Smurfit Westrock (SW) Proxy Filing summary

Executive summary

• Achieved strong operational and financial results in 2025, with $31.2B net sales, $4.9B adjusted EBITDA, and $1.5B adjusted free cash flow, exceeding synergy targets post-Combination.

• Maintained a performance-driven, customer-centric culture, emphasizing safety, accountability, and continuous improvement.

• Returned capital to shareholders via quarterly dividends, including a 5% increase in February 2026.

• Announced a Medium-Term Plan through 2030 to guide disciplined capital allocation and drive improved financial performance.

• Continued robust shareholder engagement and transparency, with over 450 investor meetings in 2025.

Voting matters and shareholder proposals

• Election of 12 director nominees for one-year terms.

• Advisory vote to approve named executive officer compensation.

• Ratification of KPMG as independent auditor for 2026 and authorization for the Audit Committee to set remuneration.

• Renewal of Board authority to issue shares and opt out of statutory pre-emption rights under Irish law.

• Determination of price range for re-issuing treasury shares.

Board of directors and corporate governance

• Board comprises 12 directors post-AGM, with 83% independence and a 50% gender split.

• Board committees (Audit, Compensation, Nomination, Finance, Sustainability) are fully independent.

• Annual board and committee evaluations, including an external review in 2025.

• Shareholders holding 10%+ of shares can call special meetings; one class of voting stock with equal rights.

• No poison pill or supermajority vote provisions beyond Irish law.