Smurfit Westrock PLC

This proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s disclosed named executive officer compensation (the “say-on-pay” vote). Management seeks shareholder approval as a governance and accountability measure: the vote provides shareholder feedback on pay-for-performance alignment and on the Compensation Committee’s decisions for base salary, annual incentive (AIP) metrics and payouts, and long‑term incentive (LTIP) design (PSUs weighted to rTSR, adjusted cumulative EPS and ROCE, plus RSUs). The Compensation Discussion and Analysis explains that a substantial majority of NEO pay is at‑risk, that 2025 outcomes reflected above‑target AIP results driven by Adjusted EBITDA, Free Cash Flow, and synergies, and that LTIP performance metrics are aligned with long‑term shareholder value creation. Management emphasizes strong shareholder engagement and notes prior strong say‑on‑pay support (>95% in 2025) as evidence of endorsement for the program. The vote is advisory and therefore not binding, but the Board and Compensation Committee will consider the results when making future compensation decisions. Approving the proposal preserves the current structure and metrics of the Company’s compensation program; a failure to approve would signal shareholder dissatisfaction and could prompt the Compensation Committee to modify program design or target setting. The Board recommends FOR because it believes the program aligns executive incentives with the Company’s medium‑term plan and long‑term shareholder value and that disclosed outcomes appropriately reflect Company performance and governance safeguards (clawbacks, stock ownership guidelines, independent consultant oversight). Given the Company’s recent Combination and emphasis on integration synergies, management views continuity in pay design as important to retaining leadership and executing the medium‑term plan while remaining responsive to shareholder feedback.

This management proposal seeks shareholder authorization under Irish law to renew the directors’ general authority to allot and issue shares or grant rights to acquire shares up to an aggregate nominal amount equivalent to approximately 20% of the Company’s issued share capital, expiring at the next AGM or 18 months. Irish law requires shareholder authorization for allotments from authorized but unissued capital; management views this as customary corporate housekeeping that preserves flexibility to raise capital or issue shares in connection with strategic transactions, acquisitions, or compensation plans without seeking ad hoc shareholder approvals. The 20% cap and 18‑month limit are conventional market terms intended to balance issuer flexibility with shareholder protection. The resolution expressly allows the directors to enter into binding offers before expiry (so allotments after expiry pursuant to such agreements remain permitted). Management also points out that, as a NYSE‑listed company, Smurfit Westrock remains subject to US listing rules and securities laws that provide additional shareholder protections. Board support is framed around maintaining optionality to execute financing, strategic or transactional opportunities promptly and efficiently. Shareholders should evaluate the proposal in the context of the Company’s capital needs, existing dilution, recent share issuances and governance safeguards; approval is routine and generally uncontroversial for public companies incorporated in Ireland. The Board recommends FOR given the need to preserve administrative flexibility and align with Irish market practice while limiting the authority by percentage and time period.

This special‑resolution seeks shareholder approval to permit the directors to allot equity securities for cash without first offering them pro‑rata to existing shareholders (i.e., to disapply statutory pre‑emption rights) in two limited circumstances: (a) rights issues on a prorata basis; and (b) other cash issuances up to a ~20% Section 1023 Amount. Under Irish law such disapplication requires a special resolution and is customarily requested to give management the agility to pursue capital raisings or transactions without procedural delay. Management frames this as customary market practice that balances issuer flexibility with shareholder protection via the 20% cap, expiry after 18 months, and conditioning on the ordinary‑resolution in Proposal 4 (as required by statute). The Board recommends FOR because it believes that the narrowly‑tailored disapplication preserves the Company’s ability to respond quickly to financing and strategic opportunities while limiting dilution and maintaining customary safeguards. Shareholders should consider the cap, the limited duration, and the Company’s recent capital actions and financing needs when assessing the proposal; a refusal could constrain the Company’s ability to execute timely transactions in dynamic market conditions.

This special resolution requests shareholder authorization of the price parameters within which the Company may re-issue treasury shares it holds, a requirement under Irish law. The proposal sets a customary floor and ceiling—95% and 120% of a defined market price (with the nominal value permitted where shares are re‑issued to satisfy employee scheme obligations)—and defines market price as the average closing price on the NYSE and LSE over the five trading days prior to the re‑issue, with the mechanics for selecting higher/lower averages specified. Management seeks this authority to retain flexibility to re‑issue treasury shares for corporate purposes including fulfilling obligations under equity compensation plans, making strategic issuances, or otherwise utilizing treasury stock efficiently. The authority is time‑limited (expires at the next AGM or 18 months) and provides that directors will exercise discretion in setting prices they believe are in the Company’s best interests. From a governance perspective, shareholders should weigh the customary nature of the range, the limited duration, and the protections around measurement of market price; if approved, the Company will be able to re‑issue treasury shares without additional shareholder votes within those parameters. The Board recommends FOR because it considers the proposed range and procedures to be market standard and appropriate to preserve operational and compensation program flexibility while providing clear parameters that constrain dilution and pricing decisions.