Director/PDMR Shareholding

Director/PDMR Shareholding

Smurfit Kappa Group PLC

Notification of Transactions of (1) Persons Discharging Managerial Responsibility and (2) Persons closely associated with Persons Discharging Managerial Responsibility

This form is intended for use by an issuer making a notification required by Rules 7.2 and 7.3 of the Central Bank of Ireland’s Market Abuse Rules in relation to a person falling within either of the above categories of individual. These categories are defined in Regulation 12 (8) of the Market Abuse (Directive 2003/6/EC) Regulations 2005 and are detailed as part of this form.

All relevant boxes should be completed in block capital letters.

1	Â	Name of the Issuer   Smurfit Kappa Group plc	Â	2	Â	Name of person discharging managerial responsibilities   Gary McGann
3		State whether notification relates to a person closely associated with a person discharging managerial responsibilities named in 2 and identify the connected person   N/A		4		Indicate whether the notification is in respect of a holding of the person referred to in 2 or 3 above or in respect of a non-beneficial interest   Notification is in respect of Mr McGann
5		Description of shares or derivatives or other financial instruments linked to them   Ordinary shares		6		Name of registered shareholder(s) and, if more than one, number of shares or derivatives or other financial instruments linked to them, held by each shareholder   Gary McGann
7		State the nature of the transaction   Vesting of Awards under SKG 2011 Deferred Annual Bonus Plan; Conversion of shares under SKG 2007 Share Incentive Plan; Sale of vested & converted shares		8		Number of shares, derivatives or other financial instruments linked to them acquired   219,340
9		Number of shares, derivatives or other financial instruments linked to them disposed of   219,340		10		Price per share or derivative or other financial instrument linked to them or value of transaction   Acquisition price:- 94,652: Nil cost 96,200: €4.362 28,488: €6.499   Sale price:- 219,340: €26.43
11		Date and place of transaction   8 September 2015; Dublin		12		Date issuer informed of transaction   8 September 2015
13		Any additional information   N/A		14		Name of contact and telephone number for queries   Michael O’Riordan [phone]
Â		Person authorised on behalf of the issuer responsible for making the notification   Jim Fitzharris ______________________________________________   Date of notification 8 September 2015______________________________

Information required under Irish Stock Exchange Listing Rule 6.10

The following additional information is required to be disclosed under ISE Listing Rule 6.10 in respect of interests in securities of a director or secretary or their connected persons. An issuer is not being required to submit the information below to the Central Bank in respect of any PDMR who is also a director/secretary/connected persons.

15	Â	Name of director or secretary (if not required to be stated in box 2)   As stated above	Â	16	Â	State whether the notification relates to a single transaction being notified in accordance with the Market Abuse Rules and ISE LR 6.10   Yes
17		Description of class of share     Ordinary		18		Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage)   0.09%
19		Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)   0.09%		20		Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)   426,810 0.18%

If a person whose interests are required to be disclosed under ISE Listing Rule 6.10 has been granted options by the issuer, please complete the following boxes:

21	Â	Date of grant   N/A	Â	22	Â	Period during which or date on which it can be exercised   N/A
23		Total amount paid (if any) for grant of the option   N/A		24		Description of shares involved (class and number)   N/A
25		Exercise price (if fixed at time of grant) or indication that the price is to be fixed at the time of exercise   N/A		26		Total number of shares over which options are held following notification   N/A
Name and signature of duly designated officer of issuer responsible for making notification   Jim Fitzharris ______________________________________________   Date of notification 8 September 2015_____________________________

The duly designated officer of the issuer responsible for making this notification acknowledges and confirms that he/she is aware that the information as has been provided in response to the questions 15 to 26 above is not information which has been required by or which has been requested by the Central Bank, and is information which is required to be provided to the Irish Stock Exchange only.

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