Smurfit Westrock plc

Both legacy Smurfit Kappa and WestRock established and publicly disclosed sustainability targets which are important to many

stakeholders, including certain investors and customers. Similarly, Smurfit Westrock may develop and publish new consolidated

group targets. We expect to report performance relative to any such targets on an annual basis. Failure to meet any such targets could

result in negative publicity and reputational damage and could have a material adverse effect on our business, reputation, results of

operations, financial condition and the trading price of our ordinary shares. If any such targets or commitments are not achieved on

their projected timelines or at all, or if they are perceived negatively, including the perception that they are not sufficiently robust or,

conversely, are too costly, this would impact our reputation as well as our relationships with investors, customers and other

stakeholders. Moreover, any failure to act responsibly with respect to sustainability issues or to effectively respond to new, or changes

in, legal or regulatory requirements concerning environmental or other sustainability matters, or increased operating or manufacturing

costs due to increased regulation could have a material adverse effect on our business, reputation, operating results, financial condition

and the trading price of our ordinary shares. In addition, we may also be adversely impacted as a result of conduct by contractors,

customers or suppliers that fail to meet our or our stakeholders’ sustainability standards.

Any of these risks could adversely affect our results of operations, cash flows and financial condition and the trading price of our

ordinary shares.

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

infrastructure, could adversely affect our business.

Smurfit Kappa and WestRock have throughout the years undertaken various projects relating to information technology infrastructure.

As part of integration initiatives, the Company is reviewing and evaluating its various business systems and the system strategies and

alternatives for Smurfit Westrock. The implementation of changes in business systems could represent a significant financial

undertaking and may require substantial time and attention of management and key employees. We may not be able to successfully

implement these initiatives without delays or may experience unanticipated business disruptions and/or we may not achieve the

desired benefits from such changes. Project completion dates may also change. Any of these items, along with any failure to

effectively manage data governance risks during implementation of these initiatives, could adversely affect our results of operations,

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

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

materially and adversely affected.

We have completed a number of mergers, acquisitions, investments and divestitures in the past, including the recent Combination, and

we may seek to acquire, invest in, sell or enter into transactions with additional companies in the future. See also the risks discussed

under “Risks Related to the Combination” described below.

We may not be able to identify suitable targets or purchasers or successfully complete suitable transactions in the future, and future

completed transactions may not be successful.

These transactions create risks, including, but not limited to, risks associated with:

•disrupting our ongoing business, including greater than expected costs and management time and effort involved in

identifying and completing the transactions and integrating acquisitions;

•integrating acquired businesses and personnel into our business, including integrating personnel, information technology

systems and operations across different cultures and languages, and addressing the operational risks associated with these

integration activities as well as the economic, political and regulatory risks associated with specific countries;

•working with partners or other ownership structures with shared decision-making authority;

•obtaining and verifying relevant information regarding a business prior to the consummation of the transaction, including the

identification and assessment of liabilities, claims or other circumstances that could result in litigation or regulatory risk

exposure;

•obtaining required regulatory approvals and/or financing on favorable terms;

•retaining key employees, contractual relationships or customers;

•the potential impairment of assets and goodwill;

•the additional operating losses and expenses of businesses we acquire or in which we invest;

•incurring substantial indebtedness to finance an acquisition or investment;

•incurring unexpected costs or liabilities in the context of a disposal; and

•implementing controls, procedures and policies in acquired companies.

These transactions may not be successful and may adversely affect our results of operations, cash flows and financial condition and

the trading price of our ordinary shares. Among the benefits we expect from potential, as well as completed, acquisitions and joint

ventures are synergies, cost savings, growth opportunities or access to new markets (or a combination thereof), and in the case of

divestitures, the realization of proceeds from the sale of businesses and assets to purchasers that place higher strategic value on these

businesses and assets than we do. For acquisitions, our success in realizing these benefits and the timing of realizing them depend on

the successful integration of the acquired businesses and operations with our business and operations. Even if we integrate these

businesses and operations successfully, we may not realize the full benefits we expected within the anticipated time frame, or at all,

and the benefits may be offset by unanticipated costs or delays.

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 are targeting annual pre-tax run-rate synergies of $400 million by the end of the first full year following the recently completed

Combination between Smurfit Kappa and WestRock, owing to integration benefits, procurement leverage and administrative and

overhead rationalization. In addition, we expect to achieve the anticipated benefits and run-rate synergies without adversely affecting

current revenues and investments in future growth. Furthermore, as we implement commercial practices and improve our operating

efficiency through the Combination, we expect to deliver further improvements in our results. However, if we are not able to

successfully combine the businesses of Smurfit Kappa and WestRock in an efficient and effective manner, the anticipated benefits,

and run-rate synergies of the Combination may not be realized fully or at all, may take longer to realize or the costs of achieving the

benefits and run-rate synergies may be more than expected. Any such risks may result in our operating costs being greater than

anticipated and may reduce the net benefits of the Combination. In addition, there may be some negative impacts on our business as a

result of the Combination, which could adversely affect our results of operations, cash flows and financial condition and the trading

price of our ordinary shares.

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

Historically, Smurfit Kappa and WestRock operated as independent companies. There can be no assurance that the two businesses will

continue to be integrated successfully. It is possible that the integration process could result in the loss of key Smurfit Kappa or

WestRock employees, the loss of customers, the disruption of either or both companies’ ongoing businesses, unexpected integration

issues, higher than expected integration costs or an overall integration process that takes longer than originally anticipated.

Specifically, the following issues, among others, must be addressed in integrating the operations of Smurfit Kappa and WestRock in

order to realize the anticipated benefits of the Combination:

•combining the businesses of Smurfit Kappa and WestRock and meeting our capital requirements in a manner that permits us

to achieve the run-rate synergies expected to result from the Combination, the failure of which would result in the anticipated

benefits of the Combination not being realized in the time frame currently anticipated or at all;

•combining the companies’ operations and corporate functions;

•integrating and unifying the offerings and services available to customers;

•identifying and eliminating redundant and underperforming functions and assets;

•reaching the potential from cross-selling corrugated and consumer-packaging products;

•harmonizing the companies’ operating practices, employee development and compensation programs, internal controls and

other policies, procedures and processes;

•maintaining existing agreements with customers and suppliers and avoiding delays in entering into new agreements with

prospective customers and suppliers;

•addressing possible differences in business backgrounds, corporate cultures and management philosophies;

•consolidating the companies’ administrative and information technology infrastructures;

•coordinating distribution and marketing efforts;

•managing the movement of certain positions to different locations;

•coordinating geographically dispersed organizations; and

•effecting actions that may be required in connection with obtaining regulatory approvals.

In addition, at times the attention of certain members of our management teams and their resources will be focused on the integration

of the businesses of the two companies and diverted from day-to-day business operations, which may disrupt our business, and

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

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

which will place significant demands on our management team, financial controls and reporting systems, and will require a

substantial amount of management time. This may materially adversely affect our operating results.

There are a large number of processes, policies, procedures, operations, technologies and systems that must be integrated in

connection with the Combination and significant demands will be placed on our managerial, operational and financial personnel and

systems. Our future operating results may be affected by the ability of our officers and key employees to manage changing business

conditions and to implement, expand and revise our operational and financial controls and reporting systems in response to the

Combination. For example, while WestRock prepared its financial statements in accordance with GAAP, Smurfit Kappa has

historically prepared its financial statements in accordance with IFRS EU. The revisions required to consolidate the financial reporting

system of the combined company and to switch the reporting system from IFRS EU to GAAP has placed demands on our financial

controls and reporting systems and may continue to place such demands in the future.

Furthermore, we are required to comply with securities laws and other laws and regulations applicable in the U.S., the U.K. and

Ireland. It is expected that the applicable rules and regulations will result in considerable legal and financial compliance costs, and the

cost of compliance or the failure to comply with such laws and regulations could adversely affect our results of operations, cash flows

and financial condition and the trading price of our ordinary shares.

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.

In addition to complying with securities laws and other laws and regulations applicable in the U.S., the U.K. and Ireland, we are

required to comply with the application of the Sarbanes-Oxley Act, as well as revise our internal control systems pursuant to U.S.

regulations, all of which is expected to result in considerable legal and financial compliance costs. Our management is responsible for

establishing, maintaining and reporting on the Company’s internal controls over financial reporting and disclosure controls and

procedures to comply with applicable requirements, including the reporting requirements of the Sarbanes-Oxley Act. These internal

controls must be designed by management to achieve the objective of providing reasonable assurance regarding the reliability of

financial reporting and the preparation of financial statements for external purposes and in accordance with GAAP. We will continue

to develop and refine our disclosure controls and procedures and internal control over financial reporting. However, we have not yet

assessed our internal controls over financial reporting for the purposes of complying with Section 404 of the Sarbanes-Oxley Act and

will only be required to do so beginning with the year ending December 31, 2025. Material weaknesses in our internal control over

financial reporting may be discovered in the future. If we are not able to comply with the requirements of Section 404 in a timely

manner, or if we or our accounting firm further identifies deficiencies in our internal control over financial reporting that are deemed

to be material weaknesses, the market price of our ordinary shares could decline and we could be subject to lawsuits, sanctions or

investigations by regulatory authorities, which would require additional financial and management resources. See also “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.”

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.

As more fully disclosed in Item 9A, “Controls and Procedures,” under the supervision and with the participation of our management,

including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design

and operation of our disclosure controls and procedures and internal control over financial reporting. Based on that evaluation, we

have concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report, due to

a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of

deficiencies, in our internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of

the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

This material weakness relates to the Company’s selection and development of control activities intended to mitigate the risks to

achieving its objectives and involves processes and controls principally at legacy Smurfit Kappa that were not previously subject to

Section 404 of the Sarbanes-Oxley Act. This material weakness resulted in: (i) a lack of formalization of an existing control process

for documenting evidence of management review and performance of control procedures, including the level of precision in the

execution of controls and procedures to ascertain completeness and accuracy of information produced by the Company, (ii) existing

controls related to the preparation and review of manual journal entries not designed to adequately mitigate the associated risks, and

(iii) the need to augment general IT controls, specifically as they pertain to (a) logical access controls to ensure appropriate

segregation of duties and that adequately restrict access to financial applications, programs, and data to appropriate Company

personnel and (b) program change management controls to ensure that information technology program and data changes affecting

financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately. While

these deficiencies did not result in a material misstatement of our financial statements, there is a reasonable possibility that these

deficiencies could have resulted in a material misstatement of our annual or interim financial statements that would not be prevented

or detected on a timely basis.

We have begun the process of designing and implementing remediation measures in respect of this material weakness and to improve

our internal control over financial reporting. However, we can give no assurance that the measures we take will remediate the material

weakness or that additional material weaknesses will not arise in the future. Any failure to remediate the material weakness, or the

development of new material weaknesses in our internal control over financial reporting, could result in material misstatements in our

financial statements and cause us to fail to meet our reporting and financial obligations or fail to prevent fraud, which may cause

investors to lose confidence in our reported financial information and subject us to potential delisting from the New York Stock

Exchange (“NYSE”) and/or the London Stock Exchange (“LSE”), regulatory investigations and civil or criminal sanctions, any or all

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

shares.

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

Changes in existing accounting rules or practices, new accounting pronouncements or rules or varying interpretations of current

accounting pronouncements could have a material adverse effect on our business, results of operations, financial conditions and the

trading price of our ordinary shares, or the manner in which we conduct our business. Further, such changes could potentially affect

our reporting of transactions completed before such changes are effective.

GAAP is subject to interpretation by the Financial Accounting Standards Board, the SEC and various bodies formed to promulgate

and interpret appropriate accounting principles. A change in these principles or interpretations could have a material adverse effect on

our business, results of operations, financial conditions and the trading price of our ordinary shares, and could affect the reporting of

transactions completed before the announcement of a change.

Financial Risks

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

The future growth of our business depends on our ability to retain existing customers, attract new customers as well as getting existing

customers and new customers to increase their volume commitments. There is no assurance that customers will continue to use our

services or that we will be able to continue to attract new volumes at the same rate as we have in the past.

A customer’s use of our services may decrease for a variety of reasons, including a decrease in the customer’s own sales and volumes,

the customer’s level of satisfaction with our products and services, the expansion of business to offer new products and services, the

effectiveness of our support services, the pricing of our products and services, the pricing, range and quality of competing products or

services, the effects of global economic conditions, regulatory limitations, trust, perception and interest in the paper and packaging

industry and in our products and services. Furthermore, the complexity and costs associated with switching to a competitor may not be

significant enough to prevent a customer from switching packaging providers.

Any failure by us to retain existing customers, attract new customers, and increase revenue from both new and existing customers

shares. These efforts may require substantial financial expenditures, commitments of resources, developments of processes, and other

investments and innovations.

A number of the industries in which our customers operate have experienced consolidation in the past and may continue to do so in the

future. Such consolidation may affect our relations with our customers. In the past, when one of our customers has combined with

another, we have on occasion lost business and there can be no assurance that this will not occur again in the future. Additionally, the

ability of customers to exert pricing pressure on all suppliers, including us, has increased as their industries have consolidated and the

customers have become larger. However, our level of customer concentration may increase in the future. Such consolidation could

have a material adverse impact on our business, results of operations, financial condition and the trading price of our ordinary shares.

Our debt could adversely affect our financial health.

As of December 31, 2024, our total debt was$13.6 billion. Our levels of debt could restrict our operations and make it more difficult

for us to satisfy our debt obligations, the implications of which could include but are not limited to:

•requiring us to dedicate a large portion of our cash flow from operations to service debt and fund repayments on our debt,

thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate

purposes;

•increasing our vulnerability to general adverse economic, industry or competitive conditions;

•limiting our flexibility in planning for, or reacting to, changes in our business or the industry in which we operate;

•limiting our ability to raise additional debt or equity capital in the future;

•restricting us from making strategic acquisitions or exploiting business opportunities; and

•placing us at a competitive disadvantage compared to our competitors that have less debt.

Any of these outcomes may adversely affect our results of operations, cash flows and financial condition and the trading price of our

ordinary shares. To the extent that we incur additional debt or such other obligations, the risk associated with our debt described above

may increase.

In addition, a portion of our debt bears interest at variable rates that are linked to changing market interest rates. Our exposure to rising

interest rates subjects us to increased debt service obligations, both with respect to existing floating rate indebtedness and the

incurrence of additional fixed or floating indebtedness during periods where such rates are in effect. Although we may hedge a portion

of our exposure to variable interest rates by entering into interest rate swaps from time to time, we cannot provide assurances that we

will do so in the future. An increase in market interest rates would increase our interest expense on our variable rate debt obligations,

which may exacerbate the risks associated with our capital structure and adversely affect our results of operations, cash flows and

financial condition and the trading price of our ordinary shares. Restrictions imposed by certain of our existing and future indentures

and credit facilities limit or may limit our ability to take certain actions.

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, which could have a material adverse impact on our business, results of operations,

We rely on access to the credit and capital markets to finance our operations and refinance existing indebtedness. Any limitations on

our access to the credit and capital markets on satisfactory terms, or at all, could limit our liquidity, financial flexibility or cash flows

and affect our ability to execute our strategic plans, which could have a material adverse effect on our business, results of operations,

Our access to the credit and capital markets is subject to a number of variables, including our results of operations, margins and

activity levels, the conditions of the global credit and capital markets, market perceptions of our creditworthiness and the ability and

willingness of lenders and investors to provide capital. In recent years, global financial markets have experienced disruptions and

general economic conditions have been volatile. During periods of financial market volatility, our access to the credit and capital

markets could be impaired, which could adversely affect our results of operations, cash flows and financial condition and the trading

price of our ordinary shares.

In addition, the costs and availability of financing from the credit and capital markets depends on our credit ratings. Any rating,

outlook or watch assigned to such debt securities could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s

judgement, current or future circumstances change relating to the basis of the rating, outlook or watch, such as adverse changes to the

Company’s business. Any failure to maintain investment grade credit ratings could adversely affect our future cost of funding,

liquidity or access to capital markets, which could adversely affect our results of operations, cash flows and financial condition and the

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

operating results.

As of December 31, 2024, we had goodwill and other intangible assets of$7.9 billion. In accordance with GAAP, we do not amortize

goodwill but rather test it annually and as otherwise required for impairment and any such impairments cannot be reversed. Similarly,

we review our other intangible assets for impairment when circumstances indicate that the carrying value may not be recoverable. The

impairment analysis requires us to analyze a number of factors and make estimates that require significant judgment. In the event that

general trading conditions and prospects deteriorate or factors underlying assumed discount rates, such as assumed long-term interest

rates, change, the determined recoverable amount of certain other intangible assets and goodwill may fall below carrying value. We

have recorded impairments in previous years. Additional impairments may occur in the future, which could adversely affect our results

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

We have a number of pension arrangements that are currently in deficit and may require increased funding due to statutory

requirements, and we may also incur additional liability and/or increased funding requirements in connection with our multi-

employer pension funds.

We operate a number of pension and other long-term benefit plans throughout the world, devised in accordance with local conditions

and practice. Currently, a significant but declining proportion of our employees are members of defined benefit pension arrangements,

most of which are now closed to new entrants and future benefit accrual. The deficit of these employee benefit plans was$129 million

as of December 31, 2024.

An increase in the value of the liabilities or decrease in the value of pension plan assets may negatively affect our balance sheet and

distributable reserves, any of which could have a material adverse effect on our business, results of operations, financial condition and

the trading price of our ordinary shares. The liabilities will mainly be affected by increases in life expectancy and by changes in long-

term yields, which are used to discount the liabilities to present value. The assets will be affected by increases in long-term yields,

which will reduce the value of bond investments, and by movements in equity markets. These factors create a considerable degree of

volatility in the measurement of any pension scheme’s deficit or surplus.

There is a risk that equity and bond markets will deteriorate if the global economic climate worsens, which could negatively affect the

funded status of our post-employment defined benefit arrangements. In addition, volatility in our net balance sheet liabilities resulting

from the relative change in the value of assets and liabilities may be further enhanced by investment strategies resulting in exposure to

various classes of assets.

Existing and potential changes in statutory minimum requirements may also affect the amount and timing of funding to be paid by us.

Most funding requirements consider yields on assets such as government bonds or interbank interest rate swap curves, depending on

the basis. Although recent statutory easements in the pace of funding on these bases and increases in bond/swap yields have provided

some contribution relief to us, we may nonetheless have to pay additional contributions to meet potentially onerous statutory minimum

funding requirements in the future, which could have a material adverse effect on our business, results of operations, financial

condition and the trading price of our ordinary shares.

We submitted formal notification to withdraw from Multi-Employer Pension Plans (“MEPPs”) in the past and have recorded

withdrawal liabilities. We may withdraw from other MEPPs in the future. We believe that certain of the MEPPs in which we

participate or have participated have material unfunded vested benefits. As of December 31, 2024, we had recorded withdrawal

liabilities of $131 million. The impact of increased contributions, future funding obligations or future withdrawal liabilities may

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

18. Retirement Plans” of the Notes to Consolidated Financial Statements for additional information.

Any dividend payment in respect of our shares is subject to a number of factors, including the distributions of earnings to the

Company by its subsidiaries, the financial condition and results of operations of the Company, as well as the distributable reserves

of the Company and the discretion of the Company’s Board, and there are no guarantees that the Company will pay dividends or

the level of any such dividends.

Any determination to pay dividends to our shareholders will be at the discretion of the Company’s Board and will be dependent on

then-existing conditions, including, but not limited to, our results of operations, capital investment priorities, the market price of our

shares and access to capital markets, legal requirements, industry practice, the distribution of earnings to the Company by its

subsidiaries, the financial condition, limitations under Irish law and other factors the Company deems relevant. While Smurfit Kappa

and WestRock each has historically paid dividendsand Smurfit Westrock declared and paid dividends since the Combination, there

can be no assurance that our shareholders will receive or be entitled to dividends that are equivalent to the historical dividends of

Smurfit Kappa or WestRock, and there is no assurance as to the timing or level of future dividend payments, if any, because these

depend on, among other considerations, future earnings, capital requirements and financial condition, legal requirements, covenant

compliance, restrictions in our existing and any future debt agreements and other factors that our Board of Directors deems relevant.

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, and non-compliance with such laws and regulations may negatively affect our business.

We are subject to a wide variety of regional, national, provincial, and local laws, regulations and other requirements, including those

relating to the environment, product safety, competition, corruption, sanctions, occupational health and safety, labor and employment,

data privacy, tax and health care. These laws, regulations and other requirements may change or be applied or interpreted in ways that

will require us to modify our equipment and/or operations, subject us to enforcement risk, expose us to reputational harm or require us

to incur additional costs, including substantial compliance costs, which may adversely affect our results of operations, cash flows and

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

We operate in multiple countries, and each of these countries may have bribery and anti-corruption laws and regulations, including the

U.S. Foreign Corrupt Practices Act, the Sapin II Law in France, the Bribery Act in the United Kingdom and the Criminal Justice

(Corruption Offences) Act 2018 in Ireland, some of which are potentially extra-territorial in scope. Our internal control policies and

procedures, or those of our vendors, may not adequately protect us from reckless or criminal acts committed or alleged to have been

committed by our employees, agents or vendors. Any such non-compliance with bribery and anti-corruption legislation could lead to

civil or criminal, monetary and non-monetary penalties and/or could damage reputations.

In addition, the tax laws of Ireland and other jurisdictions in which we operate could change in the future. There may be an enactment

of additional, or the revision of existing, state, federal and/or non-U.S. laws, and/or a development of case law, regulations and policy

changes in the jurisdictions in which we operate. Any such changes could cause a material change in our effective tax rate.

Moreover, we are subject to regulation by trade sanctions and related legislation, which have become an increasingly prevalent

instrument of foreign policy in recent years. Sanctions lists are generated by a wide variety of government agencies in countries where

we do business, and the individuals, entities and products on these lists are being modified with increasing frequency in recent years.

Due to our scale and footprint, we must monitor existing sanctions closely and exercise caution to avoid trading with any sanctioned

country, individual or organization. The penalties for non-compliance with sanctions regimes are severe; offenses for breach of

sanctions regimes can be both civil and criminal in nature. We could therefore be adversely affected by sanctions if we fail to closely

monitor compliance with sanctions regimes, which could adversely affect our results of operations, cash flows and financial condition

and the trading price of our ordinary shares.

In addition, future compliance with existing and new laws and requirements has the potential to disrupt our business operations and

may require significant expenditures, and our existing reserves for specific matters may not be adequate to cover future costs. In

particular, our manufacturing operations consume significant amounts of energy, and we may in the future incur additional or

increased capital, operating and other expenditures from changes due to new or increased climate-related and other environmental

requirements. We could also incur substantial liabilities, including fines or sanctions, enforcement actions, natural resource damages

claims, cleanup and closure costs, and third-party claims for property damage and personal injury under environmental and other laws.

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.

Environmental compliance requirements are a significant factor affecting our business. Our manufacturing processes involve the use

of natural resources, such as virgin wood fiber and fresh water, discharges to water, air emissions and waste handling and disposal

activities. These processes are subject to numerous regional, national and local environmental laws and regulations, as well as the

requirements of environmental permits and similar authorizations issued by various government authorities. Complex and lengthy

processes may be required to obtain and renew approvals, permits, and licenses for new, existing or modified facilities. Additionally,

the use and handling of various chemicals or hazardous materials require release prevention plans and emergency protocols. We have

incurred, and expect that we will continue to incur, significant capital, operating and other expenditures complying with applicable

environmental laws and regulations. Changes in environmental laws, as well as litigation relating to these laws, could result in more

stringent or additional environmental compliance obligations for the Company that may require additional capital investments or

increase our operating costs.

We are involved in various administrative and other proceedings relating to environmental matters that arise in the normal course of

business, and we may become involved in similar matters in the future. Although the ultimate outcome of these proceedings cannot be

predicted and we cannot at this time estimate any reasonably possible losses based on available information, we do not believe that the

currently expected outcome of any environmental proceedings and claims that are pending or threatened against us will have a

material adverse effect on our results of operations, financial condition or cash flows.

We also may incur significant expenditures in connection with the required remediation of environmental conditions at both currently

owned and formerly owned facilities, as well as in connection with various sites owned or operated by third parties. While we believe

that we can assert claims for indemnification of remediation expenses pursuant to rights we have under certain agreements in respect

of certain remediation sites and we have insurance coverage, subject to applicable deductibles or retentions, policy limits and other

conditions, for certain environmental matters, we may not be successful with respect to any claim regarding these insurance or

indemnification rights and, if we are successful, any amounts paid pursuant to the insurance or indemnification rights may not be

sufficient to cover all our costs and expenses. We also cannot predict whether we will be required to perform remediation projects at

other locations, and it is possible that our remediation requirements and costs could increase materially in the future and exceed

current reserves. In addition, we cannot currently determine the impact that future changes in cleanup standards or regional, national,

local or other environmental laws, regulations or enforcement practices will have on our results of operations, financial condition or

cash flows. Any of these circumstances could adversely affect our results of operations, cash flows and financial condition and the

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.

Changes or proposed changes in U.S. or other countries’ trade policies may result in restrictions and economic disincentives on

international trade. Tariffs, economic sanctions and other changes in U.S. trade policy have in the past and could in the future trigger

retaliatory actions by affected countries, and certain foreign governments have instituted or are considering imposing retaliatory

measures on certain U.S. goods. Further, any emerging protectionist or nationalist trends (whether regulatory- or consumer-driven)

either in the U.S. or in other countries could affect the trade environment. We, like many other multinational corporations, conduct a

significant amount of business that would be impacted by changes to the trade policies of the U.S. and other countries (including

governmental action related to tariffs, international trade agreements, or economic sanctions). Such changes have the potential to

adversely impact the U.S. economy or certain sectors thereof or the economy of another country in which we conduct operations, our

industry and the global demand for our products, and as a result, could have a material adverse effect on our business, financial

condition and results of operations.

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

We are subject to legislation in many of the jurisdictions in which we operate relating to unfair competitive practices and similar

behavior. From time to time, we have been subject to allegations of such practices and regulatory investigations or proceedings with

respect thereto. Such allegations, investigations or proceedings (irrespective of merit) may require us to devote significant

management resources to defending ourselves. In the event that such allegations are proven, we may be subject to fines, damages

awards and other expenses, and our reputation may be harmed, which could have a material adverse effect on our business, results of

See “Note 21. Commitments and Contingencies” of the Notes to Consolidated Financial Statements for additional information.

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

such laws and regulations could adversely affect our business and our financial condition or lead to fines and/or litigation.

We are subject to a number of laws and regulations relating to privacy, security and data protection, including the General Data

Protection Regulation (EU 2016/679) (“GDPR”) and new and evolving privacy laws in the United States, Europe, Latin America, and

elsewhere. These laws and regulations have created new individual privacy rights, imposed increased obligations on companies

handling personal data, and increased potential exposure to fines and penalties as a result of breaches of such privacy, security or data

protection laws. Additionally, new laws or regulations governing privacy, security and data protection may be introduced which apply

to us in any of the jurisdictions in which we operate. The nature and extent of any such new and/or amended laws or regulations, and

the impact they may have on us, cannot be predicted.

We rely on third-party service providers and our own employees and systems to collect and process personal data and to maintain our

databases, and as a result, we are exposed to the risk that such data could be wrongfully appropriated, lost or disclosed, or damaged or

processed in breach of such privacy, security or data protection laws. These events could result in disruptions and damage, or the

misappropriation of sensitive data, and depending on their nature and scope, could lead to the compromise of confidential information,

improper use of our systems and networks, manipulation and destruction of data, defective products, production downtimes,

operational disruptions and exposure to liability. Such disruptions or misappropriations and the resulting repercussions, including

reputational damage and legal claims or proceedings, may have a material adverse effect on our business, results of operations, cash

flows, financial condition and the trading price of our ordinary shares. See also “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.”

While we endeavor to comply with all applicable laws and regulations relating to privacy, security and data protection, it is possible

that such requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflict

with other laws or our practices. That concern is particularly relevant for the GDPR, as different EU member state regulators may

differ as to their interpretation of the GDPR and the approach they may take to breaches, enforcement, complaints or the exercise of

rights to access personal data by individuals. Any perceived or actual failure by us to protect confidential data, personal data, any

material non-compliance with privacy, security or data protection laws or regulations or any general IT system failure may harm our

reputation and credibility, adversely affect our revenues, reduce our ability to attract or retain customers, result in litigation or other

actions being brought against us and the imposition of significant fines and, as a result, could have a material adverse effect on our

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

Failure to comply with applicable occupational health and safety laws and regulations or maintain good health and safety and

employee well-being practices in our facilities may have a material adverse effect on our business.

We are subject to a broad range of regional, national, provincial and local laws and regulations relating to occupational health and

safety, and our safety program includes measures required for compliance. We have incurred, and will continue to incur, operating

costs and capital expenditures to meet our health and safety obligations, as well as to continually improve our safety systems.

In addition, our business involves the use of heavy equipment, machinery and chemicals and requires the performance of activities that

create safety exposures, including the performance of relatively difficult and specialized tasks. Safeguarding the health, safety and

overall wellbeing of our colleagues is a top concern, critical to attracting and retaining the best talent, and plays a pivotal role in

realizing our business and sustainability objectives. We implement our health and safety requirements through a safety management

system that includes best practice sharing and operational learning. We seek to reduce exposures and eliminate serious injuries and

fatalities through engagement, execution of targeted risk reduction measures, and implementation of systems that promote continuous

improvement. Despite such efforts, a serious incident affecting the health and safety of any of our employees could occur and disrupt

our operations. There is also a risk of significant fines and penalties or litigation if a health and safety incident occurs. Furthermore,

disruption of operations caused by a major incident could have a material adverse effect on our customer relationships, business,

results of operations, financial condition and the trading price of our ordinary shares. Additionally, portions of our operations are in

areas with ongoing political or geopolitical uncertainty which could pose security risks to our employees or operations. See also“As a

leading global manufacturing business, we have been, and may be in the future, 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” and

“We are exposed to risks related to our international sales and operations.”

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.

Given trading in our shares on the NYSE and the LSE takes place in different currencies (U.S. dollars on the NYSE and pounds

sterling on the LSE) and at different times (resulting from different time zones, different trading hours and different trading days for

the NYSE and the LSE), the trading prices of our shares on these two exchanges may at times differ due to these and other factors.

Any decrease in the price of our ordinary shares on the NYSE could cause a decrease in the trading price of our ordinary shares on the

LSE and vice versa.

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

As an Irish company, we are governed by the Irish Companies Act. The Irish Companies Act differs in some significant, and possibly

material, respects from laws applicable to U.S. corporations and shareholders under various state corporation laws, including the

provisions relating to interested directors, mergers and acquisitions, takeovers, shareholder lawsuits and indemnification of directors.

Irish law differs from the laws in effect in the U.S., and our shareholders could have more difficulty protecting their interests than

shareholders of a corporation incorporated in a jurisdiction of the U.S. The U.S. currently does not have a treaty with Ireland providing

for the reciprocal recognition and enforcement of judgments in civil and commercial matters. As such, there is some uncertainty as to

whether the courts of Ireland would recognize or enforce judgments of U.S. courts obtained against us or our directors or officers

based on U.S. federal or state civil liability laws, including the civil liability provisions of the U.S. federal or state securities laws, or

hear actions against us or those persons based on those laws.

Under Irish law, the duties of directors and officers of a company are generally owed to the company only. Shareholders of Irish

companies do not generally have rights to take action against directors or officers of the company under Irish law and may only do so

in limited circumstances. Directors of an Irish company must, in exercising their powers and performing their duties, act with due care

and skill, honesty and in good faith with a view to the best interests of the company. Directors have a duty not to put themselves in a

position in which their duties to the company and their personal interests might conflict and also are under a duty to disclose any

personal interest in any contract or arrangement with the company or any of its subsidiaries. If a director or officer of an Irish company

is found to have breached his or her duties to that company, he or she could be held personally liable to the company in respect of that

breach of duty.

In addition, under Irish law, we must have authority from our shareholders to issue any shares, including shares that are part of the

Company’s authorized but unissued share capital. In addition, unless otherwise authorized by its shareholders, when an Irish company

issues shares for cash to new shareholders, it is required first to offer those shares on the same or more favorable terms to existing

shareholders on a pro-rata basis. If we are unable to obtain these authorizations from our shareholders or are otherwise limited by the

terms of our authorizations, our ability to issue shares under our equity compensation plans and, if applicable, to facilitate funding

acquisitions or otherwise raise capital could be adversely affected.

Any attempts to acquire the Company will be subject to the Irish Takeover Rules and subject to the supervisory jurisdiction of the

Irish Takeover Panel and the Board may be limited by the Irish Takeover Rules in its ability to defend an unsolicited takeover

attempt.

The Company is subject to the Irish Takeover Rules, which regulate the conduct of takeovers of, and certain other relevant

transactions affecting, Irish public limited companies listed on certain stock exchanges, including the NYSE and the LSE. The Irish

Takeover Rules are administered by the Irish Takeover Panel, which has supervisory jurisdiction over such transactions. Among other

matters, the Irish Takeover Rules operate to ensure that no offer is frustrated or unfairly prejudiced and, in situations involving

multiple bidders, that there is a level playing field.

The Company is subject to the Irish Takeover Rules, under which we are not permitted to take certain actions that might “frustrate” an

offer for our ordinary shares once we receive an offer, or have reason to believe an offer is or may be imminent, without the approval

of more than 50% of our shareholders entitled to vote at a general meeting of the Company’s shareholders or the consent of the Irish

Takeover Panel. This may limit the ability of the Company’s Board to take defensive actions even if it believes that such defensive

actions would be in the Company’s best interests or the best interests of our shareholders.