Smurfit Westrock plc (SW) Business

Item 1. Business

Overview

Smurfit Westrock was created in July 2024 as a strategic combination between Smurfit Kappa Group plc (re-registered as Smurfit

Kappa Group Limited) (“Smurfit Kappa”), one of the leading integrated corrugated packaging manufacturers in Europe, with a large-

scale pan-regional presence in Latin America, and WestRock Company (“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.

We are a global leader in sustainable, paper-based packaging with extensive scale, quality products and geographic reach and

diversity. We aim to create the ‘go-to’ packaging partner of choice, bringing together highly complementary portfolios and sets of

capabilities benefiting customers, employees and shareholders.

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 a transaction agreement pursuant to which the companies would execute a strategic combination (the

“Combination”). Prior to the Combination, Smurfit Westrock re-registered as an Irish public limited company pursuant to Part 20 of

the Companies Act 2014 of Ireland, as amended (the “Irish Companies Act”) and was renamed “Smurfit Westrock plc.” Upon

completion of the Combination, Smurfit Kappa and WestRock each became wholly-owned subsidiaries of Smurfit Westrock, and

Smurfit Westrock continued as the new holding company of the combined group of Smurfit Kappa and WestRock. As a result of the

Combination, former Smurfit Kappa shareholders and WestRock shareholders became holders of Smurfit Westrock ordinary shares.

Smurfit Westrock 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 a dual listing on the New York Stock Exchange (“NYSE”) and the equity shares (international commercial

companies secondary listing) category of the Official List of the U.K. Financial Conduct Authority (“FCA”), and Smurfit Westrock

ordinary shares trade on the NYSE and the London Stock Exchange’s main market for listed securities.

See “Note 1.1. Description of Business” and “Note 2. Acquisitions” of the Notes to Consolidated Financial Statements for additional

information related to the Combination and the accounting for the Combination.

Products

Our primary products fall into a number of categories, as further described below. Primarily, we produce paper-based packaging

products. Our vertically integrated system provides raw materials of wood or recovered fiber, which are used to manufacture various

grades of board, which are then converted into packaging products. Our main categories of packaging are corrugated containers,

manufactured from containerboard; and consumer packaging, manufactured from paperboard. We also produce other grades of board,

such as solidboard, kraft paper, and graphic board, as well as other packaging products such as solidboard packaging, paper sacks and

bag-in-box.

Containerboard and Corrugated Containers

Containerboard is the general term that describes the intermediate materials used to manufacture corrugated sheet, namely linerboard

and medium.

Linerboard is used to form the inner and outer layers of the corrugated sheet. Linerboard can be manufactured from virgin fiber

(known as “kraftliner”) or recovered paper (known as “testliner”). The recycling of old corrugated cases (“OCC”) provides the

primary source of recovered paper. In general, kraftliner is of higher quality and more versatile than testliner. Linerboard can be

surface treated to improve the printing quality through the use of white, mottled or fully bleached pulp as the top layer.

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Medium is used to form the inner layer of the corrugated sheet. It is primarily manufactured from recovered paper but can also be

manufactured from virgin fiber.

We feed linerboard and corrugating medium into a corrugator that flutes the medium to specified sizes, glues the linerboard and fluted

medium together, and slits and cuts the resulting corrugated paperboard into corrugated sheets whose dimensions fit ultimate customer

specifications, and are subsequently converted into corrugated packaging.

Corrugated packaging refers to the conversion of corrugated sheets through the production and the sale of corrugated containers and

other corrugated products including displays. Corrugated packaging is used to provide protective packaging for shipment and

distribution of food, paper, health and beauty, and other household, consumer, commercial and industrial products. Corrugated

packaging may also be graphically enhanced for retail sale, particularly in club store locations. Our corrugated packaging operations

manufactures primarily corrugated sheets, corrugated packaging and preprinted linerboard for sale to consumer and industrial products

manufacturers and corrugated box manufacturers. We produce a wide range of high-quality corrugated containers designed to protect,

ship, store, promote and display products made to our customers’ specifications.

Paperboard and Consumer Packaging

Paperboard is a general term that describes the intermediate materials used primarily to produce folding cartons and other consumer

packaging products. There are a number of different types of paperboard, that can be manufactured using virgin fiber or recovered

paper, or a recycled basestock that is laminated with kraftliner. Paperboard can be unbleached, coated or fully bleached, and

manufactured primarily using either wood or recovered fiber as a primary raw material. These are used primarily to manufacture

folding cartons and can have specialty characteristics such as grease masking and microwaveability.

Consumer packaging is used mainly as primary packaging for products, providing convenience, marketing support and protection for

products, and can consist of folding cartons, carriers and other containers. Our folding cartons are used to package items for industries

such as food, paper, beverages, dairy products, confectionery, health and beauty and other household consumer, commercial and

industrial products, primarily for retail sale. Our folding cartons are also used by our customers to attract consumer attention at the

point-of-sale. We also manufacture express mail packages for the overnight courier industry, provide inserts and labels, as well as

rigid packaging and other printed packaging products, such as transaction cards (e.g., credit, debit, etc.), brochures, product literature,

marketing materials (such as booklets, folders, inserts, cover sheets and slipcases) and grower tags and plant stakes for the

horticultural market. For the global healthcare market, we manufacture paperboard packaging for over-the-counter and prescription

drugs.

Solidboard and Solidboard Packaging

Solidboard is a layered form of paperboard. It has an outer layer of linerboard, which is laminated onto a solid layer of recycled paper,

producing a product that is heavier and more resistant to moisture and cold than corrugated containers. Solidboard is better suited for

certain more demanding packaging applications which may be exposed to wet conditions and freezing temperatures, such as the

transportation of fresh products, including fruit, vegetables, fish, meat, poultry and dairy products. Solidboard sheets are produced in

paper mills and converted into solidboard packaging in converting units.

Graphic Board

Graphic board is a heavyweight type of solidboard with distinct properties, including rigidity and stability, which makes it suitable for

processing into different applications, such as book covers, game boards, jigsaw puzzles and lever arch files, onto which sophisticated

graphics can be laminated.

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Kraft Paper and Paper Sacks

Kraft paper is a grade of paper made primarily from wood which is used in different applications, the key one being in paper sack

production, with the grade being known as sack kraft. Sack kraft is either converted into sacks for industrial use, transporting building

materials, agriculture, chemicals, minerals and animal feed, or bags subject to high quality graphics for more sophisticated packaging

end uses such as pet food and retail carrier bags. Other kraft paper has a large number of uses such as but not limited to paper bags,

wrapping, and interleaving products.

Bag-In-Box

Bag-in-box is a form of packaging where a liquid is packed in a flexible plastic film or “bag” with a tap attached, which is then

generally inserted into a corrugated container.

Geographical Footprint

We maintain operations in 40 countries, primarily in North America, Latin America and Europe, and with some operations in Asia,

Africa and Australia. In North America, we are a leader in corrugated and consumer packaging, containerboard and paperboard. In

Europe, we are one of the leading companies by production volume in corrugated packaging, containerboard and bag-in-box, and one

of the leading producers of consumer packaging. In Latin America, we are a large-scale pan-regional player in corrugated packaging

and containerboard.

We currently operate 57 paper mills (36 of which produce containerboard only, seven of which produce paperboard only, with six

producing both, five producing containerboard and another grade, one producing paperboard and another grade and two producing

kraft paper only), 450 converting plants (329 of which convert containerboard into corrugated containers, 84 of which convert

paperboard into consumer packaging or manufacture leaflets or labels for consumer packaging, five sack plants and 32 other

conversion facilities), 70 recovered fiber facilities, two wood procurement operations in Europe (which together provide raw material

for our mills in Europe), two forestry operations in Latin America, 57 distribution facilities in North America, and 30 other production

facilities carrying out other related activities. In addition, we have approximately 308,000 acres of forests and plantations, the majority

of which are owned in Latin America. These forests and plantations support mill operations in addition to propagating trees for

planting. Our footprint allows us to better serve customers in close proximity to our corrugated box plants.

Our geographic reach is organized around three segments:

•North America (including the U.S., Canada and Mexico);

•Europe, the Middle East and Africa (“MEA”) and Asia-Pacific (“APAC”); and

•Latin America (“LATAM”).

The North America, Europe, MEA and APAC and LATAM segments are each highly integrated within the segment and there are

many interdependencies within these operations. They each include a system of mills and plants that primarily produce a number of

grades of containerboard that is converted into corrugated containers within each segment, or is sold to third parties.

In addition, the North America segment also produces paperboard, kraft paper and market pulp; other paper-based packaging, such as

folding cartons, inserts, labels and displays and also engages in the assembly of displays as well as the distribution of packaging

products.

The Europe, MEA and APAC segment also produces other types of paper, such as solidboard, graphic board, sack kraft paper and

machine glazed paper (together known as kraft paper) and graphic paper; and other paper-based packaging, such as honeycomb,

solidboard packaging, folding cartons, inserts and labels; and bag-in-box packaging (the latter with operations located in Europe,

Argentina, Canada, Mexico and the U.S., but managed under the Europe, MEA and APAC segment).

The LATAM segment also comprises forestry; other types of paper, such as paperboard and kraft paper; and paper-based packaging,

such as folding cartons and paper sacks.

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Our global corporate headquarters are located in Dublin, Ireland, our North American operations are headquartered in Atlanta,

Georgia, U.S., our Europe, MEA and APAC operations are headquartered in Amsterdam, the Netherlands and our Latin American

operations are headquartered in Florida, U.S.

Business Strategy

Our business strategy combines the key strategic priorities of both Smurfit Kappa and WestRock, with a continuing focus on the

successful integration of the two businesses.

Our Vision

Our vision is to dynamically and sustainably deliver secure, superior and long-term value for all stakeholders, as one of the world’s

great companies, guided by our core values of safety, loyalty, integrity and respect. Stakeholders comprise shareholders, employees,

customers, local communities and suppliers.

•One of the World’s Great Companies. We strive to operate a globally admired business, underpinned by the following; (i)

our core values; (ii) being an employer of choice; (iii) providing a demonstrably differentiated offering to our customers; (iv)

being a leader in sustainability in the industry; and (v) being valued in excess of our peers.

•Dynamically and Sustainably Delivering. With a performance-led culture and a diverse workforce that is both driven and

engaged, we seek to seize internal and external growth opportunities by engaging in disciplined and focused capital allocation

in order to present a highly differentiated and sustainable offering to customers.

•Secure, Superior and Long-Term Value. In seeking secure and superior value creation, over the long-term, we 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 our assets. We aim to have a team

of dedicated and engaged employees continually innovating across our product range.

Our vision guides our strategic objective of maintaining and deepening long-term customer relationships by seeking to provide

customers with innovative and differentiated sustainable packaging solutions that aim to enhance customers’ prospects of success in

their end markets.

To achieve this objective, we have identified three key areas of focus through our integrated system:

•Converting. Capitalize on differentiation to drive growth. This differentiation encompasses our paper-based packaging

offerings of corrugated and consumer packaging across our segments, along with other specialist product offerings such as

bag-in-box and paper sacks. The offerings are supported by our innovation initiatives.

•Paper. Drive the optimization of our paper system to service the growth of the downstream converting businesses, taking into

account the dynamics of the marketplace. This is a particular focus in light of the enlarged paper system that was 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, we have developed the following strategic priorities:

1.Expanding market positions through focused growth, including in particular driving the sustainability agenda;

2.Continuing focus on customer engagement and innovation to become the supplier/partner of choice for our

customers;

3.Enhancing operational excellence through the continuous upgrade of customer offerings and service;

4.Recruiting, retaining, developing and motivating the best people; and

5.Efficiently allocating capital.

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Segment Overview

A) North America Segment

Our North American operations are in the U.S., Canada and Mexico.

Sales of our North America segment accounted for 58.5% of our net sales to external customers in 2025. See “Note 3. Segment

Information” of the Notes to Consolidated Financial Statements, as well as Item 7. “Management’s Discussion and Analysis of

Financial Condition and Results of Operations”, for additional information.

Products

We are one of the largest integrated producers of linerboard, white-top linerboard and containerboard and kraft paper in North

America (including the U.S., Canada and Mexico), and we serve primarily corrugated packaging markets. We are one of the largest

producers of paperboard in North America, and we operate both integrated virgin and recycled fiber mills. Our mill system

manufactures paper for our converting system that utilizes the paper in the manufacture and sale of packaging products to our external

packaging customers, together with sales of paper to external paper customers.

Mills

Our North America segment mill operations consist of 27 mills. Our mill operations consist of both integrated virgin and recycled

fiber mills, that produce containerboard, paperboard and specialty grades, including kraft paper and market pulp. The majority of the

output of the mill system is used in our own converting operations.

We have recycling operations in the segment whose business is conducted as a procurement function, focusing on the procurement of

low cost, high quality recycled fiber for our mill system. See Item 2. “Properties” for additional information on our annual production

capacity and types of containerboard and paperboard we manufacture, and Item 1. “Business — Sales and Marketing” for additional

information on our vertical integration.

In the year ended December 31, 2025 our containerboard mills in North America produced approximately 9.3 million tons and our

paperboard mills in North America produced approximately 3.2 million tons.

Any paper not used in our own operations is sold through our commercial paper operations, generating revenues primarily from the

sale of containerboard, paperboard and specialty grades to external customers, and we serve primarily corrugated packaging, folding

carton, food service, liquid packaging and commercial print markets. We sell our products globally to customers who value our scale,

wide range of products, and service.

Corrugated Packaging

We operate 152 corrugated packaging plants in North America. We convert corrugated sheets into corrugated products ranging from

one-color protective cartons to graphically brilliant point-of-purchase packaging. Our corrugated container plants serve local

customers and regional and large national accounts. We provide customers with innovative packaging solutions to help them promote

and sell their products. We provide structural and graphic design, engineering services and custom, proprietary and standard

automated packaging machines, offering customers turn-key installation, automation, line integration and packaging solutions. We

offer a machinery solution that creates pouches that replace single-use plastics, including bubble mailers.

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We design, manufacture and, in certain cases, pack temporary displays for sale to consumer products companies and retailers. These

displays are used as marketing tools to support new product introductions and specific product promotions in mass merchandising

stores, supermarkets, convenience stores, home improvement stores and other retail locations. We also design, manufacture and, in

some cases, pre-assemble permanent displays for these customers. We make temporary displays primarily from corrugated

paperboard. Unlike temporary displays, permanent displays are restocked with our customers’ product; therefore, they are constructed

primarily from metal, plastic, wood and other durable materials. We manufacture and distribute point-of-sale material utilizing litho,

screen and digital printing technologies. We manufacture lithographic laminated packaging for sale to our customers that require

packaging with high quality graphics and strength characteristics.

We also have 57 distribution operations that generate revenues primarily from the distribution of packaging products and three

locations that assemble display products. We distribute corrugated packaging materials and other specialty packaging products,

including stretch film, void fill, carton sealing tape and other specialty tapes, through our network of warehouses and distribution

facilities. We also provide contract packing services, such as multi-product promotional packing and product manipulation, such as

multipacks and onpacks.

We are the one of the largest manufacturers of corrugated packaging in North America, with operations in the U.S., Canada and

Mexico. In the year ended December 31, 2025 our corrugated operations in North America shipped approximately 100 billion square

feet.

Consumer Packaging

We operate 37 consumer packaging plants in North America. Our consumer packaging operations generate revenues primarily from

the sale of consumer packaging products such as folding cartons, inserts and labels. We are one of the largest manufacturers of folding

cartons in North America, with operations in the U.S., Canada and Mexico. Our customers generally use our inserts and labels to

provide customer product information either inside a secondary package (e.g., a folding carton) or affixed to the outside of a primary

package (e.g., a bottle). Folding cartons typically protect customers’ products during shipment and distribution, and employ graphics

to promote them at retail. We print, coat, die-cut and glue the cartons to customer specifications and ship finished cartons to customers

for assembling, filling and sealing. We employ a broad range of offset, flexographic, gravure, backside printing, coating and finishing

technologies, as well as iridescent, holographic, textured and dimensional effects to provide differentiated packaging products, and

support our customers with new package development, innovation and design services and package testing services.

B) Europe, MEA and APAC Segment

Our Europe, MEA and APAC segment mill operations consist of 21 mills, and includes a system of mills and box plants that primarily

produce a full line of containerboard that is converted into corrugated containers. We operate in 22 countries across western and

eastern Europe. Our main European operations are in Germany, France, the Netherlands, Italy, the U.K., Spain, Sweden and Austria.

Our Europe, MEA and APAC segment operational management manage a number of operations outside Europe, including a

corrugated plant in Morocco, Africa, a containerboard mill and corrugated plant in India, and consumer packaging operations in

China, Japan and Australia. We also manage four (non-European) facilities that manufacture bag-in-box, located in Argentina,

Canada, Mexico and the U.S. (with a fifth expected to begin operation in the U.S. in 2026) and therefore such operations are included

in the Europe, MEA and APAC segment.

Sales of our Europe, MEA and APAC segment accounted for 34.8% of our net sales to our external customers in 2025. See “Note 3.

Segment Information” of the Notes to Consolidated Financial Statements, as well as Item 7. “Management’s Discussion and Analysis

of Financial Condition and Results of Operations”, for additional information.

Products

We are one of the European leaders in terms of capacity in corrugated packaging, containerboard, consumer packaging and bag-in-

box. We also operate in several other packaging and paper market segments, such as sack kraft paper, machine glazed paper, graphic

board, solidboard, solidboard packaging and boxboard.

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Our operations in the Europe, MEA and APAC segment are highly integrated. In 2025 we were approximately 10% long on paper in

Europe, MEA and APAC as paper production exceeded containerboard that is converted into corrugated containers in our converting

plants.

Containerboard and Corrugated Containers

We operate 14 recycled containerboard mills throughout Europe (three in Germany, two in each of France, the U.K., the Netherlands

and Italy, and one in each of Spain, the Czech Republic and Serbia), as well as one in India. Our three kraftliner mills, located at Piteå

(Sweden), Facture (France), and Nettingsdorfer (Austria), are among the largest and, we believe, the lowest cost kraftliner mills in

Western Europe.

In the year ended December 31, 2025, our containerboard mills in our Europe, MEA and APAC segment produced approximately 6.4

million tons.

We are one of the leading producers of corrugated containers in Europe by capacity, with 179 production facilities (comprising

corrugated plants, sheet feeders, sheet plants and other specialized facilities). We have an extensive geographic presence in western

Europe and a growing presence in eastern and southeastern Europe. We also have a containerboard mill and corrugated conversion

facility in India. In 2025, our corrugated operations in our Europe, MEA and APAC segment shipped approximately 96.8 billion

square feet.

Consumer Packaging

We operate 40 consumer packaging plants in Europe in 12 countries which primarily manufacture folding cartons, labels and leaflets

for consumer packaging markets. We are one of the largest producers in Europe. We also have operations in China, Japan and

Australia in consumer packaging.

Other Paperboard and Other Paper

In the year ended December 31, 2025 we produced approximately 0.4 million tons of other paperboard, comprising sack kraft,

machine glazed paper and solidboard in three mills located in Germany and Spain. We are one of the leading manufacturers of both

solidboard and solidboard packaging in Europe.

Bag-in-box

We are 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 (primarily packaged in corrugated boxes) for the wine market, and a significant global supplier for taps for bag-in-

box packaging for the wine market. We have nine bag-in-box or tap manufacturing facilities located in France, Spain, Italy, Bulgaria,

Canada, Argentina, Mexico, and the U.S. A tenth facility is under construction in the U.S.

C) LATAM Segment

We are a leading business in containerboard and corrugated containers in Latin America.

In Latin America, we are one of the largest producers of corrugated containers and containerboard, by volume. Our largest operations

in Latin America are in Brazil and Colombia. We have operated continuously in Latin America since 1986.

Reliable third-party data on Latin America is not available and, therefore, statements in relation to our market position in Latin

America are based on management estimates.

Sales of our LATAM segment accounted for 6.7% of our net sales in 2025. See “Note 3. Segment Information” of the Notes to

Consolidated Financial Statements, as well as Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of

Operations”, for additional information.

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Products

Our LATAM segment mill operations consist of nine mills in three countries (Brazil, Colombia and Argentina) producing

containerboard, consumer packaging board and sack kraft paper, with combined productions of approximately 1.5 million tons in the

year ended December 31, 2025 (of which containerboard represented approximately 1.3 million tons).

The LATAM segment has 27 corrugated plants in eight countries – Brazil, Colombia, Argentina, the Dominican Republic, Costa Rica,

El Salvador, Peru, Chile, as well as Puerto Rico. The LATAM segment for the year ended December 31, 2025 shipped approximately

23 billion square feet of corrugated containers.

We also have folding cartons operations in Costa Rica and El Salvador and the Dominican Republic, paper sack operations in

Colombia, Ecuador, Costa Rica and the Dominican Republic, and a recycling plant in Nicaragua.

Sales and Marketing

We provide 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 2025, the majority of our products were sold to the fast-moving consumer goods

sector.

No individual customer accounted for more than 10% of our net sales in 2025. We generally manufacture our products pursuant to our

customers’ orders. We believe that we have good relationships with our customers.

A portion of our customers are considered pan-regional, and we have teams devoted to managing and servicing the requirements of

these customers. These teams work in conjunction with local operations. Another portion of our customers are multi-national accounts,

serviced in more than one country (or state, in the case of the U.S.) but not across a full region. We have also built teams 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. Our tailored approach to

sales and marketing allows us to remain close to our customers irrespective of size while also staying updated on competitors’

offerings and local market developments.

We market our products through our own sales force. We also market a number of our products, primarily paper, through independent

sales representatives and independent distributors. We generally pay our sales personnel a combination of base salary, commissions

and annual bonus. We pay our independent sales representatives on a commission basis. Orders from our customers generally do not

have significant lead times. We discuss net sales to unaffiliated customers through our foreign operations and other financial

information in “Note 3. Segment Information” of the Notes to Consolidated Financial Statements.

A considerable portion of our converted product 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 us on an

exclusive basis, and typically allow for raw material cost movements to be passed through to end pricing.

Our marketing strategy focuses on product quality, design differentiation and high caliber customer service. Through continuous

communication with customers, our goal is to improve our service quality and proactively anticipate or respond to customers’ needs.

The marketing strategy for our 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. Our 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. We seek to maintain a broad customer base for each market to avoid customer concentration.

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Since all of our businesses operate in highly competitive industry segments, we regularly discuss sales opportunities for new business

or for renewal of existing business with customers. Our packaging products compete with packaging made from other materials,

including plastics. The primary competitive factors we face include price, design, product innovation, quality, service and

sustainability, with varying emphasis on these factors depending on the product line and customer preferences. Our machinery

solutions represent one example of how we compete by providing differentiated solutions that create value for our customers. We

believe that we compete effectively with respect to each of these factors and we obtain feedback on our performance with periodic

customer surveys, among other means.

Competition

We operate in a competitive global marketplace. The industries in which we operate are highly competitive, and no single company

dominates any of those industries. As containerboard and corrugated containers products are largely standardized products,

competition is primarily based on price.

In North America, our containerboard and paperboard operations compete with integrated and non-integrated national and regional

companies operating primarily in North America, and to a limited extent, manufacturers outside of North America. Our competitors

include large and small, vertically integrated companies and numerous smaller non-integrated companies. In the corrugated packaging

and folding carton markets, we compete with a significant number of national, regional and local packaging suppliers in North

America. In the promotional point-of-purchase display and converted paperboard products markets, we primarily compete with a

smaller number of national, regional and local companies offering highly specialized products.

In Europe, 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. Our key competitors for containerboard and corrugated containers in western and eastern Europe are the other

leading pan-continental producers of containerboard and corrugated containers. Our key competitors for consumer packaging board

and consumer packaging are also pan-continental players.

In Latin America, our key competitors for containerboard and corrugated containers in Latin America are regional or national

companies within the countries in which we operate, as there are few pan-continental or international producers of containerboard and

corrugated containers. Our key competitors for consumer packaging board and consumer packaging are also pan-continental players.

Seasonality

While our businesses are not materially impacted by seasonality, there is some variability in demand that occurs from quarter to

quarter. Our volumes in the first half of the year are generally expected to be stronger than the second half in our North America

segment and Europe, MEA and APAC segment, while volumes in our LATAM segment are generally the opposite.

Raw Materials

The primary raw materials used by our mill operations are recycled fiber at our recycled containerboard and paperboard mills and

virgin fiber from hardwoods and softwoods at our virgin containerboard and paperboard mills. Certain of our virgin containerboard is

manufactured with some recycled fiber content.

In Europe, the principal raw materials for the recycled containerboard, recycled consumer packaging board, solidboard and graphic

board mills are various grades of recovered papers and, in particular, OCC. In Europe, we source recovered paper in a number of

different ways, which we refer to as “grip” levels, through sources we directly control or with whom we have contracts, with the

remainder being acquired primarily under spot purchases. We believe this security of supply to be a significant benefit at times when

recovered fiber is in short supply.

From a price perspective, most of our requirements in Europe are linked to official reference prices and are therefore based on market

prices.

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Our kraftliner mills and sack kraft mill require virgin fiber as their principal raw material. We purchase virgin fiber on the open market

through contractual arrangements and, in some cases, cooperate with landowners to develop forest resources. We are not reliant on any

one supplier for a substantial portion of our raw materials sourced from third parties.

Our overall fiber sourcing for all of our mills in North America is approximately 57% virgin and 43% recycled. Recycled fiber prices

and virgin fiber prices can fluctuate significantly. We source virgin fiber from third-party sources, and recycled fiber through a

combination of our own depots, long and short-term contracts and from the open market.

Our overall fiber sourcing for our mills in our Europe, MEA and APAC segment is approximately 22% virgin and 78% recycled.

Recycled fiber prices in particular can fluctuate significantly, and may not necessarily move in the same direction or quantum as in

other regions. We source virgin fiber in Europe from third-party sources, and recycled fiber through a combination of our own depots,

long and short-term contracts and on the open market.

Our overall fiber sourcing for our mills in Latin America is approximately 58% virgin and 42% recycled. Recycled prices in particular

can fluctuate significantly and vary from country to country in Latin America. We source virgin fiber primarily from our own forestry

bases in Colombia and Brazil, but also from the market. We source recycled fiber through a combination of our own depots, long and

short-term contracts and from the open market.

Containerboard and paperboard are the primary raw materials used by our corrugated and consumer packaging converting operations

in our operating segments. Our converting operations use many different grades of containerboard and paperboard. We supply

substantially all of our converting operations' needs for containerboard and paperboard from our own mills and through the use of

trade swaps with other manufacturers. These arrangements allow us to optimize our mill system and reduce freight costs. Because

there are other suppliers that produce the necessary grades of containerboard and paperboard used in our converting operations, we

believe we would be able to source significant replacement quantities from other suppliers in the event that we incur production

disruptions for recycled or virgin containerboard and paperboard.

Energy

We incur energy costs in our mill operations and the cost of natural gas, oil, electricity and purchased biomass fuel is subject to

fluctuations. In our recycled mills, we primarily use natural gas and electricity, supplemented at certain mills with fuel oil. In our

virgin fiber mills, we primarily use biomass and natural gas, supplemented at times with fuel oil, and, at a limited number of facilities,

coal, to generate steam used in the pulping and paper making processes and to generate some or all the electricity used on site. We

primarily use purchased electricity and natural gas to operate our converting facilities. We generally purchase these products from

suppliers at market or tariff rates. We use commodity contracts to hedge energy exposures. See Item 1. “Business — Governmental

Regulation — Environmental” and Item 7A. “Quantitative and Qualitative Disclosures About Market Risk — “Commodity Price

Risk” for additional information.

Transportation

We also incur costs of inbound and outbound freight in our business. Factors that influence our freight expense are distance between

shipping and delivery locations, distance from our facilities to customers and suppliers, mode of transportation (rail, truck, intermodal

and ocean) and freight rates, which are influenced by supply and demand and fuel costs. The principal markets for our products are in

North America, Europe and Latin America.

Innovation

Our approach to innovation focuses on helping customers save more, sell more, and optimize packaging solutions to improve

consumer experience.

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Our 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. We

emphasize local implementation and strong coordination to optimize efficiency and effectiveness across all operations and customer

interactions. To help achieve this, we have 33 interconnected customer-centric Innovation and Experience centers, strategically

positioned throughout the organization. These hubs are responsible for bringing to life a “local” approach by aligning the global vision

with local customization influenced by the culture, trends and customer needs. Additionally, our innovation teams focus on customer

focused initiatives, backed by market-leading capabilities.

We have a suite of tools to support our innovation and selling efforts. The strengths of these tools include the amount of data that has

been gathered for their use over a long period of time, and the fact that they are internally developed and are equally available to all

operations.

Demonstrating our commitment to excellence, in 2025, we won in excess of a hundred awards across a host of categories, including

design, innovation, safety, sustainability, supplier excellence, community engagement and as a top employer. Our leadership was

recognized globally and locally with Tony Smurfit being named CEO of the Year by both The Irish Times and Fastmarkets. Smurfit

Westrock was also ranked among Forbes Magazine’s Global 2000, TIME Magazine’s World’s Best Companies, and Sustainability

Magazine’s Most Sustainable Companies, as well as being named Company of the Year by Business and Finance Media Group. Our

innovation expertise and creativity were recognized with 10 WorldStar 2025 awards, five PAC Global Awards and nine Shop! OMA

Awards.

Our “Better Planet Packaging” initiative aims to develop our sustainable packaging to positively impact global supply chains, improve

our packaging environmental footprint and reduce packaging traces on the planet. Characteristics of Better Planet Packaging include:

•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.

To support the market in developing and implementing innovative packaging solutions more rapidly, reliably and collaboratively, we

launched our Design2Market concept in 2022. With hundreds of successful projects executed for leading brands using Design2Market

or similar concepts, our customers benefit from a streamlined testing process, reduced risk and sustainable packaging options, all

aligned with our commitment to innovation and sustainability through the Better Planet Packaging initiative.

Sustainability

Commitment to Sustainability Matters

At Smurfit Westrock we are committed to creating packaging solutions that protect what we all care about. We believe this

commitment is evident in our culture and behaviors at all levels and across all areas of our business, informing our strategic business

decisions and actions, now and into the future.

As a global leader in sustainable, paper-based packaging, we are proud to create solutions from renewable and recyclable materials,

that help deliver a better future for all. Together, we are committed to being an impactful business and supporting a greener, bluer

planet.

There is strong oversight of sustainability and related matters within the Company. The Sustainability Committee of the Company’s

Board of Directors (the “Board”) has been in place since the completion of the Combination and met on five occasions in 2025.

Climate change is a regular agenda item at Sustainability Committee meetings, where the Sustainability Committee reviews various

aspects of the Company’s climate strategy, stakeholder expectations and the evolving regulatory landscape. The Company’s chief

executive officer (the “CEO”), through his overall responsibility for the day-to-day oversight of the Company’s business and the

implementation of the Company strategy and policies, is directly responsible for actions governing sustainability, including areas such

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as climate change. He is also responsible for providing that the Company’s purpose, values and culture are instilled throughout the

Company. The CEO is also a Director of the Board.

We understand the challenges facing both our business and the planet and are committed to doing our part in resolving these critical

issues. Our ambition is to deliver sustainable growth for the benefit of all our stakeholders based on three pillars: Planet, People and

Communities, and Impactful Business.

Planet

The circular economy has long been at the core of our business. We use renewable, recyclable, and recycled materials to create

innovative, sustainable packaging solutions. As a leading consumer of recycled fiber, we play our part in the circular economy by

recycling old paper-based packaging. The virgin wood fiber we use is sourced from responsibly managed forests and all our fiber-

based manufacturing facilities have been chain of custody certified to internationally recognized standards. We work with our

customers to help them deliver on their sustainability goals.

People and Communities

Having engaged employees is critical for the success of our business. We are committed to providing an inclusive and safe place to

work for the talented people in our globally and culturally diverse organization. Our commitment also extends to all of the

communities in which we operate.

Impactful Business

Through our activities, we aim to create sustainable value for our customers, investors, employees, suppliers and the communities in

which we are privileged to operate. We innovate and partner with our customers to create packaging solutions that can replace less

sustainable materials and reduce their carbon footprint. We aim to do this with the highest ethical business standards.

Climate-Related Disclosures

We recognize the need for climate-related disclosures as part of our commitment to sustainability and responsible corporate

citizenship. We published an overview of our approach to climate risk management in the first half of 2025 as part of our 2024

sustainability report which took into consideration the recommendations of the Task Force on Climate-related Financial Disclosures.

Our sustainability report will be made available on our website in April 2026 at www.smurfitwestrock.com/sustainability. The

information contained in our sustainability reports is not incorporated by reference into this Form 10-K and should not be considered

part of this or any other report that we file with or furnish to the SEC.

Environmental Regulations

We may incur additional compliance costs and burdens resulting from the enactment of new laws and regulations aimed at reducing

carbon emissions, which could take the form of cap-and-trade, carbon taxes or a greenhouse gas (“GHG”) reduction mandate.

We may also incur higher prices for certain raw materials and fuels, including biomass and natural gas, related to the transition to a

lower-carbon economy or the enactment of GHG reduction mandates. Also, new climate rules and regulations that result in fuel

efficiency standards could increase our transportation costs.

Certain jurisdictions in which we have manufacturing facilities or other investments have already taken actions to address climate

change.

We also operate in countries or regions that have already adopted GHG emissions trading schemes such as the European Union where

we are subject to the impact on energy prices and compliance from the EU Emission Trading Scheme Directive.

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Human Capital Resources

People are our priority. Our primary objective is to provide a great place to work for all our employees guided by our commitment to

equal employment opportunity for all. We understand that our success is driven by our highly valued, motivated and diverse teams

across the world. By building a safe and inclusive work environment that empowers and inspires our global workforce, our people will

be able to thrive and grow our business. Our responsibility as an employer is to create a workplace where people can earn a fair living,

where they will be safe and can return home to their families every day, and to provide the conditions where they feel valued and

respected.

As of December 31, 2025, we employed approximately 97,000 people across the 40 countries in which we operate, of which

approximately 50,000 were in the North America segment, approximately 36,500 in our Europe, MEA and APAC segment, and

approximately 10,500 in the LATAM segment. Our businesses can be seasonal in nature which results in peaks and troughs in

employment numbers across certain sections of our workforce. These changes are managed through fair and flexible hiring practices

in accordance with applicable laws.

We have collective bargaining agreements with labor unions in various jurisdictions in which we operate which expire and are

renegotiated at various dates. We are currently in negotiations to renew or extend certain union contracts that have expired or are

expiring in the future. There are different labor unions represented across our sites and the majority of unionized employees are

covered by labor agreements as a result of either local or national negotiations in the countries concerned. The majority of our

unionized employees in the U.S. are represented by the United Steelworkers. In Europe, we are currently in the process of merging the

Smurfit Kappa and the WestRock European Works Councils. The European Works Councils were created to assist in the development

of an open two-way communication process on matters related to the business and the work environment. During 2025, we

experienced no significant work stoppages, and we believe we have satisfactory labor relations with our employees.

Safety, Health and Well-Being

We promote a strong culture of safety and well-being. The safety and well-being of our employees, contractors, and other stakeholders

is paramount to us and is a core value for Smurfit Westrock. Operating safely is a non-negotiable, and our ‘Safety for Life’ program is

active across all regions and will remain at the heart of our continuous improvement programs. We strive every day to ensure that each

of our employees return home safely.

Smurfit Westrock invests substantial time, effort, and financial resources to comply with applicable regulations and to promote a safe

workplace. In 2025, we achieved a lost time incident rate of 0.56, and a total recordable incident rate of 1.06 for the combined group,

based on the number of incidents per 200,000 work hours for employees. Beyond reporting and learning from incidents, we

proactively invest in initiatives, tools, technology and safety programs across the Group. We endeavor to ensure the right safety

conversations are happening to better control and mitigate potential risks.

An Employer of Choice

We are truly a diverse organization with approximately 97,000 employees from across the 40 countries in which we operate. We are

committed to fostering a safe, respectful and inclusive workplace where everyone has a real sense of belonging and can be their

authentic selves at work every day. We strive for a culture and a workplace where all our employees feel valued, respected, and

empowered to thrive. Our people priorities, which are designed to help us develop a sustainable business, includes a focus on

employee engagement, people development and social support to our communities.

We have a number of communications coordinators and Employee Resource Groups in each region which focus on the topics that

matter most locally. These groups have been established on a voluntary basis, are employee-led based on common interests and

backgrounds, and have executive sponsorship to help with momentum, profile and resourcing.

We are deeply committed to our communities and collaborating with them. We encourage our local teams to connect with their

communities through social and environmental initiatives. Our Open Community initiatives cover all aspects of our involvement with

our communities around the world, with hundreds of projects in flight centered on four pillars: Empowering Communities,

Encouraging Well-being, Inspiring Our Future and Protecting Our Planet.

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Culture & Engagement

Our culture is rooted in our values, which expects each employee, leader and function to live our values of safety, integrity, respect

and loyalty. We infuse our values through our ways of working and communication across the organization. In addition to engagement

and pulse surveys, in 2025 we developed and launched our first combined global employee engagement survey with over 80,000

employees participating with their feedback. We also encourage regular, live communications across the organization and host

quarterly global town halls with our senior leadership that include business updates and employee question-and-answer sessions. In

addition, regional business town halls are held on a regular basis.

Learning and Development

For employees, across all levels and businesses in our Company, our learning and development programs equip employees with the

relevant skills to be effective in their current roles and also to prepare them for the future, both within and outside of Smurfit

Westrock.

As a business with a strong track record of developing talent internally, our talent planning initiatives and programs help our business

to ensure we have the right people, with the right experience ready to progress in their careers as critical roles and talent needs arise.

Through our talent cycle of talent identification, succession planning and talent development, we have been able to ensure talent

mobility across the organization in a timely manner into key vacancies.

Through our Smurfit Westrock Learning Academy, we have a number of key management development programs which take place

annually, including Regional Graduate Programs, Advanced Management Development Program and Global Manager Program. These

serve to ensure that we retain, motivate and develop employees, allowing us to have a robust talent pipeline at all career stages. We

partner with leading academic institutions, including Harvard and INSEAD, which allow us to leverage global best practice in this

area. Since 2016 our flagship leadership development program, Open Leadership, runs in partnership with INSEAD business school

and has seen more than 500 of our senior leaders attend this year long three-module program. This investment in our leadership

community is based on the belief that business performance is linked to human behavior.

Compensation & Benefits

We believe our compensation packages provide the appropriate incentives to attract, retain and motivate our employees, and

ultimately to grow our business. Our compensation programs are designed to reinforce performance, our business growth and our

talent strategy. We provide base pay that is market relevant and competitive and that aligns with employee positions, skill levels, and

experience. In addition to base pay, we provide opportunity for employees to receive annual performance-based incentive awards for

certain jobs and job levels. Our employee benefits packages, which vary by country and region, are competitive and local market

relevant.

We continue to evolve our medical and welfare benefits programs to provide for employees’ health and well-being, including

employee assistance programs. Additionally, to foster a strong sense of accountability and ownership, and align the interests of

managers with shareholders, we grant stock-based incentives to our most senior manager levels.

We are committed to equal pay for equal work. To deliver on that commitment we conduct frequent pay analysis, global pay equity

benchmarking and job analysis, and review our pay practices annually.

Patents and Other Intellectual Property

We hold a substantial number of foreign and domestic trademarks, trademark applications, trade names, patents, patent applications

and licenses relating to our business, our products and our production processes. Our patent portfolio consists primarily of utility

patents relating to our products and manufacturing operations, including proprietary automated packaging systems. Our company

name and logo, and certain of our products and services, are protected by domestic and foreign trademarks. Our patents, trademarks

and other intellectual property rights, particularly those relating to our manufacturing operations, are important to our operations as a

whole. Our intellectual property has various expiration dates.

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Governmental Regulation

Health and Safety

Our business involves the use of heavy equipment, machinery and chemicals and requires the performance of activities that create

safety exposures. Safeguarding the health, safety and overall welfare of our team is core to how we operate and critical to attracting

and retaining the best talent, while also playing a pivotal role in realizing our business and sustainability objectives. We implement our

health and safety requirements through comprehensive safety management systems that include global policies, performance

standards, implementation tools, guidance documents, standardized forms, best practice sharing and operational learning. We seek to

reduce exposures and eliminate life-changing events through engagement, execution of targeted, results-driven activities, and

implementation of systems that promote continuous improvement.

We are subject to a broad range of foreign, federal, state and local laws and regulations relating to occupational health and safety, and

our safety program includes measures required for compliance. We have incurred, and will continue to incur, operating costs and

capital expenditures to meet our health and safety compliance requirements, as well as to continually improve our safety systems. We

believe that future compliance with occupational health and safety laws and regulations will not have a material adverse effect on our

results of operations, financial condition or cash flows.

Certain governmental authorities in locations where we do business have established asbestos standards for the workplace. Although

we do not use asbestos in manufacturing our products, asbestos containing material (“ACM”) is present in some of the facilities we

own or lease. For those facilities where ACM is present and ACM is subject to regulation, we have established procedures for properly

managing it.

Environmental

Environmental compliance requirements are a significant factor affecting our business. Our manufacturing processes involve the use

of natural resources, such as virgin wood fiber and fresh water, discharges to water, air emissions and waste handling and disposal

activities. These processes are subject to numerous federal, state, local and international environmental laws and regulations, as well as

the requirements of environmental permits and similar authorizations issued by various governmental authorities. We invested

approximately $168 million of capital expenditure during fiscal 2025 on matters relating to environmental compliance.

Available Information

Our website address is www.smurfitwestrock.com, and our investor relations website is https://investors.smurfitwestrock.com. We

promptly make available on our investor relations website, free of charge, the reports that we file or furnish with the SEC, corporate

governance information (including our Code of Conduct and Code of Ethical Conduct for Directors and Senior Financial Officers) and

select press releases. None of the information on our website is incorporated into this Annual Report on Form 10-K or any other

filings the Company makes with the SEC. We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on

Form 8-K, proxy and information statements, and amendments to reports filed or furnished pursuant to Sections 13(a), 14, and 15(d)

of the Exchange Act. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other

information regarding Smurfit Westrock and other issuers that file electronically with the SEC.

From time to time, we have used, and expect to continue using, our website as a means of disclosing material information to the public

in a broad, non-exclusionary manner, including for purposes of the SEC’s Regulation Fair Disclosure. Financial and other material

information regarding the Company is routinely posted on our website and accessible at https://investors.smurfitwestrock.com. In

order to receive notifications regarding new postings to our website, investors are encouraged to enroll on our website to receive

automatic email alerts.

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Information About Our Executive Officers

Our executive officers as of the date of this Annual Report on Form 10-K are as follows:

Anthony Smurfit, 62, serves as the President & Group Chief Executive Officer, a position he held since 2024 and as director of

Smurfit Westrock since 2023. He served as a director of Smurfit Kappa, one of our wholly-owned subsidiaries, and its predecessors

from 1989 and as Group Chief Executive Officer of Smurfit Kappa between 2015 and 2024. Prior to that, he served as Group Chief

Operations Officer of Smurfit Kappa from 2002 until 2015. He was 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.

Ken Bowles, 54, serves as the Executive Vice President & Group Chief Financial Officer, a position he held since 2024 and as

director of Smurfit Westrock since 2023. He joined a predecessor of Smurfit Kappa, one of our wholly-owned subsidiaries, in 1994

and occupied a number of finance roles in various parts of Smurfit Kappa and its predecessors. He was appointed Group Chief

Financial Officer and a director of Smurfit Kappa in 2016, prior to which he was the Group Financial Controller between 2010 and

2016. Previously, he served as Smurfit Kappa Group’s Head of Tax from 2007 to 2010, prior to which he was appointed as the

Group’s first Head of Compliance in 2004.

Laurent Sellier, 57, serves as the President & Chief Executive Officer, North America (including Mexico), a position he held since

July 5, 2024. He joined Smurfit Kappa, one of our wholly-owned subsidiaries, 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. Mr. Sellier was formerly the Chief Operating Officer

of the Smurfit Kappa Europe Paper and Board Division.

Saverio Mayer, 60, serves as the President & Chief Executive Officer, Europe, MEA and APAC, a position he held since July 5,

2024. He joined Smurfit Kappa, one of our wholly-owned subsidiaries, in 1986 and since then has held a number of commercial and

operational roles. Mr. Mayer was appointed Chief Executive Officer, Europe, at Smurfit Kappa in April 2017. Formerly 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.

Alvaro Henao, 60, currently serves as the President & Chief Executive Officer, LATAM, a position he held since February 1, 2025.

Prior to this role, Mr. Henao served as the Company’s Senior Vice President of Integration, the role he has held since 2024.

Previously, over the course of 36 years, he held various positions of increased responsibility at Smurfit Kappa, one of our wholly-

owned subsidiaries. Most recently, between 2013 and 2023, he served as Chief Executive Officer, Central Cluster, at Smurfit Kappa.

Ben Garren, 64, serves as the EVP & Group General Counsel, a position he held since July 8, 2024. Prior to his current position, Mr.

Garren worked for The Coca-Cola Company, a multinational beverage corporation, for more than 24 years, during which he held a

number of senior legal roles, including most recently serving as General Counsel, International between 2018 and 2021, overseeing

legal operations for EMEA, LATAM and APAC Groups, and prior to that, he served as General Counsel, North America. Before

joining The Coca-Cola Company, Mr. Garren practiced law in New York as a litigation associate with leading law firms Baker Botts

LLP and Cravath, Swaine & Moore LLP.