Publication Date: Monday, 6 February 2012
Notice Code: 2601
Pre-emption Offers to Shareholders
DS SMITH PLC
(Registered in England and Wales No. 1377658)
PROPOSED 9 FOR 8 RIGHTS ISSUE OF 490,751,669 NEW ORDINARY SHARES OF 10 PENCE EACH AT 95 PENCE PER NEW ORDINARY SHARE
Notice is hereby given, pursuant to section 562(3) of the Companies Act 2006, to each person on the register at the close
of business on 1 February 2012 (the Rights Issue Record Date) as a holder of ordinary shares of 10 pence each (Ordinary Shares) in DS Smith Plc (the Company) who has no registered address
in an EEA State and who has not supplied an address in an EEA State to the Company for the service of notices on them (Relevant Shareholders, and each a Relevant Shareholder) that the following documents, being copies of the documents issued or to be issued to the holders of Ordinary Shares in
connection with and constituting the offer by way of rights (Rights Issue) of 490,751,669 new Ordinary Shares (the New Ordinary Shares) at 95 pence per New Ordinary Share payable in cash on the basis of 9 New Ordinary Shares for every 8 existing Ordinary Shares
held at the close of business on the Rights Issue Record Date, may be inspected or (subject as provided below) obtained on
personal application by or on behalf of a Relevant Shareholder at Equiniti Limited, Aspect House, Spencer Road, Lancing, West
Sussex BN99 6DA during usual business hours on any weekday (Saturdays, Sundays and UK public holidays excepted) from the date
hereof until 11.00 a.m. on 21 February 2012:
(a) the combined prospectus and circular to Shareholders dated 17 January 2012 as supplemented on 26 January 2012, published in
connection with the Rights Issue and the Company’s proposed acquisition of the packaging division of Svenska Cellulosa Aktiebolaget
SCA (publ) excluding the kraftliner assets and addressed to holders of the Ordinary Shares (Prospectus); and
(b) whether or not a Relevant Shareholder holds Ordinary Shares in certificated form, a provisional allotment letter (Provisional Allotment Letter) in respect of New Ordinary Shares provisionally allotted to such Relevant Shareholder pursuant to the Rights Issue, provided
that a Provisional Allotment Letter may only be obtained on production of evidence of entitlement and provided that, in the
case of Relevant Shareholders to whom an original Provisional Allotment Letter was despatched by post on 3 February 2012,
a Provisional Allotment Letter may only be obtained on surrender of such original to Equiniti Limited at the address referred
to above. If the original is not so surrendered such Relevant Shareholder may only inspect a pro forma copy thereof.
The Rights Issue is conditional upon the matters set out in the Prospectus (so far as not already satisfied or waived).
Relevant Shareholders’ attention is drawn to paragraph 7 of Part IV (Terms and Conditions of the Rights Issue) of the Prospectus
relating to overseas shareholders and their ability to accept New Ordinary Shares pursuant to the Rights Issue.
By Order of the Board
Matthew Jowett, Company Secretary
Registered Office:
Beech House,
Whitebrook Park,
68 Lower Cookham Road,
Maidenhead,
Berkshire SL6 8XY
6 February 2012.
(1525468)
