Certificate of Incorporation/Bylaws - Form 425

On June 13, 2024, following the requisite approval of the Board of Directors of Smurfit WestRock Limited ("Smurfit WestRock" or the "Company"), the Company allotted 24,900 ordinary shares of €1.00 each in the capital of Smurfit WestRock (the "Ordinary Shares") to Matsack Nominees Limited ("Matsack Nominees") in connection with the Company's re-registration as a public limited company for the purpose of satisfying minimum capitalization requirements under Irish law. The Ordinary Shares were issued in reliance on the exemption contained in Section 4(a)(2) of the US Securities Act of 1933, as amended (the "US Securities Act"). Matsack Nominees is a nominee shareholder which is a wholly owned subsidiary of Matsack Trust Limited, a professional services company that is controlled by Matheson LLP, legal advisors to the Company as to Irish law.

The rights related to the Ordinary Shares are summarized in Smurfit WestRock's registration statement on Form S-4, filed with the Securities and Exchange Commission (the "SEC") and declared effective on April 26, 2024 (the "Registration Statement").