Notice of Annual General Meeting 2021 for DS Smith Plc

This document is important and requires your immediate attention

If you are in any doubt as to the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if you reside elsewhere, another appropriately authorised financial adviser. If you have sold or otherwise transferred all of your shares in DS Smith Plc (‘DS Smith’ or the ‘Company’), please pass this document together with the accompanying proxy form as soon as possible to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares. 15 July 2021

Dear Shareholder Annual General Meeting 2021 (AGM) I hope that you and your families have remained safe and healthy in these difficult times, when so much of our personal and business lives have been disrupted by Covid-19 and related restrictions. We are currently planning to hold the Company’s AGM, my first as your Chairman, at No. 4 Hamilton Place London W1J 7BQ on Tuesday 7 September 2021 at 12 noon. This venue is accessible by bus and tube. More details about the meeting and how to get there, including a map, can be found on the final page of this booklet. At the time of writing it is uncertain what regulations or public health guidance may be in place at the time of the AGM which may restrict the number of people who can gather in public. Any changes to the arrangements for the AGM will be communicated to shareholders before the AGM through our website at https://www.dssmith.com/investors and, where appropriate, by a regulatory information service announcement. In light of this uncertainty, we do strongly encourage shareholders to submit a proxy vote in advance of the AGM and to appoint the Chairman of the meeting as their proxy, rather than a named person who, if circumstances change, may not be able to attend the meeting. Further details on how to do this are set out on page 9 of this booklet. Your Board understands that many of the most regular attendees of our AGMs in past years, even if their health and the then current regulations permit, would not want to travel into central London to attend AGMs this year and we know that some of our regular attendees come to our AGM as they value the opportunity to hear Miles Roberts, our Group Chief Executive, give a presentation on the Company’s performance and strategy to shareholders. Therefore this year, like last year, the Company will upload to our website at https://www.dssmith.com/investors a video of that presentation on 7 September 2021. More information about our website is set out on page 9 of this booklet. We also know that some attendees appreciate the opportunity to ask Board members questions. If you have any questions that you would like to ask we would encourage you to email them to [email protected] with ‘AGM 2021’ in the heading. We will then collate the answers to the questions received and upload them to our website at https://www.dssmith.com/investors following the AGM or, if more appropriate, reply to the questioner directly. The formal Notice of Meeting is attached to this letter, together with the usual explanatory notes and some further background material. Recommendation Your Directors believe that all the proposals to be considered at the AGM are in the best interests of the Company and its shareholders as a whole and recommend that the shareholders vote in favour of the resolutions. The Directors will be voting in favour of the resolutions in respect of their own shareholdings.

Yours sincerely Geoff Drabble Chairman Notice of Annual General Meeting (AGM) 2021

Notice is hereby given that the Annual 14. That: Special Resolutions (15-18) General Meeting of DS Smith Plc will be a. the Directors be authorised to Special Resolution 15 held at No. 4 Hamilton Place London allot shares in the Company or 15. That: W1J 7BQ on Tuesday 7 September 2021 grant rights to subscribe for, or at 12 noon to consider and, if thought convert any security into, shares a. in accordance with article 8 of fit, pass the following resolutions: in the Company: the Company’s Articles of Ordinary Resolutions (1-14) Association (the ‘Articles’) the i. in accordance with article 7 Directors be given power, under 1. To receive and adopt the Annual of the Company’s Articles of sections 570 and 573 of the Report including the audited Association (the ‘Articles’), Companies Act 2006, to allot financial statements for the year up to a maximum nominal equity securities for cash; ended 30 April 2021. amount of £45,776,854 (such amount to be reduced b. the power under paragraph (a) 2. To declare a final dividend on the by the nominal amount of above (other than in connection ordinary shares for the year ended any equity securities (as with a rights issue, as defined in 30 April 2021. defined in article 8 of the article 8 of the Articles) shall be 3. To approve the Directors’ Articles) allotted under limited to the allotment of Remuneration Report set out on paragraph (ii) below in equity securities having a pages 84 to 88 and pages 94 to 107 excess of £91,567,442); and nominal amount not exceeding (inclusive) in the Annual Report. in aggregate £6,867,214; and ii. comprising equity securities 4. To re-elect Mr G Drabble as a (as defined in article 8 of the c. this authority shall expire at the Director of the Company. Articles), up to a maximum conclusion of the next AGM of 5. To re-elect Mr M W Roberts as a nominal amount of the Company after the passing Director of the Company. £91,567,442 (such amount of this resolution or, if earlier, 6. To re-elect Mr A R T Marsh as a to be reduced by any shares at the close of business on Director of the Company. allotted or rights granted 1 November 2022. 7. To re-elect Ms C F Baxter as a under paragraph (i) above) Special Resolution 16 Director of the Company. in connection with an offer by way of a rights issue 16. That: 8. To re-elect Ms A Kessel as a Director (as defined in article 8 of a. in addition to any authority of the Company. the Articles). granted under resolution 15, 9. To re-elect Mr D A Robbie as a the Directors be given power: b. this authority shall expire at the Director of the Company. conclusion of the next AGM of i. subject to the passing of 10. To re-elect Ms L H Smalley as a the Company after the passing resolution 14, to allot equity Director of the Company. of this resolution, or, if earlier, securities (as defined in 11. To re-elect Mr R C Soames as a at the close of business on section 560 of the Director of the Company. 1 November 2022; and Companies Act 2006) for cash pursuant to the 12. To re-appoint Deloitte LLP as c. all previous unutilised authority conferred on them Auditor of the Company to hold authorities under section 551 of by that resolution under office until the conclusion of the the Companies Act 2006 shall section 551 of that Act; and next general meeting at which cease to have effect (save to the accounts are to be laid before the extent that the same are ii. to allot equity securities as Company. exercisable pursuant to section defined in Section 560(3) of 13. To authorise the Audit Committee 551(7) of the Companies Act that Act (sale of treasury to determine the remuneration of 2006 by reason of any offer or shares) for cash, in either the Auditor. agreement made prior to the case as if section 561 of that date of this resolution which Act did not apply to the would or might require shares to allotment or sale, but this be allotted or rights to be power shall be: granted on or after that date). A. limited to the allotment of equity securities up to a maximum nominal amount of £6,867,214; and

Notice of Annual General Meeting 2021 dssmith.com 1 B. used only for the c. the maximum price which may Special Resolution 18 purposes of financing (or be paid for each ordinary share 18. That, in accordance with the refinancing, if the is an amount equal to the higher Company’s Articles of Association, authority is to be used of (i) 105 per cent of the average a general meeting (other than within six months after of the middle market quotations an Annual General Meeting) the original transaction) for an ordinary share as derived may be called on not less than a transaction which the from the London Stock 14 clear days’ notice. Board of the Company Exchange Daily Official List determines to be an for the five business days acquisition or other immediately preceding the date By Order of the Board capital investment of a of any such purchase; and (ii) an kind contemplated by the amount equal to the higher of Iain Simm Statement of Principles the price of the last independent Group General Counsel on Disapplying Pre- trade of an ordinary share and and Company Secretary Emption Rights most the highest current independent recently published by the bid for an ordinary share on the DS Smith Plc Pre-Emption Group prior trading venue where the Company Number 1377658 to the date of this notice. purchase is carried out (in each 350 Euston Road London NW1 3AX case exclusive of expenses b. this power shall expire at the 15 July 2021 payable by the Company); conclusion of the next AGM of the Company after the passing d. the authority hereby conferred of this resolution or, if earlier, shall, unless previously varied, at the close of business on revoked or renewed, expire at 1 November 2022; and the conclusion of the next AGM of the Company after the c. the Company may, before this passing of this resolution or, if power expires, make an offer or earlier, at the close of business enter into an agreement, which on 1 November 2022, save that would or might require equity the Company shall be entitled securities to be allotted after it under such authority to make at expires and the Directors may any time before the expiry allot equity securities in thereof any contract or pursuance of such offer or contracts to purchase its agreement as if this power had ordinary shares which will or not expired. might be concluded wholly or Special Resolution 17 partly after the expiry of such 17. That in accordance with the authority and may make a Companies Act 2006, the Company purchase of ordinary shares in is generally and unconditionally pursuance of any such contract; authorised to make market and purchases (within the meaning of e. all existing authorities for the section 693 of the Companies Act Company to make market 2006) of ordinary shares of 10 purchases of ordinary shares are pence each in the capital of the revoked, except in relation to Company in such manner and on the purchase of shares under a such terms as the Directors may, contract or contracts concluded from time to time, determine before the date of this provided that: resolution and which has or a. the maximum number of have not yet been executed. ordinary shares hereby authorised to be purchased is 137,344,296; b. the minimum price which may be paid for each ordinary share is 10 pence (exclusive of expenses payable by the Company);

2 NOTICE OF ANNUAL GENERAL MEETING 2021 Explanation of Resolutions

Explanation of Resolutions Resolutions 4-11: stakeholders’ interests across the range of issues considered by the Board, Ordinary resolutions Re-election of Directors including environmental, social and For each of the following resolutions to A biography of each Director, including governance matters. be passed, more than half of the votes a description of the skills and cast must be in favour of the resolution. experience they contribute to the 5. Miles Roberts, Board, appears on pages 62 and 63 Group Chief Executive Resolution 1: of the Annual Report and is also Key strengths: Receipt of Annual Report available on the Company’s website • Clear strategic mindset The Directors present to shareholders at www.dssmith.com. • Strong leadership skills at the AGM the Reports of the Directors In accordance with the and Auditor and the financial recommendations of the UK Corporate External appointment: statements of the Company for the Governance Code, every Director is Miles is a non-executive director of year ended 30 April 2021. required to retire from office at Aggreko plc. every AGM. Any Director eligible, in Resolution 2: Miles was appointed to the Board on accordance with the Company’s articles 4 May 2010 as Group Chief Executive. Declaration of a final dividend of association (the ‘Articles’), may By passing this resolution, stand for re-election. The Company’s Following his engineering degree he shareholders will declare a final Chairman confirms that, following the became a chartered accountant and dividend. Final dividends must not evaluation process, as described on brings to the Board extensive financial exceed the amount recommended page 72 of the Annual Report, the and operational experience. He was by the Directors. The amount of the performance of each Director standing previously Chief Executive of McBride final dividend recommended by for re-election continues to be plc, having originally joined as its Group the Directors is 8.1 pence per effective and that they have each Finance Director. He was Senior ordinary share. demonstrated a strong commitment Independent Director of Poundland to their role. Group plc until September 2016. Resolution 3: 4. Geoff Drabble, Chairman As Group Chief Executive Miles leads the Approval of the Directors’ executive management of the Group Remuneration Report Key strengths: and is responsible for DS Smith’s overall Resolution 3 seeks shareholder • Wealth of industrial and international Environmental Social and Governance approval for the Directors’ experience (ESG) performance and its clear Remuneration Report on pages 84 to • Extensive experience as a chairman objectives at the centre of our business 88 and 94 to 107 of the Annual Report. model. He chairs the Group’s Health, External appointments: Safety, Environment and Sustainability The 2020/21 annual report on Geoff is Non-Executive Chairman of Committee that monitors the remuneration gives details of the and a Non-Executive establishment of goals, reporting and implementation of the Company’s Director of Howden Joinery Group Plc. related governance procedures. current Remuneration Policy in terms of Geoff was appointed to the Board on Miles’ strong leadership skills combined the payments and share awards made 1 September 2020 as a Non-Executive to the Directors in connection with with his clear strategic mindset, rooted Director and became the Chairman in the practicality of his engineering and their performance and that of the of the Board and the Nomination Company during the year ended 30 accountancy training, means that his Committee on 3 January 2021. Geoff skills and experience, and ability to April 2021. It also gives details of how served for 12 years as Chief Executive the Company intends to apply the identify material risks and sustainable of plc, the FTSE 100 growth opportunities for the Group’s Remuneration Policy in practice for industrial equipment rental company. 2021/2022. This vote is advisory and business, contribute to the Board’s clear He was previously an executive director strategic vision. the Directors’ entitlement to of The Laird Group plc and held a remuneration is not conditional on it. number of senior management 6. Adrian Marsh, The Company’s Auditor during the year, positions at Black & Decker. Group Finance Director Deloitte LLP, has audited those parts of Geoff’s wealth of industrial and Key strengths: the Directors’ Remuneration Report international experience, combined that are required to be audited and • Strong financial expertise within an with his experience of chairing boards international context their report may be found on pages 111 of listed companies and his awareness • Wealth of finance experience in large to 120 of the Annual Report. of both the non-executive and chief listed multinationals executive perspective, means that his skills and experience contribute to the External appointment: Board’s practical understanding of Adrian is a non-executive director and good governance in action, balancing audit committee chairman at John Wood Group PLC.

Notice of Annual General Meeting 2021 dssmith.com 3 Explanation of Resolutions (continued)

Adrian was appointed to the Board 8. Alina Kessel, He was previously Finance Director on 24 September 2013 as Group Non-Executive Director of Rexam PLC, before its £4.3 billion Finance Director. acquisition by Ball Corporation in 2016. Key strengths: Prior to his role at Rexam, in the As the former head of Tax, Treasury and • Broad and wide-ranging marketing aluminium packaging business, David Corporate Finance at PLC, Adrian experience served in senior finance roles at BTR plc has helped DS Smith to significantly • International outlook before becoming Group Finance build the finance function and deliver Director at CMG plc in 2000 and then strong financial results. As a qualified External appointments: Chief Financial Officer at Royal P&O accountant, and coming from a FTSE Alina is a Global Client Leader at WPP, Nedloyd N.V. in 2004. He served as a background, he has held divisional CFO a leading international marketing non-executive director of the BBC positions at both AstraZeneca plc and communications company. between 2006 and 2010 and as Pilkington plc. Alina was appointed to the Board on 1 Chairman of their audit committee. Adrian’s depth of experience in a May 2020 as a Non-Executive Director. David qualified as a chartered range of financial roles in large listed She has over 25 years of experience accountant at KPMG. multinationals means that his skills and building global brands for large David’s strong financial, risk experience contribute to the Board’s multinational clients, helping them management and corporate finance understanding of all aspects of the grow their business through experience combined with his financial implications, whether risks or communications, experience, international and strategic mindset opportunities, of both the routine and commerce and technology. Her current and deep and practical governance project aspects of the Group’s business role with WPP includes working with experience with over 20 years serving and operations. global clients on their sustainability as a director on FTSE boards means that 7. Celia Baxter, agenda. Originally from the Ukraine and his skills and experience add depth to Non-Executive Director a US national, Alina has lived and the Board’s discussions in these areas. worked in the UK, US, Australia and Key strengths: Germany, where she was CEO of 10. Louise Smalley, • Extensive HR experience and Grey Advertising and, later, of DDB Non-Executive Director environmental social and governance Tribal Group. Key strengths: (ESG) knowledge and experience Alina’s experience of living, as well as • Strong HR experience • Board experience in non-UK listed working, in a number of different companies • Extensive knowledge of people countries, including the US, combined management, rewards and External appointments: with her expertise in marketing and remuneration schemes Celia is the senior independent director communications means that her skills External appointment: and the remuneration committee chair and experience contribute an additional at Senior plc and remuneration perspective to the Board’s discussions, Louise is Group Human Resources committee chair at RHI Magnesita NV. particularly when considering the Director and an executive director interests of employees (based in over of PLC. Celia was appointed to the Board as a 30 countries) and our global customers Non-Executive Director and Chairman Louise was appointed to the Board on and discussing how to communicate key of the Remuneration Committee on 23 June 2014 as a Non-Executive Director. non-financial aspects of our business. 9 October 2019. She has held a number of key HR roles Most recently Celia was Director of 9. David Robbie, at Whitbread PLC. She previously Group HR and responsible for all ESG Non-Executive Director worked as an HR professional in the oil industry, with BP and Esso Petroleum. activities at plc for 13 years. Her Key strengths: early executive career was with Ford Louise’s experience as a currently • Strong financial and corporate Motor Company and KPMG. She has held serving executive director combined finance experience HR positions with Hays plc, Enterprise with her extensive knowledge of • International and strategic mindset Oil Plc and Tate & Lyle Plc. As a non- people management and associated executive director she was on the board External appointment: HR topics means that her skill and of NV Bekaert SA until May 2020. David is the senior independent director experience contribute to the Board’s Celia’s background of working in a range and audit committee chair at FirstGroup focus on the importance of enabling of sectors means that, as well as her PLC and non-executive director of everyone who works for the Group, experience as a remuneration easyJet plc. whatever their background, to realise their potential. committee chairman and her David was appointed to the Board as a understanding of employee dynamics Non-Executive Director on 11 April 2019 and ESG issues, she brings extensive and became Chairman of the Audit and practical business knowledge to Committee at the conclusion of the the Board. 2019 AGM.

4 NOTICE OF ANNUAL GENERAL MEETING 2021

11. Rupert Soames OBE, shareholders for a period expiring at a prior offer to existing shareholders. Senior Independent Director the conclusion of the 2021 AGM or, It is proposed that this authority also be if earlier, on 1 November 2021. It is renewed. If approved, the resolution Key strengths: proposed to renew this authority and to will authorise the Board to allot equity • Wealth of international operational authorise the Directors under section securities (as defined in the Companies experience 551 of the Companies Act 2006 to allot Act 2006) for cash and/or to sell • Extensive understanding of UK plc ordinary shares or grant rights to ordinary shares held by the Company as environment as a serving CEO subscribe for or convert any security treasury shares for cash as if section External appointment: into shares in the Company for a period 561 of the Companies Act 2006 did not expiring at the conclusion of the next apply. The authority is limited to: Rupert is Group Chief Executive Officer AGM or, if earlier, on 1 November 2022. at Serco Group plc. a. allotments for rights issues and This resolution, which follows the other pre-emptive issues; and Rupert was appointed to the Board on guidelines issued by the Investment 1 March 2019 as a Non-Executive b. allotments of equity securities or Association, will allow the Directors to: Director and became Senior sale of treasury shares (otherwise Independent Director at the conclusion a. allot ordinary shares up to a than under paragraph (a) above) up of the 2019 AGM. maximum nominal amount of to a nominal amount of £6,867,214 £45,776,854 representing which represents approximately 5 He was previously Chief Executive at approximately one third (33.33 per per cent of the issued share capital Aggreko plc and Chief Executive of cent) of the Company’s existing of the Company as at 5 July 2021. Misys plc Banking and Securities issued share capital and calculated The Directors do not intend to issue Division. Until July 2016 Rupert was as at 5 July 2021; and more than 7.5 per cent of the issued also Senior Independent Director of share capital of the Company for cash Electrocomponents plc and a member b. allot ordinary shares on a pre-emptive on a non pre-emptive basis in any of its Remuneration, Nomination and basis by way of a rights issue to rolling three-year period (other than Audit Committees. ordinary shareholders up to a maximum nominal amount in connection with an acquisition or Rupert’s hands on experience of the (including any shares allotted specified capital investment, as UK plc environment as a serving CEO, under the paragraph above) of described in the Pre-emption Group’s balancing the management of risk and £91,567,442 representing Statement of Principles) without reward, combined with the wealth of approximately two thirds (66.67 per prior consultation with shareholders his international operational cent) of the Company’s existing and the Investment Committees experience means that his skills and issued share capital and calculated of the Investment Association experience contribute to the Board’s as at 5 July 2021. and the Pensions and Lifetime international outlook, embedded in Savings Association. The Directors have no present a clear-sighted view of operational intention of allotting shares under this Resolution 15 will be proposed as realities in today’s world. resolution, but believe that the a special resolution to renew this Resolutions 12-13: flexibility allowed by this resolution authority until the conclusion of the Re-appointment of Auditor and may assist them in taking advantage of next AGM or, if earlier, the close of business opportunities as they arise. business on 1 November 2022. Prior Auditor’s remuneration to its expiry, the Company may make If they do exercise this authority, the An independent auditor is required to offers, and enter into agreements, Directors intend to follow best practice be appointed at each general meeting which would or might require equity as recommended by the Investment at which accounts are presented to securities to be allotted (and treasury Association. As at 5 July 2021 the shareholders. Under Resolution 12 the shares to be sold) after the authority Company does not have any shares Directors propose to reappoint Deloitte expires and the Board may allot equity in treasury. LLP as the Company’s independent securities (and sell treasury shares) auditor. More information about the Special Resolutions under any such offer or agreement decision to appoint Deloitte LLP can be For each of the following resolutions as if the authority had not expired. found in the Audit Committee report on to be passed, at least 75 per cent of pages 111 to 120 of the Annual Report. Resolution 16 the votes cast must be in favour of Resolution 13 seeks shareholder the resolution. Directors’ powers to disapply authorisation for the Audit Committee an additional five per cent Resolution 15: to determine the Auditor’s fee, which is pre-emption rights standard practice. Directors’ general powers to disapply In line with the advice published by the Resolution 14: pre-emption rights Pre-Emption Group and in addition to At the AGM last year, a special any authority granted under Resolution Authority to allot shares resolution was passed, under sections 15, this resolution, to be proposed as a At the AGM last year, the Directors were 570 and 573 of the Companies Act special resolution, will, if passed, given the authority to allot shares 2006, empowering the Directors to authorise the Directors to allot equity without the prior consent of allot equity securities for cash without securities and/or sell ordinary shares

Notice of Annual General Meeting 2021 dssmith.com 5 Explanation of Resolutions (continued)

held by the Company as treasury shares This authority gives the Company Accordingly, if the Directors exercise for cash, as if section 561 of the greater flexibility in managing its the authority conferred by this Companies Act 2006 did not apply to capital resources. The Directors have no resolution, the Company will have the any such allotment or sale. This specific intention of using this authority option to hold shares in treasury rather authority will be: and would do so only when, in the light than cancelling them. The authority of market conditions, they believed that will expire at close of business on a. limited to the allotment of equity the effect of such purchases would be 1 November 2022 or at the conclusion securities or sale of treasury to increase earnings per share, and that of the next AGM (whichever is the shares up to a nominal amount the purchases were in the general earlier). The Directors currently intend of £6,867,214 which represents interest of shareholders. to seek a similar authority annually. approximately five per cent of the issued share capital of the Company The Directors would also give careful The total number of ordinary shares as at 5 July 2021; and consideration to the Company’s gearing that are under option through the b. used only for the purposes of level and its general financial position. Company’s share option schemes as financing (or refinancing, if the The purchase price would be paid out of at 5 July 2021 is 21,639,050, of which authority is to be used within distributable profits. 16,928,062 are options over unissued ordinary shares. The proportion of six months after the original Following the requirements of the issued ordinary share capital that the transaction) a transaction which Companies Act 2006 and the Listing options over unissued ordinary shares the Board determines to be an Rules of the Financial Conduct represented on this date was 1.23 per acquisition or other capital Authority, the Resolution specifies: investment of a kind contemplated cent and the proportion of issued a. the maximum number of shares by the Statement of Principles on ordinary share capital that they will which may be purchased Disapplying Pre-Emption Rights represent if the full authority to (representing approximately 10 per published by the Pre-Emption Group purchase shares (existing and being cent of the Company’s issued share and which is announced at the same sought) is used is 1.54 per cent. capital at 5 July 2021, being the time as the allotment, or has taken latest practicable date prior to Resolution 18: place in the preceding six month publication of this document); period and is disclosed in the Notice of general meetings announcement of the allotment. b. the minimum and maximum prices at The notice period for general meetings, which they may be purchased; and Resolution 16 seeks to renew this as governed by the Companies Act authority until the conclusion of the c. when such authority will expire. 2006, is 21 days. The notice can be less next AGM or, if earlier, the close of The minimum price at which the if the shareholders approve a shorter business on 1 November 2022. Prior shares may be purchased is their notice period, however it cannot be to its expiry the Company may make nominal value and the maximum shorter than 14 clear days. AGMs offers, and enter into agreements, price is the higher of: cannot be held at shorter notice and which would or might, require equity must always be held on at least 21 i. five per cent above the average securities to be allotted (and treasury clear days’ notice. of the middle market values of shares to be sold) after the authority those shares for the five At last year’s AGM, shareholders expires and the Board may allot equity business days before the authorised the calling of general securities (and sell treasury shares) purchase is made; and meetings other than an AGM on not under any such offer or agreement as less than 14 clear days’ notice and it if the authority had not expired. ii. an amount equal to the higher of is proposed that this authority be the price of the last independent The maximum nominal value of equity renewed. The authority granted by this trade of an ordinary share and securities which could be allotted if resolution, which will be proposed as a the highest current independent the authorities granted in resolutions special resolution, if passed, will be bid for an ordinary share on the 15 and 16 were both used would be effective until the Company’s next trading venue where the £13,734,429, which represents AGM, when it is intended that a similar purchase is carried out. approximately 10 per cent of the resolution will be proposed. issued share capital of the Company The Companies Act 2006 enables Note, that if a general meeting is called as at 5 July 2021. certain listed companies to hold shares on less than 21 clear days’ notice, the in treasury, as an alternative to Company will arrange for electronic Resolution 17: cancelling them, following a purchase voting facilities to be available to all Company’s authority to purchase shares of own shares by the Company. Shares shareholders. The flexibility offered This resolution, which will be proposed held in treasury may subsequently be by this resolution will be used where, as a special resolution, seeks to cancelled, sold for cash or used to taking into account the circumstances, renew the existing authority for satisfy share options and share awards and noting the recommendations of the the Company to purchase its own under the Company’s share schemes. UK Corporate Governance Code, the shares in the market. The treasury shares do not entitle the Directors consider this appropriate in Company to exercise any rights, relation to the business of the meeting including attendance and voting at and in the interests of the Company and meetings, receipt of dividends or shareholders as a whole. distribution of the Company’s assets. 6 NOTICE OF ANNUAL GENERAL MEETING 2021 Notes These notes should be read in the light of the arrangements for this year’s AGM described in the Chairman’s letter. These arrangements may change on short notice. Any changes will be communicated to shareholders before the AGM through our website at https://www.dssmith.com/investors and, where appropriate, by a regulatory information service announcement. i. Only those Members registered respect of that share. To be CREST sponsor or voting service in the Register of Members of effective, forms of proxy and provider(s), who will be able to take the Company as at 6.30pm on powers of attorney or other the appropriate action on their 5 September 2021 shall be entitled authority, if any, under which they behalf. to attend and vote at the meeting are signed or a notarially certified or In order for a proxy appointment or in respect of the number of shares office copy of such power or instruction under the CREST service registered in their names at authority must reach the Registrars to be valid, the appropriate CREST that time. at the address shown on the proxy message (a ‘CREST Proxy form, and the Registrars must ii. Members are entitled to appoint a Instruction’) must be properly receive any appointment of proxy to exercise all or any of their authenticated in accordance with a proxy not later than 12 noon on rights to attend and speak and vote Euroclear’s specifications and must 5 September 2021. A member must on their behalf at the meeting. contain the information required for inform the Registrars in writing of A member may appoint more than such instructions, as described in any termination of the authority of one proxy in relation to the meeting the CREST Manual. The message, a proxy. provided that each proxy is regardless of whether it constitutes appointed to exercise the rights iv. Any person to whom this Notice is the appointment of a proxy or an attached to a different share or sent who is a person nominated amendment to the instruction given shares held by that member. A proxy under section 146 of the Companies to a previously appointed proxy need not be a member of the Act 2006 (the ‘CA 2006’) to enjoy must, in order to be valid, be Company but members are strongly information rights (a ‘Nominated transmitted so as to be received by encouraged to appoint the Person’) may, under an agreement the issuer’s agent (ID RA19) by the Chairman of the meeting as their between them and the member by latest time for receipt of proxy proxy, rather than a named person whom they were nominated, have a appointments specified in note (iii) who may not be able to attend right to be appointed (or to have above. For this purpose, the time of the meeting. someone else appointed) as a proxy receipt will be taken to be the time for the AGM. If a Nominated Person iii. A proxy may be appointed by any of (as determined by the timestamp has no such proxy right or does not the following methods: applied to the message by the wish to exercise it, they may, under CREST Applications Host) from a. completing and returning the any such agreement, have a right to which the issuer’s agent is able to enclosed proxy form; or give instructions to the member as retrieve the message by enquiry to b. by logging onto the Registrars’ to the exercise of voting rights. CREST in the manner prescribed by website www.sharevote. co.uk v. The statement of the rights of CREST. After this time any change of using the Voting ID, Task ID and members in relation to the instructions to proxies appointed Shareholder Reference Number appointment of proxies in Notes (ii) through CREST should be printed on the proxy form and (iii) above does not apply to communicated to the appointee enclosed. Members who have Nominated Persons. The rights through other means. already registered with the described in these paragraphs CREST members and, where Registrars’ online portfolio can only be exercised by the applicable, their CREST sponsors or service Shareview can submit a Company members. voting service providers should proxy by logging into their vi. Nominated Persons are reminded note that Euroclear does not make profile at www. shareview.co.uk that they should contact the available special procedures in and clicking on the link to vote; registered holder of their shares CREST for any particular messages. or (and not the Company) on matters Normal system timings and c. members of CREST should relating to their investments in limitations will therefore apply in use the CREST electronic the Company. relation to the input of CREST Proxy appointment service (see note Instructions. It is the responsibility vii. CREST members who wish to (vii) below). of the CREST member concerned to appoint a proxy or proxies through take (or, if the CREST member is a If two or more valid but differing the CREST electronic proxy CREST personal member or appointments of a proxy are appointment service may do so sponsored member or has received in respect of the same for the meeting to be held on appointed a voting service share for use at the same meeting, 7 September 2021 and any provider(s), to procure that his the one which is last received adjournment(s) thereof by using the CREST sponsor or voting service (regardless of its date or the date of procedures described in the CREST provider(s) take(s)) such action as its signature) shall be treated as Manual. CREST personal members or shall be necessary to ensure that a replacing and revoking the others. If other CREST sponsored members, message is transmitted by means of the Company is unable to determine and those CREST members who the CREST system by any particular which was received last, none of have appointed a voting service time. In this connection, CREST them shall be treated as valid in provider(s), should refer to their members and, where applicable,

Notice of Annual General Meeting 2021 dssmith.com 7 Notes (continued)

their CREST sponsors or voting Where the Company is required communicate with the Company for service providers are referred, in to place a statement on a any purposes other than those particular, to those sections of the website under section 527 of expressly stated. CREST Manual concerning practical the CA 2006, it must forward the xvi. Under section 338 and section 338A limitations of the CREST system statement to the Company’s of the CA 2006, Members meeting and timings. auditor not later than the time the threshold requirements in those when it makes the statement The Company may treat as invalid a sections have the right to require available on the website. The CREST Proxy Instruction in the the Company (i) to give, to Members business which may be dealt circumstances set out in Regulation of the Company entitled to receive with at the meeting includes any 35(5)(a) of the Uncertificated notice of the meeting, notice of a statement that the Company has Securities Regulations 2001. The resolution which may properly be been required under section 527 CREST Manual can be reviewed at moved and is intended to be moved of the CA 2006 to publish on www.euroclear.com. at the meeting; and/or (ii) to include a website. in the business to be dealt with at viii. As at 5 July 2021 (being the latest xi. Any member attending the meeting the meeting any matter (other than practicable date prior to publication has the right to ask questions. a proposed resolution) which may of this document), the Company’s The Company must cause to be be properly included in the issued share capital consists of answered any such question business. A resolution may properly 1,373,442,967 ordinary shares, relating to the business being dealt be moved or a matter may properly carrying one vote each. No shares with at the meeting but no such be included in the business unless are held in treasury. Therefore, the answer need be given if (a) to do so (a) (in the case of a resolution only) total voting rights in the Company as would interfere unduly with the it would, if passed, be ineffective at 5 July 2021 are 1,373,442,967. preparation for the meeting or (whether by reason of ix. A corporate member of the involve the disclosure of inconsistency with any enactment Company may authorise a person or confidential information, (b) the or the Company’s constitution or persons to act as its representative(s) answer has already been given on a otherwise), (b) it is defamatory of at the meeting. In accordance with website in the form of an answer to any person, or (c) it is frivolous or the provisions of the CA 2006, each a question, or (c) it is undesirable in vexatious. Such a request may be in such representative may exercise the interests of the Company or the hard copy form or in electronic form, (on behalf of the corporation) the good order of the meeting that the must identify the resolution of same powers as the corporation question be answered. which notice is to be given or the could exercise if it were an matter to be included in the xii. A copy of this Notice, and other individual member of the Company, business, must be authenticated by information required by section provided that they do not do so in the person or persons making it, 311A of the CA 2006, can be found relation to the same shares. must be received by the Company in the Annual Report section of the not later than 26 July 2021, being x. Under section 527 of the CA 2006, Investors page on our website the date six clear weeks before the Members meeting the threshold www.dssmith.com. requirements set out in that section AGM, and (in the case of a matter to xiii. Copies of the following documents have the right to require the be included in the business only) will be available for inspection at Company to publish on a website a must be accompanied by a the Company’s registered office statement setting out any matter statement setting out the grounds during normal business hours from relating to: for the request. the date of this Notice until the xvii. For meetings held on or after a. the audit of the Company’s conclusion of the meeting and at 3 September 2020 where the financial statements (including the AGM: the auditor’s report and the company is a traded company, a. service contracts of the conduct of the audit) that are to members have the right to request Executive Directors be laid before the meeting; or information to enable them to b. letters of appointment determine that their vote was b. any circumstance connected of the Chairman and the validly recorded and counted. with an auditor of the Company non-Executive Directors. If you wish to receive this ceasing to hold office since the information please contact our previous meeting at which the xiv. Chairmen of the Audit, Registrars, Equiniti, on 0371 384 Annual Report and financial Remuneration and Nomination 2197 if calling from the UK or statements were laid in Committees will be available to +44 (0)121 415 7047 if calling from accordance with section 437 answer relevant questions, either in overseas. Lines are open from of the CA 2006. The Company person or via email as set out on 8.30am to 5.30pm Monday to may not require the members page 9. Friday, excluding bank holidays in requesting any such website xv. You may not use any electronic England and Wales. Alternatively publication to pay its expenses address provided either in this you can write to Equiniti, Aspect in complying with sections Notice or any related documents House, Spencer Road, Lancing, 527 or 528 of the CA 2006. (including the proxy form) to West Sussex BN99 6DA 8 NOTICE OF ANNUAL GENERAL MEETING 2021

Voting Website You can: Our corporate website, www.dssmith. com, is the principal means we use to • register your proxy vote communicate with our shareholders. electronically by logging on to our There is a wealth of information Registrar’s website, www.sharevote. online including: co.uk, or by using the service offered by Euroclear UK & Ireland Limited for • our 2021 Annual Report; members of CREST (as explained in • all the latest DS Smith news, notes (iii) and (vii) on page 7; or press releases and investor • complete and return your proxy form presentations; and (as explained in note (iii) on page 7). • detailed information about The proxy form invites you to vote in our business. one of three ways for each of the Questions resolutions: ‘for’, ‘against’ or ‘vote Members who would like to ask a withheld’. The ‘vote withheld’ option question related to the business of the enables you to abstain on any particular meeting are encouraged to do so in resolution, but it is not a vote in law, advance of the meeting by emailing it therefore it will not be counted in the to [email protected] with ‘AGM 2021’ in calculation of the proportion of votes the heading. We will then collate the for and against a resolution. Please answers to the questions received and note that all proxy appointments must upload them to our website at https:// be received by our Registrars no later www.dssmith.com/investors following than 48 hours before the start of the AGM or, if more appropriate, reply to the AGM. the questioner directly. At the AGM itself, the votes will be taken by poll rather than on a show of hands. This method is considered more democratic, because votes are allocated according to each shareholder’s stake in a company, i.e. one vote for every share held. All votes, whether cast in advance by proxy, or at the poll taken at the AGM itself, will be added together and the voting results will be published on the Company’s website at http://www. dssmith.com/ investors/investor- information/rns-statements and released to the London Stock Exchange.

Notice of Annual General Meeting 2021 dssmith.com 9 Important information about the AGM

Car Park

P A4202 NCP Car Park Hamilton Place A4202 P Piccadilly Old Park lane

Hyde Park

Hyde Park Corner 2 Green Park A420

Knightsbridge Wellington Arch

Constitution Hill

0 50m 100m

Date Tuesday 7 September 2021 Location No. 4 Hamilton Place London W1J 7BQ Timing The AGM will start promptly at 12 noon. The doors will open from 11.45am. No refreshments will be served, due to health and safety considerations. Admission DS Smith Plc Please bring the Admittance Card (which is the section on the left of the Proxy 350 Euston Road Card) with you to the AGM. You may be asked to show the Admittance Card before London being admitted to the venue. NW1 3AX Members and proxy holders may also be required to provide proof of identity. Registered in England The registration process may take longer without these documents. No 1377658 This year only members and proxy holders (not their guests) will be admitted to Telephone: the AGM, except by prior written arrangement with the Company Secretary. +44 (0)20 7756 1800 Facilities Fax: +44 (0)20 7756 1801 Email: [email protected] No. 4 Hamilton Place has wheelchair access. If you are planning to come to the www.dssmith.com AGM and are a wheelchair user, please call the venue on +44 (0)20 7670 4300 in advance. Enquiries and questions Members who intend to ask a question related to the business of the Meeting are asked to provide their name, address and question at the Registration desk. Staff from Equiniti, the Company’s Registrars, will be on hand to provide advice and assistance.