Smurfit WestRock Ltd

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business and Summary of Significant Accounting Policies

Description of Business

Smurfit WestRock Limited (formerly known as Cepheidway Limited) (“Smurfit WestRock,” or the “Company”) is a company limited by shares that was incorporated in Ireland on July 6, 2017. The registered office of the Company is Beech Hill, Clonskeagh, Dublin 4, Ireland, which is also the principal place of business of the Company. On December 11, 2023, Smurfit WestRock changed its name to Smurfit WestRock Limited.

Other than activities related to its formation, the Company has not conducted any operations since its incorporation. Unless the context otherwise requires, Smurfit WestRock and “the Company” refer to the business of Smurfit WestRock and its wholly-owned subsidiaries, which does not include Smurfit Kappa Group plc or WestRock Company.

Basis of Presentation

Our independent registered public accounting firm has not audited the accompanying consolidated interim financial statements. The unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. The consolidated balance sheet at December 31, 2023 was derived from the audited consolidated financial statements included in the Registration Statement. The unaudited consolidated interim financial statements are presented in United States Dollars.

In the opinion of the Company’s management, the accompanying unaudited consolidated interim financial statements contain all the adjustments necessary for a fair statement of the financial position and the results of operations and cash flows for the interim periods and as at the dates presented. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the operating results for the full fiscal year or any future period. These consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Registration Statement.

Summary of Significant Accounting Policies

See “Note 1 Description of Business and Summary of Significant Accounting Policies” of the notes to the Consolidated Financial Statements of the Company included in the Registration Statement for a summary of our significant accounting policies.

2. Transaction Agreement with WestRock

On September 12, 2023, Smurfit Kappa Group plc (“Smurfit Kappa”) and WestRock Company, a public company incorporated in Delaware announced they had reached a definitive agreement on the terms of a proposed combination to be implemented through (i) an acquisition by Smurfit WestRock Limited (to be re-registered and renamed Smurfit WestRock plc) of the entire issued share capital of Smurfit Kappa by means of the Scheme under Section 450 of the Irish Companies Act 2014; and (ii) a merger of a subsidiary of Smurfit WestRock with and into WestRock.

Under the terms of the Transaction Agreement:

Following completion of the Combination, Smurfit WestRock will be the parent company of the combined group. The combined group will be headquartered and domiciled in Dublin, Ireland, with North and South American headquarters in Atlanta, Georgia, U.S. Smurfit WestRock will have a dual listing on the NYSE and the standard listing segment of the FCA, and the shares of Smurfit WestRock will be admitted to trading on the NYSE and the main market for listed securities of the LSE.

Smurfit Kappa, WestRock, Smurfit WestRock Limited and Merger Sub have agreed to cooperate in taking all actions necessary to delist the WestRock Shares from the New York Stock Exchange (“NYSE”) and terminate its registration under the Exchange Act following the Completion, after which WestRock will cease filing its own periodic and other reports with the SEC and WestRock Shares will cease to be publicly traded. It is expected that, subject to Completion, Smurfit Kappa Shares will be delisted from the premium segment of the Official List of the FCA and the Smurfit Kappa Shares will cease trading on the main market for listed securities of the London Stock Exchange (“LSE”) and Smurfit Kappa Shares will be delisted from the Official List of Euronext Dublin and the Smurfit Kappa Shares will cease trading on the Euronext Dublin Market.

The Combination is subject to certain conditions set forth in the Transaction Agreement, including, but not limited to: certain regulatory clearances, approval by the stockholders of Smurfit Kappa and stockholders of WestRock, sanction of the Scheme by the High Court of Ireland, approval of the shares of Smurfit WestRock for listing on the NYSE, and approval of the shares of Smurfit WestRock for listing on the Official List of the Financial Conduct Authority (“FCA”).

Subject to stockholder approval and other closing conditions, the Combination is expected to close in early July 2024.

The Transaction Agreement contains certain termination rights for both parties. Each of Smurfit Kappa and WestRock may be required to make payments to the other party in connection with the termination of the Transaction Agreement under specified circumstances.

3. Subsequent Events

Registration Statement on Form S-4

The Registration Statement was declared effective on April 26, 2024. The Transaction is expected to close in early July 2024, conditional upon receipt of any outstanding regulatory approvals, shareholder approvals and satisfaction of other closing conditions. Prior to the closing of the Transaction, Smurfit WestRock will have no operations.