Statement re Completion of Placing

Statement re Completion of Placing

Smurfit Kappa Group PLC

THIS ANNOUNCEMENT AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

Completion of Placing

SKG.I SKG.L

Dublin, London, 2 March 2012: Smurfit Kappa Group plc (“SKG” or the “Group”) were informed that Credit Suisse Securities (Europe) Limited and Davy have completed the placing of 21,600,000 existing ordinary shares (“Shares”) in SKG on behalf of Smurfit Kappa Feeder G.P. Limited (the “Feeder”), an entity controlled by Cinven Limited and CVC Capital Partners by way of an accelerated bookbuild (the “Placing”). The placing price to institutional investors was €7.30 per share.

Following the Placing, the Feeder continues to own in aggregate 18,282,681 shares in SKG, representing 8.2% of the issued share capital of SKG. SKG’s free float increased to approximately 75.1% from 65.4%.

Cinven Limited and CVC Capital Partners, through the Feeder, have consented to a lock-up with respect to their residual holdings in SKG, subject to customary exceptions, commencing on the date hereof and ending upon the termination of SKG's first quarter 2012 close period which will occur immediately following the public announcement of SKG’s first quarter 2012 results and is currently expected to occur on or about 4th May 2012.

This replaces the previous announcement.

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FTI Consulting Tel: [phone] E-mail: [e-mail]	Â

This announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of SKG to any person in any jurisdiction and is not for release, distribution or publication, in whole or in part, directly or indirectly in Australia, Canada, Japan, South Africa or the United States or in any jurisdiction where it would be unlawful to do so. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

This announcement is not an offer to sell or a solicitation of an offer to buy the Shares in the United States. The Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") and may not be offered, sold or transferred, directly or indirectly, within in the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction which is not subject to, the registration requirements of the Securities Act. No public offering of the Shares is being made in the United States.

This announcement is directed only at (A) persons in members states of the European Economic Area who are qualified investors as defined in Article 2(1)(e) of the EU Prospectus Directive (which means the Directive 2003/71/EC and includes any relevant implementing directive measure in any member state); and (B) in the United Kingdom qualified investors who are persons who (i) persons who have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the " Order"); or (ii) who are persons falling within Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom it may be lawfully communicated (all such persons together being referred to as "relevant persons"). This document must not be acted on or relied upon by persons who are not relevant persons. Any investment or investment activity to which this document relates is available to relevant persons, and will be engaged only with such persons. The Placing is being made by means of an offer to institutional investors. The Placing and the distribution of this announcement and other information in connection with the Placing in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Credit Suisse Securities (Europe) Limited and Davy are acting for the Feeder only in connection with the Placing, and no one else, and will not be responsible to anyone other than the Feeder for providing the protections offered to clients of Credit Suisse Securities (Europe) Limited and Davy nor for providing advice in relation to the Placing.

About Smurfit Kappa Group

Smurfit Kappa Group is a world leader in paper-based packaging with operations in Europe and Latin America. Smurfit Kappa Group operates in 21 countries in Europe and is the European leader in containerboard, solidboard, corrugated and solidboard packaging and has a key position in several other packaging and paper segments. Smurfit Kappa Group also has a growing base in Eastern Europe and operates in 9 countries in Latin America where it is the only pan-regional operator.