DS Smith : Form of Proxy for the Annual General Meeting 2024

DS Smith Plc

Annual General Meeting 2024

Proxy form

Shareholder Reference Number

You may submit your proxy electronically at www.shareview.co.uk

Please tick here if this proxy instruction is one of multiple instructions being given (see note 3) Please indicate how you wish to vote on each of the resolutions by marking 'X' in the appropriate box.

Number of shares being voted (see note 2 and 3)

Member (Form of Proxy)

I/We being a Member/Members of DS Smith Plc hereby appoint the Chair of the Meeting, or the following person (see note 2)

Name

as my/our Proxy to attend, speak and vote on my/our behalf at the AGM to be held on 3 September 2024 at 12 noon and any adjournment thereof.

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Signature	Date

Resolutions

Please mark 'X' to indicate how you wish your proxy to vote (see note 6).

Withheld

Vote

Against

For

Withheld

Vote

Against

For

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1. To receive and adopt the Annual Report and financial statements
2. To declare a final dividend
3. To approve the Annual Report on Remuneration
4. To re-elect Mr Drabble as a Director
5. To re-elect Mr Roberts as a Director
6. To re-elect Mr Pike as a Director
7. To elect Ms Bamford as a Director
8. To re-elect Ms Baxter as a Director
9. To re-elect Mr Johnson as a Director
10. To re-elect Ms Kessel as a Director
11. To re-elect Mr Olsen as a Director
12. To re-elect Mr Robbie as a Director

1. To re-appoint Ernst & Young LLP as Auditor of the Company
2. To authorise the Audit Committee to determine the remuneration of the Auditor
3. To authorise the Directors to allot shares
4. To authorise Directors' general powers to disapply pre-emption rights up to five per cent of the issued share capital
5. To authorise Directors' additional powers to disapply pre-emption rights for an additional five per cent for certain transactions
6. To renew the authority for the Company to purchase its own ordinary shares
7. To maintain the notice period for general meetings

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If you prefer to return the Proxy form in an envelope, then please do so using the following address: FREEPOST RTHJ- CLLL-KBKU, Equiniti Limited, Aspect House, Spencer Road, Lancing, BN99 8LU. A stamp is NOT required if posted in Great Britain, Channel Islands or Northern Ireland.

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Map of Directions

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Notes on completing the Proxy form

1. To be valid, the Proxy form must reach Equiniti, Aspect House, Spencer Road, Lancing BN99 8LU by 12 noon on Sunday 1 September 2024
2. You have the right to appoint some other person(s) of your choice, who need not be a Member, as your proxy to exercise all or any of your rights, to attend, speak and vote on your behalf at the Meeting. If you wish to appoint a person other than the Chair of the Meeting, please insert the name of your chosen proxy holder in the space provided. If the proxy is being appointed in relation to less than your full voting entitlement, please enter the number of shares in relation to which they are authorised to act in the box provided. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement.
3. You may appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you. Additional proxy form(s) may be obtained by contacting the Registrars or by photocopying this form. Please indicate in the box provided the number of shares in relation to which the proxy is authorised to act. All forms must be signed and should be returned together in the same envelope.
4. Corporations must execute this form under their Common Seal or under the hand of an authorised officer or attorney.
5. In the case of joint holders, the signature of any one holder will be sufficient, but the names of all the joint holders should be stated.
6. If no specific instructions are given, the proxy will vote or abstain from voting as they think fit on the specified resolutions and, unless instructed otherwise, the person appointed proxy may also vote or abstain from voting as they think fit on any other business (including amendments to resolutions) which may properly come before the meeting.
7. Completion of the Proxy form will not preclude a Member from attending and voting in person.
8. The "Vote Withheld" option is not a vote in law and will not be counted in the calculation of votes "For" and "Against" a resolution.
9. If you prefer to return the Proxy form in an envelope, then please do so using the following address: FREEPOST RTHJ-CLLL- KBKU, Equiniti Limited, Aspect House, Spencer Road, Lancing, BN99 8LU. A stamp is NOT required if posted in Great Britain, Channel Islands or Northern Ireland.

Members have the right to request information to enable them to determine that their vote was validly recorded and counted. If you wish to receive this information please contact our Registrars, Equiniti, on [phone]. Lines are open from 8.30am to 5.30pm Monday to Friday, excluding bank holidays in England and Wales. Alternatively you can write to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.

The Annual Report for the year ended 30 April 2024 is now available on the Company's website at www.dssmith.com. For direct access to this document, please type the following link into your web browser: www.dssmith.com/investors/annual-reports.

If you wish to receive a further hard copy of the Company's Annual Report or other shareholder documentation, please call [phone] or write to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, stating your name, shareholding and shareholder reference number.

Business Reply Plus Licence Number RTAK-KXJC-HEXJ

Equiniti Aspect House Spencer Road LANCING BN99 8EG