Smurfit Westrock : Code of Conduct

SMURFIT WESTROCK - Code of Conduct redline	Draft May 30,
2024

Smurfit Westrock

Code of

Conduct

Table of Contents
1.	CEO Message	2
2.	Our Code	3
3.	Decision Tree	4
4.	Safety	5
5.	Competition/Antitrust	6
6.	Anti-bribery and Anti-corruption	7
7.	Recordkeeping and Transactions	8
8.	Environmental	9
9.	Insider Trading	10
10.	Import/Export	11
11.	Conflicts of Interest	12
12.	Gifts and Entertainment	13
13.	Confidentiality	14
14.	Privacy	14
15.	Company Assets	15
16.	Social Citizenship	16
17.	Diversity	17
18.	Relationships with Local Communities	17
19.	Product Stewardship	17
20.	Political Activities	17
21.	Reporting Concerns	18
22.	Non-retaliation	18
23. Waivers………………………………………………………………………………………………………… 18

Smurfit Westrock | Code of Conduct

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1. CEO Message

As a world leader in manufacturing innovative and sustainable paper-based packaging solutions, our Company employs over 100,000 employees operating in 40 countries. Our people are the cornerstone of our business and the key point of differentiation from our competitors. How we act individually and as a Company speaks to who we are and what others have come to expect from us. Our continued success depends on whether the actions we take and the decisions we make are not only legal, but also ethical. Our Code of Conduct, which has the approval and full support of our Board of Directors, is fundamental in this respect. It provides a guide to the legal and ethical responsibilities we share as members of the Smurfit Westrock organization and points us to the information and the resources we need to exercise sound decision-making on the job.

Integrity is the responsibility of every employee in every location. I rely on you to be familiar with our Code and our Company policies, to apply them every day to the work that you do and to ask questions if you are ever unsure of the proper action to take.

We are a company that values the strength that comes from our employees - employees with diverse backgrounds, experiences and ideas. We are a diverse and inclusive company, where equity and a sense of belonging are an integral part of the Smurfit Westrock culture. I want everyone at Smurfit Westrock to be welcome, heard, valued and safe.

Remember, your commitment to our Code and our Values helps others to know that as a Company that operates around the world, we do so ethically, honestly and with integrity. Thank you for doing your part.

Tony Smurfit

Group CEO and President

Smurfit Westrock

Smurfit Westrock | Code of Conduct

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2. Our Code

Our Code represents our dedication to integrity and to always doing the right thing. It is based on the three basic principles of compliance with the law, of ethical behavior and of commitment to quality and service.

Smurfit Westrock is dedicated to conducting business in accordance with the highest ethical standards. Our Code of Conduct ("Code") is a reflection of these standards and provides each of us with the information needed to strive for excellence in our products, services and relationships.

The Code applies to our Board of Directors, officers and employees worldwide.

Your responsibility, as a Director, officer or employee of the Company or its subsidiaries, is to comply with the Code as well as all applicable laws, regulations and standards.You are expected to be honest, ethical and fair and should endeavor to deal fairly with the Company's stakeholders (such as customers, vendors, suppliers, business partners, service providers and employees). You also have a responsibility to speak up about any conduct that breaches our Code. Breaches of our Code can result in disciplinary action, up to and including termination.

Managers have additional responsibilities to not only monitor and enforce our Code, but to lead by example and with integrity. If you are a manager, remember that the tone, ways of working and behaviors, must always be set from the top. Set a good example, help your employees understand the Code and encourage them to seek help for any questions or concerns they may have.

Working with integrity is the responsibility of every employee at every level of our Company. No one has the authority to breach our Code or to direct others to do so.

We understand that the future success of our Company depends upon understanding the laws and regulations that apply to our business wherever we operate. We set a minimum and absolute standard of compliance with the law, but expect our people to hold themselves to higher ethical standards as appropriate.

Smurfit Westrock | Code of Conduct

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3. Decision Tree

If you are facing a difficult situation and are unclear about the right decision, ask yourself:

• Is it legal?
• Does it comply with our Code of Conduct and our Values?
• Would I feel comfortable if others in the Company knew about it?
• Would I feel comfortable if my actions were made known to the public?

If the answer to all of these questions is "yes" the decision to move forward is probably okay. If the answer to any question is "no" or "I am not sure", stop and ask for help.

Smurfit Westrock | Code of Conduct

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4. Safety

We adhere to proven health, safety and well-being standards and practices in the operation of our facilities to protect the welfare of employees, visitors, contractors and the public. We have policies and systems in place to promote a positive safety culture. We review and improve those policies and systems regularly, based on best practice, day-to-day experience and a recognition of changing standards.

The most basic promise we can make at Smurfit Westrock is to work safely, to look out for one another and to return home to our families and friends safe and healthy, every day. Disclose promptly any injury or unsafe work condition. It is expected that in the course of your work, you will follow all safety policies, use all relevant safety systems and continually seek out ways to improve processes to ensure health and safety.

Acts or threats of violence interfere with our commitment to health and safety and are not tolerated by our Company. Be polite and respectful of others. Report any speech, act or behavior that threatens or harms any employee in a violent or potentially violent manner.

Substance abuse negatively affects job performance, creates safety hazards and puts you, your colleagues and others at risk, so we require a substance-free workplace at all of our facilities. The misuse of medication, alcohol or controlled substances, and the use of illegal drugs in the workplace or in any other way that affects you performing your duties, is prohibited.

. . .

What if you see a potential safety hazard, but it does not appear to be very serious?

Every safety issue should be addressed immediately. If you cannot address and correct the problem yourself, report the hazard promptly to your manager.

You see a senior employee take some shortcuts in performing their job that seem very unsafe. What should you do?

Every employee must take action to stop unsafe behavior. Explain to the senior employee what you observed, and that you are concerned about their safety. If the unsafe behavior does not stop, you must report your concern via Speakup or the Compliance Line.

Smurfit Westrock | Code of Conduct

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5. Competition/Antitrust

It is our policy to comply fully with all aspects of local, national and international competition and antitrust laws wherever we seek to do business. We require a fair and open global marketplace and recognize that our competitive advantage is achieved through delivery of excellent products and services, and never through unethical or illegal business practices.

We rely on you to deal fairly and honestly with our customers and to be accurate in discussions of terms and conditions of sale. Never engage in deceptive or unfair trade practices including manipulation, concealment, abuse of privileged information, misrepresentation of facts, or any other unfair trade practice.

We stay familiar with the competition laws that impact our business conduct. Never enter into discussions or agree with competitors to, for example:

• Set prices or price-related terms for products or services;
• Share marketing or business plans, including:

1. levels of production,

1. inventory levels,

1. production processes,

1. use of raw materials, or

• 1. sources of supply
• Divide up customers, markets or territories or limit the availability of products or services.

Antitrust and competition laws are complex and breaches of these laws are serious. If you ever have any questions or concerns, seek guidance from your local or divisional executives. Be vigilant and report any suspicions of anti-competitive behavior to the Group General Counsel.

. . .

What if you are attending an event such as a trade association meeting and a competitor wants to discuss pricing policies or sales strategies?

Never engage in such discussions regarding competitive matters. Sometimes a very informal conversation or discussion can lead to a violation of antitrust laws. The best action would be to advise your competitor that you will not discuss anything about this subject, then immediately leave the meeting and report the contact.

Smurfit Westrock | Code of Conduct

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6. Anti-bribery and Anti-corruption

Bribery and corruption are forbidden. We comply with all anti-bribery and anti-corruption laws in the countries where we conduct business, not only because it is our legal duty to do so, but also because it supports the commitment we make to conducting business ethically and honestly.

As an employee, you may not:

• Offer, promise or give, either directly or indirectly, a payment, gift, entertainment or other thing of value (a) to obtain or retain business or to secure an improper advantage, or (b) to a government official or representative for the purpose of exerting improper influence;
• Agree to receive, accept, obtain or request, either directly or indirectly, a payment, gift, entertainment or other thing of value in exchange for providing commercial advantage or favor to another person or organization (e.g. granting contracts, offers of employment, etc.);
• Offer a gift, consideration or advantage to someone knowing it will be used to facilitate an offense under any legislation in your country or elsewhere;

Allow someone working on behalf of the Company (including consultants, suppliers and other third parties) to commit any of the acts prohibited above.

Anti-bribery legislation is especially strict when it comes to offering bribes to public officials, and breaches can subject you and the Company to severe penalties. Regardless of local practice or the practices of other companies, make sure you avoid even the appearance of something improper. Ensure that appropriate due diligence is performed on all vendors and partners acting on our behalf with government officials in corruption-prone locations.

This policy does not prohibit the giving of reasonable hospitality for legitimate business purposes, such as building client relationships. All gifts given must be appropriate in form and price. Promotional gifts of a low value may be accepted.

. . .

Every time you visit the office of a government official, they think of additional documents that they need before they will issue a permit. Finally, they say: "Just send your agent to me and we will work this out quickly." What do you do?

Tell the official that you represent the company, that there is no need for an agent and that you are prepared to ensure that we meet any requirements that they might have. It is not uncommon in certain regions for bribes to be arranged and concealed by using agents who provide no legitimate business service.

What if a vendor with whom you have worked for many years offers you a "commission" in exchange for securing a multi-year contract for his company?

Do not accept this offer. Such a "commission" for doing business is another word for a bribe, both of which are forbidden and potentially illegal. You should also advise your manager that such an offer has been made.

Smurfit Westrock | Code of Conduct

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7. Recordkeeping and Transactions

Each of us has an obligation to be accurate and fair in recording and maintaining our accounting books and records. In every transaction, whether you are filing an expense report, preparing a financial report or simply completing your time sheet, be honest. Always follow the law and standard accounting practices. Ensure that keeping, storing or disposing of records and documents complies with local statutory requirements. Be aware of signs of potential fraud, which could include:

• Recording income or expenses in the wrong period
• Backdated documents or contracts
• Charging capital costs as expenses
• Invoices that record a greater quantity than the customer ordered
• Off-the-booksrecords
• Excessive number of adjusting entries
• Pattern of erratic or incomplete reporting
• Employees living beyond their means
• Purchasing policy violations
• Control processes regularly ignored
• Premature or unapproved data destruction
• Payments to shell companies

. . .

What if someone from the management team asks you to falsify a record or do something you know is wrong?

You have a responsibility to be honest and accurate. No one within the Company at any level has the authority to make you do something illegal or unethical. If you feel pressured or are ever asked to do otherwise, report your concerns.

My manager asked me to ship an order earlier than the customer's requested shipment date "so that we will meet our target sales goal for this quarter." Can I ship this order early?

We cannot recognize sales shipped early unless the customer provides written authorization. Without this authorization, you must ship on the customer's requested date.

Smurfit Westrock | Code of Conduct

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8. Environmental

Being a responsible corporate citizen is an integral part of our Company's business strategy. We are committed to protecting the human and natural environment through the efficient use of resources and actions designed to prevent pollution, to promote recycling and the sustainable use of natural resources and to minimize waste.

We expect employees to be respectful of the natural environment wherever they operate, and to ensure their activities are not harmful or detrimental to it. You have a responsibility to comply with all laws, policies, permits and regulations as they relate to environmental legislation and to seek in every aspect of your work to continuously improve our Company's environmental performance and energy and resource efficiency. You also have a responsibility to support suppliers who share our commitment to environmental compliance and sustainability.

. . .

We plan to run a product next week that requires the application of a coating. The coating may affect the chemical characteristics of our wastewater. Your supervisor instructed you to change the regular wastewater sampling schedule to avoid the days when the coating will be used. Should you change the schedule?

No, we cannot alter sampling schedules to avoid the detection of potential environmental problems. Improper manipulation of environmental sampling results may violate government permits and may result in fines or other penalties.

You had planned to conduct an inspection on Friday as required by our plant's permit. You did not get it done because a big customer issue arose that afternoon. Instead, you conducted the inspection on Saturday morning. You got this done less than 24 hours past the permit deadline, so is it OK for you to put down Friday as the date of your inspection?

No. We do not back-date or otherwise provide false information on environmental documents.

Smurfit Westrock | Code of Conduct

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