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Result of Placing - Disclaimer

ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY SMURFIT KAPPA GROUP PLC IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY.

THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR PERSONS RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THESE MATERIALS.

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The materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in Australia, Canada, Japan or South Africa or in any jurisdiction in which such offers or sales are unlawful (the “Restricted Territories”). The information is for information purposes only and does not constitute an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for shares in the capital of the Company in any Restricted Territory or to any person to whom it is unlawful to make such offer or solicitation. No action has been taken by the Company that would permit an offering of such shares or possession or distribution of the information or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Unless an exemption under relevant securities laws is applicable, no securities may be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the Restricted Territory if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction.  Persons accessing this section of the website are required by the Company to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

The offer and sale of the securities of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended (“Securities Act”), or under the securities laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Any offering of the securities to be made (i) in the United States will be made only to a limited number of “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act (“Rule 144A”) or pursuant to an exemption from the registration requirements of the Securities Act in a transaction not involving any “public offering” and (ii) outside the United States in offshore transactions within the meaning of, and in reliance on, Regulation S under the Securities Act. No public offering of securities of the Company is being made in Ireland, United States, the United Kingdom, any Restricted Territory or elsewhere.

The materials are directed only at and may only be accessed by: (A) persons in a Member State of the European Economic Area who are qualified investors (“Qualified Investors”) within the meaning of Article 2(e) of Regulation (EU) 2017/1129; or (B) in the United Kingdom, Qualified Investors who are also (I) persons having professional experience in matters relating to investments who fall within the definition of “investment professional” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 of the United Kingdom, as amended (the “Order”), (II) persons who fall within Article 49(2)(a) to (d) (“High Net Worth Companies, Unincorporated Associations, etc”) of the Order, or (III) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (A) and (B) above together being referred to as “Relevant Persons”).

In Canada, the information in this section of the website is directed only at and may only be communicated to persons who are resident in the provinces of Ontario, Alberta, Quebec and Manitoba and who are  (i)  purchasing as principal, or are deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) “accredited investors” as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions  or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); and (iii) “permitted clients” as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

This section of the website must not be accessed and the materials contained herein must not be acted on or relied on by persons who are not Relevant Persons. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions. Persons needing advice should consult an independent financial adviser. By clicking “AGREE” below, you certify that you are a Relevant Person, as defined above.

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