Smurfit Westrock plc

Investing in our ordinary shares involves uncertainty and risk due to a variety of factors. You should carefully consider the risks

described below, which could materially adversely affect our business, financial condition, results of operations (including revenues

and profitability) and/or ordinary share price, with all of the other information included in this Annual Report on Form 10-K. Our

business is also subject to general risks and uncertainties that may broadly affect companies, including us. Some of the factors, events,

and contingencies discussed below may have occurred in the past, and the disclosures below are not representations as to whether or

not the factors, events, or contingencies have occurred in the past, but are provided because future occurrences of such factors, events,

or contingencies could have a material adverse effect on our business, results of operations, financial condition, cash flows or share

price. Further, the risks and uncertainties described below are not the only ones we face. Additional risks not presently known to us or

that we currently deem immaterial may also materially affect our business, financial condition, results of operations (including

revenues and profitability) and/or ordinary share price.

Risk Factors Summary

The following summary is intended to enhance the readability and accessibility of our risk factor disclosures. We encourage you to

carefully review the full risk factors discussed below in their entirety for additional information. Some of the factors that could

adversely affect our results of operations, cash flows and financial condition, and the trading price of our ordinary shares, include:

Market and Industry Risks

•As a leading global manufacturing business, we have been, and may be materially adversely affected by economic,

geopolitical and social factors that are beyond our control.

•We may be adversely affected by uncertainty, downturns, actions taken by competitors or other changes in the paper and

packaging industry.

•Our earnings are highly dependent on demand.

•Price fluctuations in, or shortages in the availability of, energy, transportation and raw materials could materially adversely

affect our business.

•We are exposed to significant competition in the paper and packaging industry, which may materially and adversely affect

the price and volume of products sold.

Operating Risks

•We may experience business disruptions that adversely affect our operations.

•We may fail to anticipate trends and develop or integrate new technologies or to protect intellectual property related to our

products and technologies.

•Our capital expenditures may not achieve the desired outcomes or may be completed at a higher cost than anticipated.

•We are exposed to risks related to international sales and operations.

•We could be exposed to currency exchange rate fluctuation risks.

•We may produce faulty or contaminated products due to failures in quality control measures.

•We are subject to cybersecurity risks that could threaten the confidentiality, integrity and availability of data in our systems,

and could result in disruptions to our operations.

•We may be adversely impacted by work stoppages and other labor relations matters.

•We may not be able to attract, motivate and/or retain qualified personnel, including our key personnel.

•We face challenges associated with sustainability matters, including the impact of climate change and its potential impact on

areas such as our operations and raw material availability.

•Failure by us to successfully implement strategic transformation initiatives, including those relating to information

technology infrastructure, could adversely affect our business.

•If we are unsuccessful in integrating acquisitions or if disposals result in unexpected costs or liabilities, our business could be

materially and adversely affected.

Risks Related to the Combination

•We may not realize all of the benefits of the recent Combination or such benefits may take longer than anticipated or may be

lower than estimated.

•We may fail to successfully integrate Smurfit Kappa and WestRock, including their individual cultures and philosophies.

•We have incurred and will incur significant costs as a result of becoming subject to various U.S. laws and regulations,

including U.S. securities laws and reporting requirements.

•We will be required to comply with the Sarbanes-Oxley Act and may incur significant costs and devote substantial

management time towards developing and maintaining adequate internal controls, which may materially adversely affect our

operating results in the future.

•We have identified a material weakness in our internal control over financial reporting that could, if not remediated, result in

material misstatements in our financial statements and cause us to fail to meet our reporting and financial obligations.

•Changes in existing financial accounting standards or practices may have a material adverse effect on our business, results of

operations, cash flows and financial condition, and the trading price of our ordinary shares.

Financial Risks

•Our continued growth depends on our ability to retain existing customers and attract new customers.

•Our debt could adversely affect our financial health.

•Adverse credit and financial market events and conditions, as well as credit rating downgrades, could, among other things,

impede access to or increase the cost of financing.

•We have a significant amount of goodwill and other intangible assets and a write-down could materially adversely impact our

operating results.

•We have a number of pension arrangements that are currently in deficit and may incur additional liability and/or increased

funding requirements in connection with multi-employer pension plans.

•Any dividend payment in respect of our shares is subject to a number of factors, and there are no guarantees that the

Company will pay dividends or the level of any such dividends.

Legal and Regulatory Risks

•We are subject to a wide variety of laws, regulations and other requirements that may change or may impose substantial

compliance costs.

•We are subject to a growing number of environmental and climate change laws andregulations.

•Changes to trade policy, including tariff and customs regulations, or failure to comply with such regulations may have an

adverse effect on our reputation, business, financial condition and results of operations.

•We are subject to compliance with antitrust and similar legislation in the jurisdictions inwhich we operate.

•We are subject to a number of laws and regulations relating to privacy, security and data protection, and failure to comply

could lead to fines and/or litigation.

•Failure to comply with applicable occupational health and safety laws and regulations may have a material adverse effect on

our business.

•The Company’s maintenance of two exchange listings may adversely affect liquidity in the market for our shares and result in

pricing differentials of our shares between the two exchanges.

Risks Related to Our Incorporation in Ireland

•We are incorporated in Ireland and Irish law differs from the laws in effect in the U.S. and might afford less protection to our

•Any attempts to acquire the Company will be subject tothe Irish Takeover Panel Act 1997, Takeover Rules, 2022 (the “Irish

Takeover Rules”) and subject to the supervisory jurisdiction of the Irish Takeover Panel and the Company’s board of

directors (the “Board”) may be limited by the Irish Takeover Rules in its ability to defend an unsolicited takeover attempt.

Market and Industry Risks

As a leading global manufacturing business, we have been, and may be in the future, materially adversely affected by factors that

are beyond our control, such as economic and financial market conditions, geopolitical conflicts and other social and political

unrest or change.

Our industry has been, and may be, adversely affected by a number of factors that are beyond our control, including, but not limited

to:

•macroeconomic and business conditions, including deteriorating macroeconomic conditions and related supply and demand

dynamics, as well as inflation and deflation;

•geopolitical conflicts and other social and political unrest or change;

•sustainability, environmental regulations and trade policies and agreements;

•conditions in the financial services markets, including counterparty risk, insurance carrier risk, rising interest rates, rising

commodity prices, and currency exchange rate fluctuations, which may impact price and demand for our products;

•financial uncertainties in our major international markets;

•government deficit reduction and other austerity measures in specific countries or regions, or in the various industries in

which we operate; and

•cyber incidents and related threats to the confidentiality, integrity and availability of data in systems.

The outlook for the global economy in the near- to medium-term remains uncertain and we are unable to predict the timing or rate at

which economic conditions in our markets may change and the impact of such changes. For example, if the economic climate were to

deteriorate as a result of geopolitical events (such as the Russian war in Ukraine or the conflict in the Middle East) or geopolitical

uncertainty, trade tensions (including the implementation of tariffs on U.S. imports bythe current U.S. Administration and potential

retaliatory tariffs) and/or a pandemic, it could result in an economic slowdown which, if sustained over any significant length of time,

shares. In addition, changes in trade policies, including renegotiating, or potentially terminating, existing bilateral or multilateral

agreements, as well as the imposition of tariffs, could impact demand for our products and the costs associated with operating our

business, including certain of our capital investments.

The global economy also continues to experience elevated levels of inflation, and we experienced cost inflation across our business in

fiscal 2023 and 2024, albeit at moderating levels since fiscal 2022. Persistent inflation results in higher manufacturing and

transportation costs, which we may not be able to recover through higher prices charged to our customers.

We also cannot predict the timing or duration of any downturn in the economy that may occur in the future. In addition, changes to or

withdrawals from free trade agreements and the implementation of tariffs, border taxes or other measures that can limit international

trade may have a negative impact on manufacturing and production levels of businesses and customers in the markets in which we

operate, which may in turn decrease demand for our products.

Unanticipated events such as global conflicts, public health crises, extraordinary weather events, labor disputes or strikes, and cyber

incidents may cause instability in global financial and foreign exchange markets. This instability could lead to volatility in the value of

our operating and functional currencies and hinder the availability of financing from our current lenders.

Our results of operations, cash flows and financial condition, and the trading price of our ordinary shares could be further adversely

affected, perhaps materially, by any of these matters.

We may be adversely affected by uncertainty, downturns, actions taken by competitors (such as the addition of new capacity) or

other changes in the paper and packaging industry; in addition, the cyclical nature of the paper and packaging industry could

result in overcapacity and depress prices for our products.

We are highly dependent on the market dynamics of the paper and packaging industry. We could therefore be materially adversely

affected by negative developments, uncertainty, downturns and changes in the paper and packaging industry as a whole or in part, as

well as by the addition of new capacity by our competitors. A lack of investor confidence in the paper and packaging industry could

also have an adverse effect on the trading price of our ordinary shares.

Our operating results are impacted by the paper and packaging industry’s historical cyclical investment pattern. This cyclicality arises,

in part, from the capital intensity of facilities such as paper mills (which generally continue production as long as paper prices are

sufficient to cover their marginal costs), the lead time between the planning and completion of a new mill and the fact that new

additions of containerboard and paperboard capacity tend to be large relative to the overall demand for the product. In addition, there

is the potential to convert certain other paper machines into containerboard machines, which may contribute to overcapacity.

Consequently, the industry has from time-to-time experienced periods of substantial overcapacity and there can be no assurance that

this will not reoccur.

In the absence of sufficient economic growth to generate increased demand or the closure of facilities (either temporarily or

permanently) to mitigate the effect, new capacity can cause a period of regional overcapacity which may lead to downward pricing

pressure.

These adverse effects could be further exacerbated if producers in other regions (particularly China) experience overcapacity within

their own local and regional markets and seek to increase their levels of exports into those markets within which we operate and do so

at lower pricing levels. The effect of such activity would be to depress prices for our products and could materially adversely affect

our selling prices and profitability.

We believe that the trading price of our ordinary shares has from time to time been adversely affected in part due to the impact of

macroeconomic conditions on pricing and demand and announcements by certain of our competitors of planned additional capacity in

the European and North American containerboard markets in which we participate, as well as the subsequent implementation of

certain of those plans and the impact they will have on future supply and demand dynamics and pricing.

In addition, many of our customer contracts include price adjustment provisions based upon published indices (including those

published by Pulp and Paper Week (“PPW”)) for our products that contribute to the setting of selling prices for some of our products.

Such publications are limited surveys that may not accurately reflect changes in market conditions for our products. Changes in how

these indices are determined or maintained, or other indices are established or maintained, could adversely impact the selling prices for

these products. If published containerboard and paperboard index prices decline in a period, such changes will result in lower prices,

and likely lower profitability, for certain of our products, which could have an adverse effect on our results of operations, cash flows

and financial condition.

Our earnings are highly dependent on demand.

Because our operations generally have high fixed operating costs, and pricing movements can be triggered, at times, by imbalances

between supply and demand, our earnings are highly dependent on demand, which tends to fluctuate due to macroeconomic

conditions, dynamics in the markets we serve, and due to company- and customer-specific issues. For example, through 2023 and

2024, we experienced lower demand due to factors such as, but not limited to, uncertainty caused by challenging geopolitical and

macroeconomic conditions, certain customer inventory rebalancing and shifting consumer spending. These and other fluctuations

when they occur can lead to significant variability in our sales, results of operations and cash flow, making it difficult to predict our

financial results with certainty.

The extent of the impact of public health crises, including a pandemic, or related containment measures and government responses, are

highly uncertain and cannot be predicted, including as it relates to demand and volume for our products and could therefore adversely

affect our operational and financial performance.

Price fluctuations in, or shortages in the availability of, energy, transportation and raw materials could adversely affect our

Our margins are affected by the prices that we are able to charge for our products and the costs of the raw materials we require to

make these products. Our primary raw materials are recovered fiber, particularly old corrugated containers (“OCC”), and wood fiber.

The prices for these raw materials tend to be volatile, and price fluctuations affect our margins.

OCC and wood fiber are used in the manufacture of our paper-based packaging products and are purchased in increasingly

competitive, price-sensitive markets. OCC prices are based on market prices that have historically exhibited price and demand

cyclicality and significant price volatility over short periods and may do so again in the future. In particular, the price of OCC depends

on a variety of factors over which we have no control, including demand from outside our countries of operation, environmental and

conservation regulations, natural disasters and weather. Despite owning our own recycling depots to independently source some of our

OCC supplies, from a price perspective, OCC prices are linked to official reference prices and are therefore based on market prices.

Historically, these market prices have exhibited significant price volatility.

Prices of wood fiber are also impacted by many of these factors. A decrease in the supply of such raw materials has caused, and any

such decrease in the future can be expected to cause, higher costs. In addition, the increase in demand for products manufactured, in

whole or in part, from OCC has in the past caused an occasional supply or demand imbalance in the market for OCC. It may also

cause a significant increase in the cost of wood fiber used in the manufacture of recycled containerboard and related products. Asian

purchasers have been in the OCC market for a number of years and have become material purchasers in the sector due to significant

ongoing expansion of their recycled containerboard mills capacity. The effect of this has been to create volatility with respect to the

price of OCC. Our raw material costs are likely to continue to fluctuate based upon supply and demand characteristics.

In response to growing pressure from increased environmental awareness and the need to comply with greenhouse gas emission

targets, a number of northern European governments have sought to encourage the use of wood for energy generation purposes

through the use of subsidies. These policies create a new source of demand for wood. This has the effect of increasing the price of

wood fiber and consequently the cost of our raw materials for the production of kraftliner. If this trend continues or grows, this could

lead to further raw material price increases and could have a material adverse effect on our margins.

Many of our customer contracts contain price adjustment clauses either allowing us to pass increased costs on to our customers or

adjust prices based on an index or other mechanism. However, not all of our agreements contain these clauses and these clauses may

not in all cases be effective to fully offset our increased costs. Where we are able to raise prices there is generally a three- to six-month

lag between the time our raw material prices increase and the time we realize increased pricing from our customers.

Certain of the Company’s paper mills are subject to regulation under regulatory programs that mandate reductions in greenhouse gas

emissions, including the EU Emissions Trading Scheme, Quebec’s Regulation respecting a cap-and-trade system for greenhouse gas

emission allowances, and, in the United States, the Washington Climate Commitment Act, whereby covered businesses are issued

emissions allowances based on an annual limit or “cap” on greenhouse gas emissions and are required to have a sufficient number of

allowances to cover their annual greenhouse gas emissions. If a business’ greenhouse gas emissions exceed its available allowances, it

may be required to make capital investments or other expenditures to reduce emissions, or it may be required to buy additional

allowances on the market, at government auctions, or from other program participants. Failure to have a sufficient number of

allowances available may subject a business to penalties. As part of an energy-intensive, trade-exposed sector, the Company’s paper

mills that are subject to existing cap-and-trade regulations are entitled to receive a certain number of greenhouse gas emission

allowances at no cost to ease the energy transition. To date, the number of no-cost allowances granted to our mills has been sufficient

to cover our compliance obligations; however, there is a risk that in the future we will not have enough free allowances to meet our

compliance requirements. If we are required to make investments to reduce our greenhouse gas emissions, such as switching fuels to

lower carbon alternatives, or purchase allowances, these costs may not be recoverable through higher prices for our products and could

negatively affect our operations, financial condition and cash flows. Failure to meet our greenhouse gas obligations could result in

fines, penalties and potential damage to our business reputation. We also face risks that more of the Company facilities could become

subject to cap-and-trade programs or similar greenhouse gas reduction mandates in the future and that these programs or mandates

could significantly increase our energy and other input costs in these jurisdictions. Our production processes are energy intensive. If

energy prices increase in the future, this would increase our production costs, which could consequently have a material adverse effect

on our profitability.

We distribute our products primarily by truck, rail and sea. The reduced availability of trucks, rail cars or cargo ships, including as a

result of labor shortages in the transportation industry, could adversely impact our ability to distribute our products in a timely or cost-

effective manner. Higher transportation costs could make our products less competitive compared to similar or alternative products

offered by competitors.

The failure to obtain raw materials, energy or transportation services at reasonable market prices (or the failure to pass on price

increases to customers) or a reduction in the availability of raw materials, energy or transportation services due to increased demand,

significant changes in climate or weather conditions or other factors could have a material adverse effect on our business, results of

We are exposed to significant competition in the paper and packaging industry, and if we are unable to compete effectively, our

results of operations, cash flows and financial condition, and the trading price of our ordinary shares, could be adversely affected.

We operate in a highly competitive and fragmented industry. The paper and packaging industry is characterized by a high level of

price competition, as well as other competitive factors including innovation, design, quality and service. To the extent that any of our

competitors are more successful with respect to any key competitive factor, our business, results of operations, financial condition and

the trading price of our ordinary shares could be materially adversely affected. Pricing pressure could arise from, among other things,

limited demand growth in the market in question, price reductions by competitors, growth in supply from existing competitors, entry

of new competitors into the markets in which we operate, the ability of competitors to capitalize on their economies of scale and create

excess product supply, the ability of competitors to operate or successfully relocate or open production facilities in countries where

production costs are lower than those in which we operate and the introduction by our competitors of new products, technologies and

equipment, including the use of artificial intelligence and machine learning solutions.

Our products also compete, to some extent, with various other packaging materials, including products made of plastics, wood and

various types of metal. Customer shifts away from paper packaging to packaging made from other materials could adversely affect our

results of operations, cash flows and financial condition and the trading price of our ordinary shares.

Operating Risks

We may experience business disruptions that adversely affect our operations.

We depend on continuous operation of our facilities. The operations at our facilities have in the past and may in the future be

interrupted or impaired by various operating risks, including, but not limited to, risks associated with:

•catastrophic events, such as fires, floods, earthquakes, explosions, natural disasters, severe weather, including hurricanes,

tornadoes and droughts, and pandemics, such as COVID-19, or other health crises or similar occurrences;

•interruptions in the delivery of raw materials or other manufacturing inputs;

•failure of third-party service providers and/or business partners to fulfill their commitments and responsibilities in a timely

manner and in accordance with agreed upon terms;

•government regulations;

•prolonged power failures;

•unscheduled maintenance outages, including due to equipment breakdowns or failures;

•information system disruptions or failures due to any number of causes, including cyber incidents;

•violations of our permit requirements, revocation of permits, or permit modifications that impose additional or more stringent

obligations;

•releases of pollutants and hazardous substances to the environment;

•disruptions in transportation infrastructure, including roads, bridges, railroad tracks and tunnels;

•shortages of equipment or spare parts; and

•labor disputes, strikes and shortages.

Business disruptions have impaired, and may in the future impair, our production capabilities and adversely affect our results of

operations, cash flows and financial condition, and the trading price of our ordinary shares. For example, operations at several of our

facilities located in the south and southeastern U.S. have been interrupted in recent years by hurricanes and severe winter weather,

resulting in, among other things, lost mill production. In addition, the impact of any future public health crises, including a pandemic,

or other business disruptions, on our operational and financial performance in future periods will depend on future developments,

which are highly uncertain and cannot be predicted. Our production capabilities may be disrupted if we are unable to secure sufficient

supplies of raw materials or if significant portions of our workforce are unable to work effectively as a result of a business disruption.

We have contingency plans and insurance coverage, subject to applicable deductibles or retentions, policy limits and other conditions,

that we use to seek to mitigate the impact of business disruptions; however, we may not be successful with respect to those mitigation

efforts or any claim regarding insurance coverage and, if we are successful, any amounts paid pursuant to the insurance may not be

sufficient to cover all our costs and expenses.

Smurfit Westrock has 62 paper mills. If operations at any of these key mills were interrupted for any significant length of time, it

shares.

We may fail to anticipate trends and develop or integrate new technologies that would enable us to offer products that respond to

changing customer preferences or to protect intellectual property related to our products and technologies.

Our success depends, in part, on our ability to offer differentiated solutions, and we must continually develop and introduce new

products and services to keep pace with technological and regulatory developments and changing customer preferences. The services

and products that we offer customers may not meet their needs as their business models evolve. Also, our customers may decide to

decrease their use of our products, use alternative materials for their product packaging or forego the packaging of certain products

entirely. Regulatory developments can also significantly alter the market for our products. For example, a move to electronic

distribution of disclaimers and other paperless regimes could adversely impact our healthcare inserts and labels businesses. Similarly,

certain states and local governments have adopted laws banning single-use paper bags or charging businesses or customers fees to use

paper bags. These and similar developments could adversely impact demand for certain of our products.

Customer preferences for products and packaging formats are constantly changing based on, among other factors, lifestyle changes,

buying habits, cost, convenience, and health and sustainability concerns and perceptions. Also, there is an increasing focus among

consumers to ensure that products delivered through e-commerce are packaged efficiently. In addition, customers are increasingly

interested in the carbon footprint of our products, and future packaging developments and trends may drive further substitution. Our

results of operations, cash flows and financial condition, and the trading price of our ordinary shares, could be adversely affected if we

fail to anticipate and address these and other trends, including by developing and offering products that respond to changing customer

preferences, or if there is any significant substitution away from paper-based packaging products.

In addition, creating or adopting new or complementary technologies and subsequently integrating them may be costly and difficult.

We have been involved in trialing new and evolving technology, but doing so may require significant investments of capital, and such

innovations are subject to long lead times and failure. Trialing such technology can take an extended period of time, with little to no

returns in the short or medium terms. Any such risks could have a material adverse effect on our business, results of operations,

Our success also depends, in part, upon our ability to obtain and maintain protection for certain proprietary packaging products and

packaging machine technologies used to produce our products. Failure to protect our existing intellectual property may result in the

loss of valuable legal rights. Our competitors may obtain intellectual property rights that could require us to license those rights or to

modify or cease the use or sale of certain of our technologies or products. Our patents could be invalidated, rendered unenforceable,

circumvented, challenged or licensed to others, and our pending or future patent applications may not be issued with the scope of the

claims we seek, if at all. Further, other companies may develop technologies that are similar or superior to our technologies, duplicate

our technologies or design around our patents, and steps we take to protect our technologies may not prevent misappropriation of those

technologies.

Our capital expenditures may not achieve the desired outcomes or may be completed at a higher cost than anticipated.

We operate in a capital-intensive industry and undertake expansion projects to either support growth in our business or improve the

breadth and quality of our product offerings, including investments in both mill and converting operations. Many of our capital

projects are complex, costly and/or implemented over an extended period of time. Our expenditures for capital projects could be

higher than anticipated, we may experience unanticipated business disruptions or delays in completing the projects and/or we may not

achieve the desired benefits from those projects, including as a result of a deterioration in macroeconomic conditions or in our

business, unavailability of capital equipment or related materials, delays in obtaining permits or other requisite approvals or changes in

laws and regulations. In addition, disputes between us and contractors who are involved with implementing capital projects could lead

to time-consuming and costly litigation. Any of these circumstances could adversely affect our results of operations, cash flows and

We are exposed to risks related to international sales and operations.

We operate in many different countries. As of December 31, 2024, we hadoperations in 40 countries. As a result, we have previously

been and remain vulnerable to risks in these countries, including:

•the imposition of tariffs, quotas, import duties or other market barriers, (including the implementation of tariffs on U.S.

imports by the current U.S. Administration and potential retaliatory tariffs), such as restrictions on repatriating cash from

foreign countries;

•responding to disruptions in existing trade agreements or increased trade tensions between countries or political and

economic unions;

•the difficulties of, and costs of complying with, a wide variety of complex and changing laws, treaties and regulations;

•increased difficulty in the collection of accounts receivable, including longer collection periods;

•inconsistent regulations and unexpected changes in legislation or regulatory requirements and increased difficulty and

expense in hiring and dismissing employees;

•the imposition of quotas relating to the composition of the employee base or the local sourcing of raw materials or other

similar quotas;

•political, economic and social unrest or instability (such as downturns or changes in economic activity due to, among other

things, regional conflicts or commodity inflation), the ongoing hyperinflation in Argentina (which has led us to apply

hyperinflationary accounting to our Argentinian operations in recent years), as well as disruptions and government

intervention in national economies and social structures, including the threat of terrorism;

•geopolitical conflict, such as of the war in Ukraine, which led us to sell our Russian operations and take a related impairment

charge of $159 million in respect of our Russian operations in the year ended December 31, 2022;

•work stoppages, transport interruptions and difficulties in managing international operations;

•government limitations on foreign ownership or takeovers, expropriation of private sector assets or mandated price controls;

•transfer pricing and adverse tax policies; and

•adverse currency fluctuations.

We are subject to taxation in the jurisdictions where we operate. We have several ongoing audit examinations and disputes that

generally cover multiple years with various tax authorities. We base our tax returns on our interpretation of tax laws and regulations in

effect; however, governing tax bodies have in the past and may in the future disagree with certain of our tax positions, which could

result in a higher tax liability. See “Note 21. Commitments and Contingencies” of the Notes to the Consolidated Financial Statements

for discussion of an ongoing tax liability matter in Brazil.

The occurrence of any of the foregoing could have a material adverse effect on our earnings as a result of the related delays or

increased costs in the production and delivery of products and services or otherwise disrupt the demand for our products. Any of these

circumstances could adversely affect our results of operations, cash flows and financial condition and the trading price of our ordinary

shares.

We could be exposed to currency exchange rate fluctuation risks.

We have operations in a number of countries. As such, currency movements can have a number of direct and indirect impacts on our

financial statements. Direct impacts include the translation of international operations’ local currency financial statements into U.S.

dollars and the remeasurement impact associated with non-functional currency financial assets and liabilities. Indirect impacts include

the change in competitiveness of imports into, and exports out of, the United States (and the impact on local currency pricing of

products that are traded internationally).

In addition, the relative strength or weakness of the U.S. dollar is important for the industry in which we operate because U.S.

containerboard and paperboard prices tend to influence the world market. A weak U.S. dollar over a sustained period has the potential

to result in lower imports into the United States of goods shipped in corrugated containers and, as a result, lower demand for our

containers from LATAM and Europe. A weak U.S. dollar could also result in additional competition in our European and Latin

American markets from other U.S. manufacturers that have an incentive to export more products due to increased demand for

relatively lower priced U.S. goods. Conversely, our U.S. operations could face additional competition from non-U.S. manufacturers if

a strong U.S. dollar was sustained over a long period. A strong U.S. dollar could also have the potential to reduce exports from the

United States of goods shipped in corrugated containers and, as a result, lower demand for our containers from the U.S.

We may produce faulty or contaminated products due to failures in quality control measures and systems, which could negatively

impact our business and share price.

We may fail to produce products that meet applicable safety and quality standards, which could result in adverse effects on consumer

health, litigation exposure, loss of market share and adverse reputational and financial impacts, among other potential consequences,

and we may incur substantial costs in taking appropriate corrective action (up to and including recalling products from end consumers

and reimbursing customers and/or end consumers for losses that they suffer as a result of these failures). Our failure to meet these

standards could lead to regulatory investigations, enforcement actions and/or prosecutions, and could result in adverse publicity, which

may damage our reputation. Any of these outcomes could have a material adverse effect on our business, results of operations,

financial condition and the trading of our ordinary shares.

We provide representations in certain of our contracts that our products are produced in accordance with customer specifications. If

the product contained in packaging manufactured by us is faulty or contaminated, the manufacturer of the product may allege that the

packaging we provided caused the fault or contamination, even if the packaging complies with contractual specifications. If our

packaging fails to meet contract specifications, we could face liability from our customers and third parties for bodily injury or other

damages. These liabilities could adversely affect our operations, cash flows and financial condition and the trading price of our

ordinary shares.

We are subject to cybersecurity risks that could threaten the confidentiality, integrity and availability of data in our systems, and

could result in disruptions to our operations and adversely affect our operations, cash flows and financial condition.

Cybersecurity incidents could compromise our information technology or data and expose us to liability, which would cause our

business and reputation to suffer. We rely on various technologies, some of which are managed by third parties, to process, transmit

and store electronic information. In the ordinary course of our business, we collect and store sensitive data, including intellectual

property, our proprietary business information and that of our customers, suppliers and business partners, and personally identifiable

information of our customers and employees, in our information technology. We also collect and store limited, non-sensitive customer

personally identifiable information. The secure processing, maintenance and transmission of this information is critical to our

operations. The current cyber threat environment presents enhanced risk for all companies, including those in our industry. The rapid

evolution and increased availability of artificial intelligence may intensify cybersecurity risks by making targeted attacks more

convincing and cybersecurity incidents more difficult to detect, contain, and mitigate.

Despite our security measures, our information technology, and that of our third-party providers and business partners, is subject to

recurring attempts by threat actors to access information, manipulate data or disrupt operations. Information technology that we, third-

party providers and business partners use may be vulnerable to cyber-attacks or outages by common hackers, criminal groups, nation-

state organizations or social activist organizations (whose efforts may increase as a result of geopolitical events and political and social

unrest or instability around the world) due to insider threat, malfeasance or other disruptions, such as cyber-attacks, power outages,

telecommunication or utility failures, systems failures, service provider failures, natural disasters or other catastrophic events. The

significant increase in remote working and the continued expansion of the integrated supply chain increase the risks of cyber incidents

and the improper dissemination of personal or confidential information. Any such breach could compromise our information

technology and the information stored there could be accessed, publicly disclosed, lost or stolen, potentially resulting in legal claims or

proceedings and regulatory penalties. In addition, any such outage could disrupt or temporarily halt our operations resulting in reduced

productivity, staff downtime, and increased insurance premiums, as well as additional costs for attempting to recover lost information,

equipment or data, and could damage our reputation, which could have a material adverse effect on our business, results of operations,

We may also face challenges and risks during integration of acquired businesses and operations, as we and the acquired businesses and

operations may face increased targeted attempts during this busy period. While we maintain plans and processes to prevent or mitigate

the impact of these events, these events could nonetheless result in disruptions and damage. In addition, as a result of the foregoing,

we could experience adverse publicity, loss of sales, the cost of remedial measures, including substantial legal fees, and significant

expenditures to reimburse third parties for damages, each of which could adversely impact our results of operations. Any insurance we

maintain against the risk of this type of loss may not be sufficient to cover actual losses, may not apply to the circumstances relating to

any particular loss, or may become materially more costly over time. As a result, any or all of the above events could adversely affect

our operations, cash flows and financial condition and the trading price of our ordinary shares.

We may be adversely impacted by work stoppages and other labor relations matters.

There are different labor unions represented across our sites and a majority of our employees are covered by a collective labor

agreement as a result of either local or national negotiations in the countries concerned. Labor disputes or other problems, such as

work stoppages, or failure to successfully renegotiate the terms of any of the collective labor agreements, could lead to a substantial

interruption to our business.

In addition, our business relies on vendors, suppliers and other third parties that have union employees. Any of the matters described

above, including work stoppages or other labor relations matters affecting us or these vendors, suppliers and other third parties, as well

as future developments in relation to our business or otherwise that adversely affect relations between us and our employees, could

adversely affect our results of operations, cash flows and financial condition and the trading price of our ordinary shares.

We operate in a challenging market for talent and may not be able to attract, motivate and/or retain qualified personnel, including

our key personnel.

Our success depends on our ability to attract, motivate and retain employees with the skills necessary to understand and adapt to the

continuously developing needs of our customers. The increasing demand for qualified personnel makes it more difficult for us to

attract, motivate and retain employees with requisite skill sets, particularly employees with specialized technical and trade experience.

Changing demographics and labor work force trends also may result in a loss of knowledge and skills as more tenured and

experienced workers retire. If we are unable to attract, motivate and retain qualified personnel, or if we experience excessive turnover,

including among hourly workers, we may experience declining sales, manufacturing delays or other inefficiencies, increased

recruiting, training and relocation costs and other difficulties, and our results of operations, cash flows and financial condition, and the

trading price of our ordinary shares may be adversely impacted.

The market for both hourly workers and professional workers remained challenging in fiscal 2024, particularly in the U.S. The market

and labor environment for hourly workers is increasingly competitive and facing higher levels of labor unrest than has historically

been experienced. In certain locations where we operate, the demand for labor continues to exceed the supply of labor, resulting in

higher costs. Despite our focused efforts to attract, motivate and retain employees, we continue to focus on the stabilization of attrition

rates within our workforce. We also incurred higher operating costs at certain of our facilities in the form of higher levels of overtime

pay due to shift requirements and staffing challenges.

In addition, many professional workers desire a fully remote work setting. We offer flexible working arrangements in the majority of

instances; however, we may experience higher levels of attrition within our professional workforce if these workers desire more

remote work opportunities than we are able to offer. We may also experience higher levels of attrition if employees do not perceive

the purpose and impact of their work to be rewarding or their work-life balance to be satisfactory.

We also rely on key executive and management personnel to manage our business efficiently and effectively. The loss of these

employees, combined with a challenging market for attracting and retaining employees, could adversely affect our results of

operations, cash flows and financial condition, and the trading price of our ordinary shares may also be adversely impacted. The recent

Combination may exacerbate each of these challenges.

We face challenges associated with sustainability matters, including the impact of climate change and its potential impact on areas

such as our operations and raw material availability, which could have a significant impact on our reputation, business, results of

We have identified multiple ways in which climate change could impact our business operations, including through extreme weather

events. Our physical assets and infrastructure, including our manufacturing operations, are subject to risks from volatile and damaging

weather events. For example, severe weather, such as hurricanes, tornadoes, other extreme storms, wildfires, and floods, have resulted

in and/or could in future periods result in lost production and/or physical damage to our facilities. Unpredictable weather patterns or

extended periods of severe weather may also result in supply chain disruptions and increased material costs. In addition, one of our

key raw materials is virgin wood fiber, the availability of which is dependent on access to and the maintenance of healthy forests,

which could be impacted by adverse weather conditions, including drought, flooding and local restrictions on water usage. Moreover,

the ability to harvest the virgin fiber used in our manufacturing operations may be limited, and prices for this raw material may

fluctuate, during prolonged periods of heavy rain or drought or during tree disease or insect epidemics or other environmental

conditions that may be caused by variations in climate conditions. Other climate-related business risks that we face include risks

related to the transition to a lower-carbon economy, such as increased prices for certain fuels, including natural gas; the introduction of

a carbon tax or government mandates to reduce greenhouse gas emissions; and more stringent and/or complex environmental and

other legal requirements. To the extent that severe weather or other climate-related risks materialize, and we are unprepared for them,

we may incur unexpected costs, which could adversely affect our results of operations, cash flows and financial condition, and the

The paper manufacturing industry in which we operate is energy intensive, and government initiatives, such as the European Union

Green Deal, the European Union’s initiative to reach net zero emissions of greenhouse gases by 2050, could increase government

regulation of greenhouse gas emissions, putting further limits on our paper manufacturing operations. In addition, efforts aimed at

transitioning to a lower carbon economy may result in a transition towards the use of materials that are more suitable for reusable

packaging. As such, demand for paper packaging may decline, while demand for alternative packaging types may increase, which

could adversely affect our results of operations, cash flows and financial condition, and the trading price of our ordinary shares.

Increased focus and activism related to sustainability matters may hinder our access to capital, as investors may reconsider their capital

investment as a result of their assessment of our sustainability practices. Customers, investors, regulators and other stakeholders are

focused on sustainability issues, including those with respect to climate change, circular economy, packaging waste, sustainable

supply chain practices, deforestation, biodiversity, land, energy and water use, diversity, equity, inclusion and belonging and other

human capital matters. This focus may result in more prescriptive reporting requirements with respect to these topics, an increased

expectation that such topics will be voluntarily disclosed by companies such as ours, and increased pressure to make commitments, set

targets and take action to meet them. Concern over climate change or the use and composition of packaging materials may also result

in new or increased legal and regulatory requirements to reduce or mitigate impacts to the environment. These demands, regulatory

requirements, and related perceptions and preferences could cause us to incur additional costs or to make changes to our operations to

comply with such, demands, requirements and customer preferences, and a delay in our response (or the failure to respond effectively)

may lead to material adverse effects on our business, results of operations, financial condition and the trading price of our ordinary

shares. See also“We are subject to a growing number of environmental laws and regulations, and the cost of compliance or the

failure to comply with, and any liabilities under, current and future laws and regulations may negatively affect our business.”Further,

there can be no assurance that environmental activist groups and similar organizations will not mount campaigns against us. On the

other hand, our sustainability efforts may not be favored by certain stakeholders, whose priorities and expectations may not align or

may be opposed to one another and/or those of the Company, and there can be no assurance that our sustainability efforts will be

perceived positively, including the perception that they are not sufficiently robust, or conversely, too costly, or not otherwise in the

best interests of the Company and our shareholders, and, as a result, our investor, customer and other stakeholder relationships could

be damaged or this could lead to public scrutiny or reputational damage, which could adversely impact our reputation, business and