Form 144 - Report of proposed sale of securities
November 29 2024 - 12:36PM
Edgar (US Regulatory)
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144: Remarks and Signature
Exhibit 24
Power of Attorney
Know all by these presents, that
the undersigned hereby makes, constitutes and appoints each of Ciara O’Riordan and Nicola Coyle, or any of them acting singly, and
with full power of substitution and re-substitution, the undersigned’s true and lawful attorney-in-fact (each of such persons and
their substitutes being referred to herein as the “Attorney-in-Fact”), with full power to act for the undersigned and in the
undersigned's name, place and stead, in any and all capacities so long as such Attorney-in-Fact is an authorized representative of the
Company (as defined below), to:
| 1. | Prepare, execute, and submit to the Securities and Exchange
Commission (“SEC”) a Form ID, including amendments thereto, and any other documents necessary, advisable or appropriate to
obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the
Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”)
or any rule or regulation of the SEC; |
| 2. | Prepare, execute and submit to the SEC, Smurfit WestRock plc
(the “Company”), and/or any national securities exchange on which the Company’s securities are listed any and all reports
(including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney-in-Fact considers it advisable
to file with the SEC, under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule 144 under
the Securities Act of 1933 (“Rule 144”), with respect to any security of the Company, including Forms 3, 4 and 5, Schedules
13D and 13G, and Forms 144; and |
| 3. | Obtain, as the undersigned’s representative and on the
undersigned’s behalf, information regarding transactions in the Company's equity securities from any third party, including the
Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third
party to release any such information to the Attorney-in-Fact. |
The undersigned acknowledges that:
| a) | This Power of Attorney authorizes, but does not require,
the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification
of such information; |
| b) | Any documents prepared or executed by the Attorney-in-Fact
on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact,
in his or her discretion, deems necessary, advisable or appropriate; |
| c) | Neither the Company nor the Attorney-in-Fact assumes any
liability for the undersigned's responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or Rule
144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement
of profits under Section 16(b) of the Exchange Act; and |
| d) | This Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under Section 13 or Section 16 of the Exchange Act, including, without
limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act. |
The
undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every action necessary,
advisable or appropriate in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could
do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully
do or cause to be done by authority of this Power of Attorney.
This Power of Attorney shall remain
in full force and effect until the undersigned is no longer required to file Forms 4 or 5 or Schedules 13D or 13G or Forms 144 with respect
to the undersigned's holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the Attorney-in-Fact. This Power of Attorney revokes all previous powers of attorney with respect to the subject
matter of this Power of Attorney.
IN
WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of November 29, 2024.
|
/s/ Saverio Mayer |
|
|
Saverio Mayer |
|
Exhibit 24
Power of Attorney
Know all by these presents, that
the undersigned hereby makes, constitutes and appoints each of Ciara O’Riordan and Nicola Coyle, or any of them acting singly, and
with full power of substitution and re-substitution, the undersigned’s true and lawful attorney-in-fact (each of such persons and
their substitutes being referred to herein as the “Attorney-in-Fact”), with full power to act for the undersigned and in the
undersigned's name, place and stead, in any and all capacities so long as such Attorney-in-Fact is an authorized representative of the
Company (as defined below), to:
| 1. | Prepare, execute, and submit to the Securities and Exchange
Commission (“SEC”) a Form ID, including amendments thereto, and any other documents necessary, advisable or appropriate to
obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the
Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”)
or any rule or regulation of the SEC; |
| 2. | Prepare, execute and submit to the SEC, Smurfit WestRock plc
(the “Company”), and/or any national securities exchange on which the Company’s securities are listed any and all reports
(including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney-in-Fact considers it advisable
to file with the SEC, under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule 144 under
the Securities Act of 1933 (“Rule 144”), with respect to any security of the Company, including Forms 3, 4 and 5, Schedules
13D and 13G, and Forms 144; and |
| 3. | Obtain, as the undersigned’s representative and on the
undersigned’s behalf, information regarding transactions in the Company's equity securities from any third party, including the
Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third
party to release any such information to the Attorney-in-Fact. |
The undersigned acknowledges that:
| a) | This Power of Attorney authorizes, but does not require,
the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification
of such information; |
| b) | Any documents prepared or executed by the Attorney-in-Fact
on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact,
in his or her discretion, deems necessary, advisable or appropriate; |
| c) | Neither the Company nor the Attorney-in-Fact assumes any
liability for the undersigned's responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or Rule
144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement
of profits under Section 16(b) of the Exchange Act; and |
| d) | This Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under Section 13 or Section 16 of the Exchange Act, including, without
limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act. |
The
undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every action necessary,
advisable or appropriate in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could
do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully
do or cause to be done by authority of this Power of Attorney.
This Power of Attorney shall remain
in full force and effect until the undersigned is no longer required to file Forms 4 or 5 or Schedules 13D or 13G or Forms 144 with respect
to the undersigned's holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the Attorney-in-Fact. This Power of Attorney revokes all previous powers of attorney with respect to the subject
matter of this Power of Attorney.
IN
WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of November 29, 2024.
|
/s/ Saverio Mayer |
|
|
Saverio Mayer |
|
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