Director/PDMR Shareholding

Director/PDMR Shareholding

Smurfit Kappa Group PLC

SCHEDULE 11

Notification of Transactions of Directors/Persons Discharging Managerial Responsibility and Connected Persons

All relevant boxes should be completed in block capital letters

1	Â	Name of the Issuer   Smurfit Kappa Group plc	Â	2	Â	State whether the notification relates to: (i) a transaction notified in accordance with Market Abuse Rules; (ii) a disclosure made in accordance with section 53 (as extended by section 64 of the Companies Act 1990) or entered into the issuer’s register in accordance with section 59 of the Companies Act 1990; or (iii) both (i) and (ii).   (iii)
3		Name of person discharging managerial responsibilities/director   Gary McGann		4		State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person.   Relates to person named in 3
5		Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a non-beneficial interest   Notification in respect of Mr. McGann		6		Description of shares (including class) debentures or derivatives or financial instruments relating to shares   Ordinary shares
7		Name or registered shareholder(s) and, if more than one, member of shares held by each of them   N/A		8		State the nature of the transaction   Purchase and sale of Ordinary Shares
9		Number of shares, debentures or financial instruments relating to shares acquired   633,484		10		Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage)   0.29%
11		Number of shares, debentures or financial instruments relating to shares disposed   698,484		12		Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)   0.32%
13		Price per share or value of transaction   Purchase price: 352,820 @ €4.28 280,664 @ €5.69   Sale price: 698,484 at €7.00		14		Date and place of transaction   25 November 2010; Dublin
15		Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)   325,792 Ordinary Shares 0.15%		16		Date issuer informed of transaction   25 November 2010

If a person discharging managerial responsibilities has been granted options by the issuer, complete the following boxes:

17	Â	Date of grant   N/A	Â	18	Â	Period during which or date on which it can be exercised   N/A
19		Total amount paid (if any) for grant of the option   N/A		20		Description of shares or debentures involved (class and number)   N/A
21		Exercise price (if fixed at time of grant) or indication that the price is to be fixed at the time of exercise   N/A		22		Total number of shares or debentures over which options are held following notification   N/A
23		Any additional information   Conversion of D Convertible shares into Ordinary shares then sold in the market plus sale of part of existing holding of ordinary shares.		24		Name of contact and telephone number for queries   Michael O’Riordan [phone]

Name and signature of authorised officer of issuer responsible for making notification   Jim Fitzharris   Date of notification: 25 November 2010

Notes: This form is intended for use by an issuer to make a RIS notification required by the Market Abuse Rules and section 53 (as extended by section 64 of the Companies Act 1990) or entered into the issuer’s register in accordance with section 59 of the Companies Act 1990.

(1) An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24.

(2) An issuer making a notification in respect of a derivative relating to the shares of the issuer should complete boxes 1 to 4, 6, 8,13, 14,16,23 and 24.

(3) An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24

(4) An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete the boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.