Notification of Transfer(s) from a Standard Listing to a Premium

Smurfit Kappa Group plc announces that it is proposing to transfer the listing category of its ordinary shares (the “Ordinary Shares”) on the Official List of the United Kingdom Listing Authority (“UKLA”) from a Standard Listing to a Premium Listing, and, in parallel, to transfer the listing category of its Ordinary Shares on the Official List of the Irish Stock Exchange (“ISE”) from a Primary Listing to a Secondary Listing (together the “Transfers”).

This follows the review of the Company’s listing arrangements referred to in the Company’s Preliminary Results on 10 February, 2016 and the switching of trading in the Ordinary Shares on the London Stock Exchange from euro to sterling which took effect on 1 March, 2016.

The provision of 20 business days’ notice (which period commenced by way of today’s announcement) is required to effect the Transfers. No shareholder approval is required in connection with the Transfers. It is therefore anticipated that these Transfers will take effect at 8.00 a.m. on 25 April, 2016.

1. Background to and reasons for the proposed Transfers

The SKG Group operates in 21 countries in Europe and is the European leader in corrugated packaging, containerboard, solidboard and solidboard packaging with key positions in several other packaging and paper market segments. The Group also has two bag-in-box facilities, located in Canada and Argentina which are managed as part of the European operations. The Group also operates in 13 countries in the Americas and is the largest pan-regional producer of containerboard and corrugated containers in Latin America. In 2015 the Group’s Europe and Americas segments accounted for approximately 77.1% and 22.9% of revenue respectively.

The Company has had a primary listing on the Official List of the ISE and a secondary listing on the standard listing segment of the Official List of the UKLA, since its IPO in March, 2007.

The proposed changes to the Company’s listing categories in the UK and Ireland are being made so as to assist in increasing the profile of the Company, providing it with exposure, and increasing its attractiveness, to a wider potential investor base and enhancing the liquidity of its shares.

In this context the recent switch to sterling trading in the Ordinary Shares in the UK offers investors greater flexibility in terms of how they hold Ordinary Shares. More specifically the transfer to a Premium Listing in the UK, combined with the transfer to a Secondary Listing in Ireland, together with the commencement of sterling trading in the Ordinary Shares in the UK, positions the Company, subject to a sufficient volume of trading in the Ordinary Shares occurring in the UK in sterling, for future eligibility for admission to the UK Series of the FTSE Indices. Admission of the Company to the FTSE UK Index Series would be expected to further enhance the Company’s profile and access to a wider investor base.

The Company remains committed to retaining its listing on the Irish Stock Exchange, with the euro denominated trading facility provided by the ISE continuing to provide access to a wide range of European investors. Moreover, as further referred to below, there will be no material change in the rights and protections of shareholders as a result of these Transfers. Shareholders in SKG will continue to remain subject to the provisions of a super-equivalent regulatory regime which entails, inter alia, shareholder approvals for material transactions, and the Company will remain subject to EU securities market regulations.

The Transfers do not impact on the on-going operations of the Group and no changes to the business of the SKG Group have been, or are proposed to be made, in connection with the Transfers. SKG remains headquartered, incorporated and tax resident in Ireland.

As at the close of business on 22 March, 2016, the Company had 236,308,544 Ordinary Shares in issue. It is proposed that all of the Ordinary Shares will be the subject of the Transfers.

The effect of the Transfers is that certain additional provisions of the UK Listing Rules will now apply to the Company and certain comparable provisions of the ISE Listing Rules will, when the ISE Transfer is effective, cease to apply to the Company.

The additional provisions of the UK Listing Rules which will apply are set out in Chapters 6 to 13 (inclusive) of the UK Listing Rules and primarily relate to the following matters:

The Company, as a company incorporated in Ireland with securities admitted to trading on a regulated market in Ireland, is, and will remain, subject to the Irish Takeover Rules as administered by the Irish Takeover Panel.  In addition, SKG will remain subject to the Irish Market Abuse Regulations, the Irish Transparency Regulations and the Irish Prospectus Regulations and their respective rules. Aspects of the UK Disclosure and Transparency Rules will also continue to apply to the Company as a result of its securities being admitted to trading on a regulated market in the UK. Ireland will continue to be the home country of the Company for the purposes of compliance with relevant EU directives and the Central Bank of Ireland will continue to be the Company’s competent authority for these purposes.

In the opinion of the Company, the Group has sufficient working capital available for the Group's requirements for at least the next 12 months from the date of this announcement.

*As announced on 10 February, 2016, Mr. Curley is resigning as Group Chief Financial Officer and Director with effect from 31 March, 2016. Mr. Ken Bowles, previously Group Financial Controller has been appointed Group Chief Financial Officer Designate and will succeed Mr. Curley as Group Chief Financial Officer on 1 April, 2016. Mr. Bowles has not been appointed to the Board.

The Directors are committed to maintaining the highest standards of corporate governance. The Annual Report and Accounts in respect of the year ended 31 December, 2015 which has been published on 23 March, 2016, describes how throughout the financial year ended 31 December 2015 the Company applied the principles of the UK Corporate Governance Code, published by the Financial Reporting Council in September 2014 as adopted by the ISE and the LSE, and the Irish Corporate Governance Annex, which supplements the UK Corporate Governance Code with additional corporate governance provisions. The Directors believe that the Group has complied with the provisions of the UK Corporate Governance Code and the Irish Annex throughout 2015.

The Directors intend to continue to report against the provisions of the UK Corporate Governance Code and the Irish Annex following the Transfers.

J&E Davy (“Davy”) is acting as sponsor to the Company under the UK Listing Rules in relation to the Company’s proposed transfer to a Premium Listing. Davy is also acting as sponsor to the Company under the ISE Listing Rules in relation to the proposed transfer to a Secondary Listing. Davy has given and has not withdrawn its written consent to the inclusion of the reference to its name in this Announcement in the form and context in which it is included.

The documents listed below are incorporated by reference into this document and are available on the Company’s website and free of charge from the offices of the Company at Beech Hill, Clonskeagh, Dublin 4, Ireland.

Information incorporated by reference into this document Reference document Page number in reference document

Annual Report and Accounts 2015 

Annual Report and Accounts 2014 

• Independent auditors’ report in relation to Group accounts - Page 63-67
• Consolidated income statement - Page 68
• Consolidated statement of comprehensive income - Page 69
• Consolidated balance sheet - Page 70
• Consolidated statement of cash flows - Page 74
• Consolidated statement of changes in equity - Page 72
• Notes to the accounts - Page 76 – 130

Annual Report and Accounts 2013 

• Independent auditors’ report in relation to Group accounts - Page 63- 65
• Consolidated income statement - Page 66
• Consolidated statement of comprehensive income - Page 67
• Consolidated balance sheet - Page 68
• Consolidated statement of cash flows - Page 72
• Consolidated statement of changes in equity - Page 70
• Notes to the accounts - Page 74 - 129