Acquisition

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE WITHIN THIS ANNOUNCEMENT.

25 July 2017

For immediate release

DS SMITH PLC

RESULTS OF GENERAL MEETING AND U.S. ANTITRUST CLEARANCE

Ds Smith Plc (the Company) is pleased to announce that the resolution proposed at the general meeting of the Company held earlier today (the General Meeting) seeking approval for the acquisition by the Company and its wholly-owned U.S. subsidiary, DS Smith Holdings, Inc. (DS Smith Holdings), of 80 per cent. of the shares of common stock in the capital of Indevco Management Resources, Inc. (IMRI), the holding company for the Interstate Resources, Inc. group, from Merpas Co. S.à r.l. (the Acquisition) and any subsequent acquisition by the Company, DS Smith Holdings or any other subsidiary of the Company of shares of common stock in the capital of IMRI, directly or indirectly, as described in the circular to shareholders dated 7 July 2017 (the Circular), was duly passed by shareholders. Full details of the poll results are set out below.

Results of the poll can also be viewed on the Company's website at www.dssmith.com.

Please note a 'vote withheld' is not a vote under English law and is not counted in the calculation of votes 'for' and 'against' a resolution or the total number of votes cast.

The total number of Ordinary Shares in issue as at close of business on 21 July 2017 was 1,014,618,887. Shareholders are entitled to one vote per Ordinary Share held.

In accordance with Listing Rule 9.6.2, a copy of the resolution passed at the General Meeting will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.

The Company is also pleased to announce that the United States Federal Trade Commission has granted early termination of the waiting period required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act) for the Acquisition.

The early termination of the waiting period under the HSR Act and the passing of the resolution at the General Meeting satisfy two of the conditions to completion of the Acquisition, which remains subject to other customary conditions.

Miles Roberts, Group Chief Executive, commented:

"We are delighted to have received the overwhelming support from our shareholders, as well as US anti-trust clearance. We very much look forward to completing the Acquisition and working with all the employees, customers and suppliers of Interstate Resources."

The person responsible for arranging the release of this announcement on behalf of the Company is Iain Simm, Company Secretary.

For further information, please contact:

DS Smith Plc                                                                                                                        +44 (0)20 7756 1800

Hugo Fisher, Group Communications Director

Rachel Stevens, Investor Relations Director

Bell Pottinger                                                                         

John Sunnucks                                                                                                                        +44 (0)20 3772 2549

Ben Woodford                                                                                                                        +44 (0)20 3772 2566

Citigroup Global Markets Limited (Citi) and J.P. Morgan Securities plc (JPMS) are acting as joint sponsors to the Company in connection with the Acquisition. Citi and J.P. Morgan Limited (JPML) are acting as joint financial advisers to the Company in connection with the Acquisition. Each of JPMS and JPML (together, JPM) conducts its UK investment banking business as J.P. Morgan Cazenove.

Important Notice

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer or invitation to purchase, subscribe for or otherwise acquire or dispose of, or any solicitation to purchase or subscribe for or otherwise acquire or dispose of, any securities in any jurisdiction. Persons needing advice should consult an independent financial adviser. The information contained in this announcement is not for release, publication or distribution to persons in any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

This announcement has been issued by and is the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change without notice.

Citi and JPMS, each of which is authorised by the Prudential Regulation Authority (the PRA) and regulated by the Financial Conduct Authority (the FCA) and the PRA in the United Kingdom, and JPML, which is authorised and regulated in the United Kingdom by the FCA, are acting solely for the Company and no one else in connection with the Acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Citi or JPM, respectively, nor for providing advice in relation to the Acquisition. Neither Citi, JPM nor any of their respective subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Citi or JPM, respectively, in connection with the Acquisition, any statement contained in this announcement or otherwise.

Save for the responsibilities and liabilities, if any, of Citi and/or JPM under the Financial Services and Markets Act 2000, as amended from time to time (FSMA) or the regulatory regime established under FSMA, neither Citi nor JPM assumes any responsibility whatsoever and makes no representations or warranties, express or implied, in relation to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by the Company, or on the Company's behalf, or by Citi and/or JPM, or on its behalf, and nothing contained in this announcement is, or shall be, relied on as a promise or representation in this respect, whether as to the past or the future, in connection with the Company or the Acquisition. Each of Citi and JPM disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this announcement or any such statement.

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.