts are determined by the Smurfit Kappa remuneration committee after the year-end taking into account performance against targets. The Smurfit Kappa remuneration committee retains the discretion to review out-turns to ensure they are appropriate in the	The maximum bonus opportunity in respect of a financial year is 150% of basic salary. Up to 25% of the bonus pays out for threshold performance.	Performance is measured against a range of key financial, operational/​strategic, sustainability and individual performance metrics. No less than 60% of the bonus will be based on financial measures.

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Component	Purpose and Link to Strategy, Long-term Interests and Sustainability	Operation	Opportunity	Performance Metrics
​	​	context of overall performance and how it was delivered. 50% of any bonus award is normally deferred into shares (referred to as “deferred bonus plan awards”) that vest at the end of a period of three years based on continued employment. Deferred bonus plan awards may include the right to receive (in cash or shares) the value of the dividends that would have accrued during the vesting period. Malus and clawback provisions are in place. The Smurfit Kappa remuneration committee may adjust and amend awards in accordance with the rules.	​	​
Performance Share Plan (PSP)	To incentivise the executives to achieve clearly defined stretching long-term targets which are aligned with Smurfit Kappa’s long-term strategic and sustainability ambition.	Annual awards are normally subject to a performance period of no less than three years. Following vesting based on performance and settlement in shares, awards will then normally be subject to a holding period of	The maximum PSP award opportunity in respect of a financial year is 250% of basic salary. Up to 25% of the award pays out for threshold performance.	Performance measures for the PSP are selected by the Smurfit Kappa remuneration committee to be aligned with Smurfit Kappa’s long-term strategic priority of delivering sustainable returns to shareholders.

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Component	Purpose and Link to Strategy, Long-term Interests and Sustainability	Operation	Opportunity	Performance Metrics
​	​	two years. Performance measures, their weightings and targets are normally reviewed each year by the Smurfit Kappa remuneration committee to ensure continued alignment with Smurfit Kappa’s long-term strategy. Vesting levels are determined by the Smurfit Kappa remuneration committee after the end of the performance period taking into account performance against targets. The Smurfit Kappa remuneration committee retains the discretion to review formulaic outcomes to ensure they are appropriate in the context of overall performance and how it was delivered. Any adjustment to the formulaic outcome will be communicated to investors at the end of the performance period. Awards may include the right to receive (in cash or shares) the value of	​	Prior to each grant, the Smurfit Kappa remuneration committee will select performance measures and targets. Measures may be financial, non-financial, share-price based, strategic, and sustainability-focused or on any other basis that the Smurfit Kappa remuneration committee considers appropriate.

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Component	Purpose and Link to Strategy, Long-term Interests and Sustainability	Operation	Opportunity	Performance Metrics
​	​	the dividends that would have accrued during the performance period and any holding period. Malus and clawback provisions are in place. The Smurfit Kappa remuneration committee may adjust and amend awards in accordance with the rules.	​	​
Pension and Benefits	To provide a market competitive package to attract and retain executives.	Contributions are made to the Smurfit Kappa defined contribution pension arrangement, or equivalent cash allowances are paid. Benefits relate principally to the use of company cars. Other benefits may be provided, including in connection with relocation.	Maximum company contribution to the defined contribution pension, or cash equivalent, set at 10% of salary for Messrs. Smurfit and Bowles, aligned with the workforce rate. Company contributions to the defined contribution pension for Messrs. Sellier and Mayer are not subject to a maximum amount; in 2023, company contributions were $19,800 (3.3% of salary) for Mr. Sellier and $4,943 (0.7% of salary) for Mr. Mayer.	Not applicable.

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Base Salaries

The review of the salaries for the executive officers at the year-end of 2023 considered the performance of Smurfit Kappa and the executive officers, increases of the wider workforce and the macroeconomic environment. Following consideration, the Smurfit Kappa remuneration committee approved an increase of 4% for each of the executive officers from 1 January 2024 which is in line with the average increase for the wider workforce.

Performance-Based Compensation

Performance measures and targets (both short and long-term) are set each year taking into account a range of internal and external factors including internal forecasts, prior year performance, degree of stretch within the business plan, market conditions and expectations, and sector and regulatory developments. Performance targets take account of market expectations with regards to future developments in Smurfit Kappa’s external environment, which in turn feed into specific objectives based on strategy. The combination of performance measures and targets for the incentive arrangements (both short and long-term) are chosen to create direct alignment to the successful implementation of our strategy which will result in the delivery of sustainable long-term shareholder value.

The Smurfit Kappa remuneration committee believes it is important for the executive officers that a significant portion of the package is performance-related and a significant portion is delivered in shares to align their interests with shareholders. The following table sets out the rationale for the performance measures chosen for the incentive plans.

Element of Reward	Bucket of Metrics	Rationale/Types of Metrics Used
Annual Bonus Plan	Financial metrics	Measures chosen to support delivery of the Smurfit Kappa annual business plan. Metrics vary annually but may include metrics linked to: • Profitability; • Cash generation; and • Any other performance perspective considered appropriate by the Smurfit Kappa remuneration committee.
​	Non-financial metrics	Measures chosen to support delivery of the Smurfit Kappa annual strategic priorities. Metrics vary annually but may include metrics linked to: • Health, Safety and Wellbeing; • People and ESG; • Personal/Strategic Goals; and • Any other performance perspective considered appropriate by the Smurfit Kappa remuneration committee.

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Element of Reward	Bucket of Metrics	Rationale/Types of Metrics Used
Performance Share Plan	Financial/sustainability metrics	Measures chosen to support delivery of the Smurfit Kappa long-term strategic and sustainability priorities. Metrics may vary by cycle but may include metrics linked to: • Profitability (e.g. earnings per share (“EPS”)); • Efficient use of capital employed (e.g. return on capital employed (“ROCE”)); • Total shareholder return (“TSR”) (e.g. relative TSR); and • Sustainability (e.g. water reduction/climate change/waste reduction).

2023 Annual Bonus and 2021-23 PSP

Actual financial results disclosed below are based on Smurfit Kappa’s financial statements for the relevant periods, which were prepared in accordance with the IFRS EU accounting standards. Given that these results represent the actual performance numbers used by the Smurfit Kappa remuneration committee to determine and approve the relevant compensatory payments, these numbers have not been revised to conform to U.S. GAAP.

Smurfit Kappa reported strong results for 2023, with adjusted EBIT of €1,404 million and a free cash flow of €628 million. The EBIT achievement used in the calculation of the 2023 annual bonus outcome was adjusted for the impact of acquisitions. The purpose of the adjusted measures is to ensure the same basis is used when assessing the performance outcomes, to ensure comparability. In this context, the Smurfit Kappa remuneration committee reviewed performance against the metrics and the operational and strategic objectives under the annual bonus plan for 2023 and approved a bonus of 90.7% of maximum for Messrs. Smurfit and Bowles, 82.6% of maximum for Mr. Sellier and 83.8% of maximum for Mr. Mayer, in each case with 50% of the annual bonus being deferred into shares for three years in line with policy. The tables below set forth in more detail the achievement of applicable performance metrics for each executive officer.

Messrs. Smurfit and Bowles

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People and ESG Outcome for Messrs. Smurfit and Bowles

Focus area	Objectives	Assessment	Resultant Payout (%)
People	Develop next generation of leaders, increase employee engagement, promote and champion Inclusion, Diversity and Equality (“ID&E”) programmes.	• Carried out successful strategic talent review for top talent. • Continued to focus on and build the talent pool of high potential leaders. • Created a development plan to ensure the readiness for the future Smurfit Kappa Group CEO and Smurfit Kappa Group CFO positions. • Developed and completed a detailed workforce engagement schedule which included frequent direct and indirect engagement opportunities. • Progressed Smurfit Kappa’s ID&E agenda and delivered on its target of having 25% of management positions held by women by 2024, with a level of 25.1% at the end of 2023.	100%
Sustainability	Drive Smurfit Kappa to be a fully sustainable circular business.	• Continued to make significant progress towards achieving Smurfit Kappa’s sustainability goals. The Smurfit Kappa Group made progress on a number of its key sustainability targets, such as selling over 95% of packaging solutions as Chain of Custody certified two years earlier than target. • Undertook a number of important	100%

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Focus area	Objectives	Assessment	Resultant Payout (%)
​	​	sustainability projects during the year. • Smurfit Kappa awarded both a Regional Top Rated and Industry Top Rated company by Morningstar Sustainalytics. • Continued to achieve strong scores with key rating agencies such as MSCI, ISS ESG and Sustainalytics.	​
​	​	​	Total: 10% (100)%

Personal/Strategic Goals for Messrs. Smurfit and Bowles

Executive	Objectives	Assessment	Resultant Payout (%)
A. Smurfit	Strategy for Growth Development of strategic plans for Smurfit Kappa.	• Continued to evolve Smurfit Kappa’s strategy through the development of an updated strategic planning process during 2023. • Enhanced the strategic direction of Smurfit Kappa by reaching a definitive agreement on the terms of the proposed Combination. • Ambitious investment and strategic plans developed, presented and approved by the Smurfit Kappa Board. • Identification of new key areas for expansion and development including the completion of two acquisitions which strategically support Smurfit Kappa’s growth plan.	100%

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Executive	Objectives	Assessment	Resultant Payout (%)
​	Digital enablement Oversee completion of Digital Strategy for Smurfit Kappa.	• Continued implementation and evolvement of the multi-functional Digital Strategy transformation plan and delivered on operational efficiencies outlined in the plan. • Completed the move from a regional reporting structure to a functional reporting structure and the introduction of a Service Management Structure.	100%
​	​	​	Total: 10% (100%)
K. Bowles	Strategy for Growth Development of strategic plans for Smurfit Kappa.	• Continued to evolve Smurfit Kappa’s strategy through the development of an updated strategic planning process during 2023. • Enhanced the strategic direction of Smurfit Kappa by reaching a definitive agreement on the terms of the proposed Combination. • Ambitious investment and strategic plans developed, presented and approved by the Board. • Identification of new key areas for expansion and development including the completion of two acquisitions which strategically support Smurfit Kappa’s growth plan.	100%

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Executive	Objectives	Assessment	Resultant Payout (%)
​	Digital enablement Oversee completion of Digital Strategy for Smurfit Kappa.	• Continued implementation and evolvement of the multi-functional Digital Strategy transformation plan and delivered on operational efficiencies outlined in the plan. • Completed the move from a regional reporting structure to a functional reporting structure and the introduction of a Service Management Structure.	100%
​	​	​	Total: 10% (100%)

Mr. Sellier

Mr. Mayer

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The Performance Share Plan (“PSP”) awards for the performance period 2021-2023 were based on the following performance criteria: EPS (pre-exceptional); ROCE; TSR against a bespoke peer group; and sustainability measures. Performance was measured on a straight-line basis between threshold and maximum. In line with Smurfit Kappa’s normal approach for EPS and ROCE, Smurfit Kappa adjusts the achievement for items which would affect comparability such as acquisitions and disposals. These adjustments did not impact on the vesting outcome for the 2021-23 award. Smurfit Kappa have also applied this approach to the ESG-Planet metrics, which were adjusted for an acquisition, resulting in a marginal reduction in the vesting outcome.

The Smurfit Kappa remuneration committee reviewed the outcome of the PSP award for the performance period 2021-2023, which resulted in an adjusted cumulative three-year EPS of €1,078 cent; an adjusted three-year average ROCE of 19.4%; and a TSR performance which was below median versus the global paper and packaging peers in the TSR benchmark. In addition, the results for the ESG metrics were 43.00% for adjusted CO2 Emissions reduction, 36.93% for adjusted water discharge reduction and 36.10% for adjusted waste to landfill reduction. Overall, the 2021 PSP award outcome was 64.44% of maximum. See the table below for more details on the achievement of performance goals for each metric.

Performance Metrics (weightings)	Threshold (25% Vesting)		Maximum (100% Vesting)		Achievement		Level of Vesting
Adjusted EPS (pre-exceptional items – cumulative over three years) (28%)	​	635c	​	775c	​	1,078c	​	28.00%
Adjusted ROCE (three-year average) (28%)	​	13.0%	​	16.0%	​	19.4%	​	28.00%
Relative TSR vs. a select peer group (29%)	​	Median	​	Upper quartile	​	Below median	​	0.00%
ESG-Planet	​	​	​	​	​	​	​	​
Adjusted CO2 Emissions Reduction (5%)	​	39.5%	​	45.5%	​	43.00%	​	3.44%
Adjusted Water Discharge Reduction (5%)	​	45%	​	55%	​	36.93%	​	0.00%
Adjusted Waste to Landfill Reduction (5%)	​	25%	​	27%	​	36.10%	​	5.00%
Overall vesting	​	​	​	​	​	​	​	64.44%

The peer group used for the TSR measure comprised the following companies: Billerud Korsnas, Cascades, DS Smith, Empresas CMPC, Graphic Packaging, International Paper, Klabin, Mayr-Melnhof, Metsa Board, Mondi, Packaging Corporation of America, Stora Enso, UPM-Kymmene and WestRock. Smurfit Kappa finished below median in terms of TSR outcome, as calculated by the external remuneration advisors Ellason, against the peer group for the performance period and was therefore below the threshold in terms of the achievement for the 2021 award.

In determining the outcomes of the 2023 annual bonus and the 2021 PSP cycle, including consideration of potential for windfall gains, the Smurfit Kappa remuneration committee was satisfied that the outcomes reflected the underlying performance of Smurfit Kappa and the experience of stakeholders, and therefore deemed it unnecessary to apply any discretionary overrides or adjustments.

Defined Contribution Pensions

In line with the requirements of the UK Corporate Governance Code and reflecting external sentiment on executive pensions, the Smurfit Kappa remuneration committee agreed with Messrs. Smurfit and Bowles in 2020 that company contributions for their defined contribution pension would be reduced on a phased basis to be in line with the workforce by the end of 2022 (i.e. effective 1 January 2023). The final reduction in their pension rates to 10% of salary was effective from 1 January 2023 and brought the contribution rate in line with the workforce. Messrs. Sellier and Mayer are not subject to the requirements of the UK Corporate Governance Code. The company contributions for Messrs. Sellier and Mayer in 2023 were $19,800 (3.3% of salary) and $4,943 (0.7% of salary), respectively.

Executive Share Ownership Requirements

To align the interests of executive officers with those of shareholders and incentivise long-term performance, the executive officers are subject to certain share ownership requirements. The Group CEO is

338

required to build a shareholding equivalent to 300% of basic salary, the Group CFO a shareholding equivalent to 200% of basic salary and other executive officers a shareholding equivalent to 100% of basic salary. The Group CEO and CFO will normally also be subject to a post-cessation shareholding requirement. The share ownership requirement will apply for the first year post-departure and 50% of the requirement will apply for the second year post-departure.

Retention Bonus Letters with Messrs. Bowles, Sellier and Mayer

In connection with the Combination, Smurfit Kappa entered into retention bonus letters with each of Messrs. Bowles, Sellier and Mayer, the material terms of which are summarized below.

Smurfit Kappa has entered into a retention bonus arrangement with Mr. Bowles whereby Smurfit Kappa will procure the payment to Mr. Bowles of a gross amount equal to €1,135,686, representing 18 months of his base salary at Smurfit Kappa, within 30 days of the date which is the 6 month anniversary of the date of Completion provided that he remains in employment with Smurfit Kappa and its affiliates through the payment date and subject to the satisfactory performance of his role. The arrangement provides that if Mr. Bowles’ employment is terminated prior to the retention bonus payment date for reasons other than misconduct, payment of the retention bonus will be paid promptly following the termination date. If Mr. Bowles resigns or is terminated for misconduct prior to the retention bonus payment date, he will not receive a retention bonus payment.

Smurfit Kappa has entered into a retention bonus arrangement with Mr. Sellier whereby Smurfit Kappa will procure the payment to Mr. Sellier of a gross amount equal to $897,000, representing 18 months of his base salary at Smurfit Kappa, within 30 days of the date which is the 6 month anniversary of the date of Completion provided that he remains in employment with Smurfit Kappa and its affiliates through the payment date and subject to the satisfactory performance of his role. The arrangement provides that if Mr. Sellier’s employment is terminated prior to the retention bonus payment date for reasons other than misconduct, payment of the retention bonus will be paid promptly following the termination date. If Mr. Sellier resigns or is terminated for misconduct prior to the retention bonus payment date, he will not receive a retention bonus payment.

Smurfit Kappa has entered into a retention bonus arrangement with Mr. Mayer whereby Smurfit Kappa will procure the payment to Mr. Mayer of a gross amount equal to €683,173, representing 12 months of his base salary at Smurfit Kappa, within 30 days of the first anniversary of the date of Completion provided that he remains in employment with Smurfit Kappa and its affiliates through the payment date and subject to the satisfactory performance of his role. The arrangement provides that if Mr. Mayer’s employment is terminated prior to the retention bonus payment date for reasons other than misconduct, payment of the retention bonus will be paid promptly following the termination date. If Mr. Mayer resigns or is terminated for misconduct prior to the retention bonus payment date, he will not receive a retention bonus payment.

Compensation Recovery Provisions

Recovery provisions (clawback and malus) may be enforced in the event of:

•

A material misstatement of the Group’s consolidated audited financial statements

•

Where an award was determined by reference to an assessment of a performance condition which was based on an error, or inaccurate or misleading information

•

Fraud or other material financial irregularity affecting Smurfit Kappa

•

The occurrence of an event that causes or is likely to cause reputational damage to Smurfit Kappa

•

Serious misconduct by a participant

•

Corporate failure

•

Other circumstances which the Smurfit Kappa remuneration committee in its discretion considers to be similar in their nature or effect as the above

339

Recovery provisions may be enforced in respect of the cash bonus for three years following payment, in respect of deferred shares at any time prior to the normal vesting date and in respect of PSP awards for five years from grant.

Roles of the Smurfit Kappa remuneration committee

Roles of the Smurfit Kappa remuneration committee include the following:

•

Determine the remuneration framework or broad policy for the Smurfit Kappa Chair of the Board of Directors, Chief Executive Officer, Chief Financial Officer, and other senior executives

•

Continually review the ongoing appropriateness, competitiveness and relevance of remuneration policies

•

Approve the design and determine targets for any performance-related pay schemes

•

Determine the policy for and scope of pension arrangements for Chief Executive Officer, Chief Financial Officer and other senior executives

•

Review the workforce remuneration trends and related policies across Smurfit Kappa and the alignment of incentives and reward with Smurfit Kappa’s culture

•

Oversee any major changes in employee benefits throughout Smurfit Kappa

•

Ensure effective engagement with relevant stakeholders in relation to remuneration and related policies and practices

The Smurfit Kappa remuneration committee is chaired by Jørgen Buhl Rasmussen and currently comprises three non-executive directors. The Smurfit Kappa remuneration committee receives advice from independent remuneration consultants, as appropriate, to supplement its knowledge and to keep the committee updated on current trends and practices. In 2023, the Smurfit Kappa remuneration committee received advice from its independent advisors, Ellason LLP, in relation to the external governance landscape and on the approach to executive remuneration in Smurfit Kappa going forward. The Smurfit Kappa remuneration committee considers that the advice provided by Ellason, who do not have any other affiliation with Smurfit Kappa, was objective and independent. An internal evaluation of the Smurfit Kappa remuneration committee was undertaken in 2023. The conclusion from that process was that the performance of the Smurfit Kappa remuneration committee and its Chair were satisfactory.

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table for 2023

Name and Principal Position (a)(5)

Year (b)

Salary ($) (c)

Stock Awards ($) (e)(1)

Non-Equity Incentive Plan Compensation ($) (g)(2)

Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (h)(3)

All Other Compensation ($) (i)(4)

Total ($) (j)

Anthony Smurfit

​

2023

​

1,282,083

​

4,063,801

​

871,752

​

—

​

132,838

​

6,350,474

Group Chief Executive Officer

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Ken Bowles

​

2023

​

787,293

​

2,145,450

​

535,319

​

—

​

109,605

​

3,577,667

Group Chief Financial Officer

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Laurent Sellier

​

2023

​

598,000

​

1,575,693

​

370,493

​

—

​

188,859

​

2,733,045

Chief Executive Officer, the Americas

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Saverio Mayer

​

2023

​

710,395

​

1,881,992

​

446,297

​

—

​

101,846

​

3,140,530

Chief Executive Officer, Europe

​

​

​

​

​

​

​

​

​

​

​

​

​

​

340

(1)

Amounts in this column represent the aggregate grant date fair value of Smurfit Kappa deferred bonus plan awards and performance share plan awards calculated in accordance with generally accepted accounting principles for stock-based compensation in Accounting Standards Codification Topic 718. This column was prepared assuming none of the awards were or will be forfeited. The amounts were calculated based on assumptions as described in Note 16 of Smurfit Kappa’s audited financial statements in this proxy statement/prospectus.

(2)

Amounts in this column represent the 50% of the 2023 annual bonus that is paid in cash. As described above, the remaining 50% of annual bonus is paid in the form of deferred bonus plan awards. The deferred bonus awards granted in 2023 in respect of the 2022 performance period are included in column (e). The deferred bonus awards granted in 2024 in respect of the 2023 performance period will be reported in the 2024 Summary Compensation Table, with values equal to the portion paid in cash and set forth in this column (g).

(3)

Amounts in this column represent the changes in the actuarial present value for the executive officers’ accumulated benefits under Smurfit Kappa’s defined benefit pension scheme, collectively referred to as the “accumulated pension change.” Messrs. Sellier and Mayer have not participated in the defined benefit pension scheme. In 2023, Messrs. Smurfit and Bowles accepted a transfer value option which was made available to all employed members of the defined benefit pension scheme during the year, as a result of which their accumulated benefits under the scheme are zero as of December 31, 2023. Accumulated pension change amounts that are negative have not been included in this column pursuant to applicable rules and are set forth in the table below.

Name	Year		Accumulated Pension Change ($)
Anthony Smurfit	​	2023	​	(7,981,640)
Ken Bowles	​	2023	​	(1,514,876)

(4)

All Other Compensation for 2023 is comprised of:

Name	Defined Contribution Pension Plan ($)(a)		Cash Allowance in Lieu of Pension Contributions ($)(b)		Company Car ($)(c)		HealthCare/​ Check-up Benefits ($)(d)		Housing Benefit ($)(e)		Travel Allowance ($)(f)		Total ($)
Anthony Smurfit	​	—	​	128,208	​	4,630	​	—	​	—	​	—	​	132,838
Ken Bowles	​	—	​	78,729	​	30,876	​	—	​	—	​	—	​	109,605
Laurent Sellier	​	19,800	​	—	​	18,000	​	22,119	​	98,940	​	30,000	​	188,859
Saverio Mayer	​	4,943	​	—	​	26,908	​	11,409	​	58,586	​	—	​	101,846

(a)

Represents company contributions to the Smurfit Kappa defined contribution pension arrangement.

(b)

Represents cash allowance in lieu of company contributions to the Smurfit Kappa defined contribution pension arrangement.

(c)

Represents the aggregate incremental cost to Smurfit Kappa of providing car benefits.

(d)

Represents the aggregate incremental cost to Smurfit Kappa of providing management level healthcare/check-up benefits.

(e)

Represents lease payments made by Smurfit Kappa on behalf of, and housing allowance paid to, Messrs. Sellier and Mayer. With respect to Mr. Sellier, this benefit was part of the relocation benefits package provided in connection with his relocation to the United States and expired in 2023.

(f)

Represents travel allowance paid to Mr. Sellier. This benefit was part of Mr. Sellier’s relocation benefits package provided in connection with his relocation to the United States and expired in 2023.

341

(5)

Titles in the table reflect positions with Smurfit Kappa during 2023. See table above (under “Historical Compensation”) for titles with Smurfit WestRock following the Completion. Other than cash compensation for Mr. Sellier (which was paid in US dollars) and the equity award grant date fair values in column (e) (which were calculated using assumptions described in Note 16 of Smurfit Kappa’s audited financial statements in this proxy statement/prospectus and based on exchange rates used for such purpose), compensation for the executive officers was paid in Euros and is presented in the table in US dollars based on the average daily exchange rate for 2023 as reported by Bloomberg — 1.08144.

Grants of Plan-Based Awards in 2023

​

​

​

Estimated Future Payouts Under Non-Equity Incentive Plan Awards

Estimated Future Payouts Under Equity Incentive Plan Awards

All Other Stock Awards: Number of Shares of Stock or Units (#) (i)

Grant Date Fair Value of Stock Awards ($) (l)

Name (a)

Grant Date (b)

Threshold ($) (c)

Target ($) (d)

Maximum ($) (e)

Threshold (#) (f)

Target (#) (g)

Maximum (#) (h)

Anthony Smurfit

​

2/1/2023(1)

​

0

​

480,781

​

961,562

​

​

​

​

​

​

​

​

​

​

​

​

9/22/2023(2)

​

​

​

​

​

​

​

22,954

​

N/A

​

91,816

​

​

​

3,166,734

​

​

9/22/2023(3)

​

​

​

​

​

​

​

​

​

​

​

​

​

23,049

​

897,067

Ken Bowles

​

2/1/2023(1)

​

0

​

295,235

​

590,469

​

​

​

​

​

​

​

​

​

​

​

​

9/22/2023(2)

​

​

​

​

​

​

​

11,558

​

N/A

​

46,233

​

​

​

1,594,576

​

​

9/22/2023(3)

​

​

​

​

​

​

​

​

​

​

​

​

​

14,154

​

550,874

Laurent Sellier

​

2/1/2023(1)

​

0

​

224,250

​

448,500

​

​

​

​

​

​

​

​

​

​

​

​

9/22/2023(2)

​

​

​

​

​

​

​

8,655

​

N/A

​

34,620

​

​

​

1,194,044

​

​

9/22/2023(3)

​

​

​

​

​

​

​

​

​

​

​

​

​

9,806

​

381,649

Saverio Mayer

​

2/1/2023(1)

​

0

​

266,398

​

532,796

​

​

​

​

​

​

​

​

​

​

​

​

9/22/2023(2)

​

​

​

​

​

​

​

10,175

​

N/A

​

40,700

​

​

​

1,403,743

​

​

9/22/2023(3)

​

​

​

​

​

​

​

​

​

​

​

​

​

12,288

​

478,249

(1)

Represents 50% of the annual bonus for 2023 granted pursuant to the Smurfit Kappa 2023 annual bonus plan and paid in cash. As described above, the remaining 50% of the bonus is expected to be awarded in the form of deferred bonus plan awards granted in 2024 subject to service-based vesting.

(2)

Performance share plan awards for the 2023-2025 performance period granted pursuant to the Smurfit Kappa performance share plan. Performance share plan awards do not have a target performance level. The maximum number of shares issuable in respect of the award is presented in the “Maximum” column, and the number of shares issuable upon the achievement of threshold performance is presented in the “Threshold” column.

(3)

Deferred bonus plan awards in respect of 2022 annual bonus granted pursuant to the Smurfit Kappa 2022 annual bonus plan.

342

Outstanding Equity Awards at Fiscal Year-End 2023

​	Stock Awards
Name (a)	Number of Shares or Units of Stock That Have Not Vested (#) (g)(1)		Market Value of Shares or Units of Stock That Have Not Vested ($) (h)(2)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)(3)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j)(2)
Anthony Smurfit	​	59,688	​	2,316,018	​	216,988	​	8,419,583
Ken Bowles	​	35,910	​	1,393,382	​	108,241	​	4,199,975
Laurent Sellier	​	22,780	​	883,911	​	73,611	​	2,856,259
Saverio Mayer	​	30,372	​	1,178,496	​	90,815	​	3,523,810

(1)

Below is the breakdown by year of the outstanding Smurfit Kappa deferred bonus plan awards as of December 31, 2023:

Name	Award in respect of 2019 bonus (vesting period 2020-2022) (#)a		Award in respect of 2020 bonus (vesting period 2021-2023) (#)		Award in respect of 2021 bonus (vesting period 2022-2024) (#)		Award in respect of 2022 bonus (vesting period 2023-2025) (#)		Total (#)
Anthony Smurfit	​	1,746	​	17,114	​	17,779	​	23,049	​	59,688
Ken Bowles	​	980	​	9,940	​	10,836	​	14,154	​	35,910
Laurent Sellier	​	—	​	6,028	​	6,946	​	9,806	​	22,780
Saverio Mayer	​	—	​	8,622	​	9,462	​	12,288	​	30,372

(a)

The 2020 deferred bonus plan award of Messrs. Smurfit and Bowles was subject to an underpin pending the final outcome of appeals by Smurfit Kappa Italia of fines imposed on the Smurfit Kappa subsidiary in 2019. As the outcome was not known at the time of vesting, the Smurfit Kappa remuneration committee considered the vesting of the 2020 deferred bonus plan awards and in their discretion decided to withhold 10% of the award pending the final outcome of the process for Smurfit Kappa Italia, which withheld amount remained outstanding as of December 31, 2023.

(2)

Value based on the number of deferred bonus plan awards or performance share plan awards reflected in column (g) or (i), as applicable, multiplied by $38.80, which is the Smurfit Kappa year-end per share closing stock price for 2023 (€35.88) converted to U.S. dollars based on the average daily exchange rate for 2023 as reported by Bloomberg — 1.08144.

(3)

Below is a breakdown by year of the outstanding Smurfit Kappa performance share plan awards as of December 31, 2023:

Name	2021-23 Award (#)		2022-24 Award (#)		2023-25 Award (#)		Total (#)
Anthony Smurfit	​	48,236	​	75,921	​	92,831	​	216,988
Ken Bowles	​	23,269	​	38,228	​	46,744	​	108,241
Laurent Sellier	​	13,549	​	25,060	​	35,002	​	73,611
Saverio Mayer	​	19,380	​	30,286	​	41,149	​	90,815

The number of shares and values shown above for the performance share plan awards reflect the achievement of applicable performance goals at the maximum level, except that for the 2021-23 award, the numbers and values reflect the actual level of achievement of applicable performance goals as certified by the Smurfit Kappa remuneration committee in early 2024 — i.e., 64.44% of maximum.

343

Option Exercises and Stock Vested During 2023

​	Stock Awards
Name (a)	Number of Shares Acquired on Vesting (#) (d)(1)		Value Realized on Vesting ($) (e)(2)
Anthony Smurfit	​	95,275	​	3,238,365
Ken Bowles	​	45,784	​	1,556,183
Laurent Sellier	​	30,677	​	1,042,701
Saverio Mayer	​	42,141	​	1,432,358

(1)

Reflects Smurfit Kappa performance share plan awards for the 2020-22 performance period ended December 31, 2022, which were settled on September 22, 2023, and Smurfit Kappa deferred bonus plan awards in respect of 2019 (vesting period 2020-22), which were settled on September 22, 2023. Includes corresponding dividend equivalents, which were credited in the form of additional units, in the case of performance share plan awards.

(2)

Reflects the value of Smurfit Kappa performance share plan awards and deferred bonus plan awards based on the closing stock price of €31.43 per share on September 22, 2023 (as converted to U.S. dollars based on the average daily exchange rate for 2023 as reported by Bloomberg — 1.08144). Although not included in the table above, the value of cash dividend equivalents paid on vested deferred bonus plan awards to Messrs. Smurfit, Bowles, Sellier and Mayer was $58,730, $32,957, $22,686, and $25,957, respectively (which amounts were paid in Euros but converted to U.S. dollars based on the exchange rate noted in the previous sentence).

Pension Benefits for 2023

Name (a)	Plan Name (b)		Number of Years Credited Service (#) (c)		Present Value of Accumulated Benefit ($) (d)(1)
Anthony Smurfit	​	—	​	—	​	—
Ken Bowles	​	—	​	—	​	—
Laurent Sellier	​	—	​	—	​	—
Saverio Mayer	​	—	​	—	​	—

(1)

As noted above, Messrs. Smurfit and Bowles accepted a transfer value option which was made available to all employed members of the defined benefit pension scheme during the year, as a result of which their accumulated benefits under the scheme are zero as of December 31, 2023. Messrs. Sellier and Mayer have not participated in the defined benefit pension scheme.

Defined Benefit Pension Plan

Messrs. Smurfit and Bowles previously participated in a Smurfit Kappa contributory defined benefit pension plan based on an accrual rate of 1/60th of pensionable salary for each year of pensionable service, designed to provide two thirds of salary at retirement for full service. The plan was closed to future accrual with effect from June 30, 2016 and was replaced by a defined contribution plan. All pension benefits are determined solely in relation to basic salary. As noted above, during 2023, Smurfit Kappa made a transfer value option available to all employed members of the plan. The terms of the transfer value option were consistent across all members. On acceptance of the option all associated defined benefit pension obligations in respect of Messrs. Smurfit and Bowles have been removed.

Potential Payments upon Termination or Change of Control

This section describes the payments and benefits the executive officers would receive in connection with certain employment termination scenarios or upon a change of control during fiscal year 2023. Other

344

than cash payments to Mr. Sellier (which would be made in U.S. dollars), such payments and benefits would be made in Euros but are presented in this section in U.S. dollars based on the average daily exchange rate for 2023 as reported by Bloomberg — 1.08144.

Executive Officers

Service Contracts

During fiscal year 2023, Mr. Smurfit was party to a service contract with Smurfit Kappa which provided for, in the event of a termination of Mr. Smurfit’s employment by the employer without cause, 12 months’ advance notice or, at the employer’s option, payment in lieu of notice (“PILON”) equal to (a) annual salary, (b) highest annual bonus for the prior three years, (c) regular pension contributions made by the company in respect of annual salary and (d) cash value of any perks or benefits on an annual basis (other than equity or equity-like incentives). If such termination occurred on December 31, 2023 and the employer chose to provide PILON, the estimated value of the PILON payments and benefits would be: $3,225,657.

During fiscal year 2023, Mr. Bowles was party to a service contract with Smurfit Kappa which provides for, in the event of a termination of Mr. Bowles’s employment by the employer without cause, 12 months’ notice or, at the employer’s option, PILON equal to (a) annual salary, (b) regular pension contributions made by the company in respect of annual salary and (c) cash value of any perks or benefits on an annual basis (other than equity or equity-like incentives). If such termination occurred on December 31, 2023 and the employer chose to provide PILON, the estimated value of the PILON payments and benefits would be: $896,898.

The service contracts with Messrs. Smurfit and Bowles do not provide for enhanced severance benefits in the event of a qualifying termination in connection with a change in control.

During fiscal year 2023, Mr. Sellier was eligible to receive termination indemnity payments, in the event of a termination of Mr. Sellier’s employment by the employer without cause, equal to 0.5 months of cash compensation per year of seniority capped at 15 months, which amount is increased by 15% because Mr. Sellier was aged 55 or over. Cash compensation used to calculate the indemnity is based on 1/12 of the gross remuneration of the past 12 months preceding the termination and consists of base salary, cash bonus and any BIK or contractual allowance which are part of the gross payment. If such termination occurred on December 31, 2023, the estimated value of the termination indemnity payments would be: $1,456,289.

During fiscal year 2023, Mr. Mayer was eligible for the payment of PILON and termination payments provided for under Italian law and the applicable National Collective Agreement, in the event of a termination of Mr. Mayer’s employment by the employer without cause, equal to 12 months of total compensation, which is calculated by taking into account, in addition to base salary, the average amount of any bonuses paid in the last three years of employment plus the value of any benefits assigned to Mr. Mayer. If such termination occurred on December 31, 2023, the estimated value of the termination payments would be: $1,745,967.

Treatment of Incentive Compensation

The table below sets out the treatment of annual bonus, deferred bonus plan awards and performance share plan awards for good and bad leavers. A good leaver is an executive who ceases to be an employee of Smurfit Kappa by reason of:

•

death;

•

ill health, injury or disability;

•

redundancy;

•

retirement with the agreement of the Smurfit Kappa remuneration committee; or

•

the sale of the individual’s employing business or company out of Smurfit Kappa; or

•

other circumstances at the discretion of the Smurfit Kappa remuneration committee.

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Estimated values in the table below assume a good leaver termination on December 31, 2023 and are calculated based on the closing stock price of Smurfit Kappa as of such date (€35.88) and converted to U.S. dollars based on the average daily exchange rate for 2023 as reported by Bloomberg — 1.08144, as applicable. The values of performance share plan awards with a performance period ending on December 31, 2023 are reflected based on actual performance and the values of performance share plan awards with performance periods ending after December 31, 2023 are estimated assuming performance goals are achieved in full.

Awards	Bad Leavers	Good Leavers	Estimated Values
Annual Bonus Plan	Not eligible to receive a bonus, except where a contractual entitlement exists.	If the termination date falls during the performance year, eligible for a bonus pro-rated for time and performance as appropriate.	Mr. Smurfit: $1,162,336 Mr. Bowles: $713,760 Mr. Sellier: $493,991 Mr. Mayer: $595,063
​	​	Awards will be paid in the normal manner, including an appropriate balance of cash and shares, subject to the Smurfit Kappa remuneration committee determining a different approach should apply (e.g. on death).	The above amounts are based on actual performance in respect of 2023.
Deferred Bonus Plan Awards	Awards lapse in full on cessation of employment.	Outstanding awards will be retained by participants and would vest in full at the normal time.	Mr. Smurfit: $2,316,018 Mr. Bowles: $1,393,382 Mr. Sellier: $883,911 Mr. Mayer: $1,178,496
​	​	The Smurfit Kappa remuneration committee retains discretion to accelerate vesting where it is considered appropriate (e.g. on death).	​
Performance Share Plan Awards	For leavers during the performance period, awards lapse in full on cessation of employment.	During the performance period, outstanding awards will be retained and would vest at the normal time taking into account the extent to which the performance conditions have been achieved (measured at the normal time) and time in employment as a proportion of the performance period.	Mr. Smurfit: $5,036,263 Mr. Bowles: $2,496,357 Mr. Sellier: $1,626,699 Mr. Mayer: $2,067,656
​	​	For any leavers during the holding period, outstanding awards will be released at the	​

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Awards	Bad Leavers	Good Leavers	Estimated Values
​	​	normal time, except where a participant is summarily dismissed, in which case awards lapse in full on cessation of employment.	​
​	​	The Smurfit Kappa remuneration committee retains discretion to accelerate the vesting or release of awards where it is considered appropriate (e.g. on death).	​

Other than as set forth in the table above, there is no enhanced termination treatment in respect of the annual bonus, deferred bonus plan awards and performance share plan awards in the event of a qualifying termination in connection with a change in control.

POST-COMPLETION COMPENSATION ARRANGEMENTS

This section discusses certain compensation arrangements that are expected to apply to executive officers of Smurfit WestRock after Completion. The executive compensation program remains subject to review and approval by the Smurfit WestRock compensation committee after Completion.

Executive Compensation Elements

It is expected that Smurfit WestRock’s executive compensation program will include three principal elements: (i) annual base salary, (ii) annual short-term incentive and (iii) annual long-term incentive.

Annual Base Salary

Annual base salary provides a fixed incentive that corresponds to an executive’s experience and job scope. The expected initial annual base salary of each executive officer will be as set forth in the table below.

Executive Officer	​	Annual Base Salary(1)			Annual Base Salary (USD)(2)
Anthony Smurfit – President and Group Chief Executive Officer	​	​	€	1,387,040	​	$	1,500,000
Ken Bowles – Executive Vice President and Group Chief Financial Officer	​	​	€	878,458	​	$	950,000
Laurent Sellier – President and Chief Executive Officer, North America (including Mexico)