Announcement of Consent Solicitation Results

THIS ANNOUNCEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

LUXEMBOURG, Nov. 4, 2025 /PRNewswire/ --

Ardagh Holdings USA Inc. and Ardagh Packaging Finance plc (together, the "Issuers" and together with their affiliates and subsidiaries, "Ardagh") are pleased to announce that, in connection with their previously announced consent solicitations (the "Consent Solicitations") launched pursuant to the consent solicitation statement dated as of September 29, 2025 and as supplemented on October 12, 2025 and October 31, 2025 (collectively, the "Consent Solicitation Statement"), the Expiration Time in respect of the SSN Consent Solicitations and SUN Consent Solicitations has occurred and noteholders (the "Noteholders") of  99.3% by value of the Existing SSNs issued under the Existing 2019 SSN Indenture and 99.6% by value of the Existing SSNs issued under the Existing 2020 SSN Indenture have consented to the SSN Consent Solicitation and 99.2% by value of the Existing SUNs issued under the Existing 2017 SUN Indenture, 99.9% by value of the Existing SUNs issued under the Existing 2019 SUN Indenture and 99.1% by value of the Existing SUNs issued under the Existing 2020 SUN Indenture have consented to the SUN Consent Solicitation. Terms capitalized but not defined herein will have the meanings given to them in the Consent Solicitation Statement.

As previously announced on October 28, 2025, Ardagh has obtained the consents needed to implement the recapitalization transaction (the "Transaction") in respect of the Existing SSNs and the Existing SUNs on a consensual basis as further described in the Consent Solicitation Statement.

Ardagh expects the completion of the Transaction to occur promptly after the satisfaction or (as applicable) waiver of all Transaction Implementation Conditions and will announce the expected Settlement Date in due course.

Additional Information

The Consent Solicitation Statement is available to all Eligible Holders through the Information Agent:

Kroll Issuer Services Limited

Address: The News Building, 3 London Bridge Street, 
London SE1 9SG, United Kingdom
Telephone: +44 207 704 089 09
Email: [email protected] 
Attention: Deal team

If you have any questions about the Consent Solicitations, you should contact Kroll Issuer Services Limited.

Houlihan Lokey UK Limited acts as financial adviser to the Issuers. Kirkland & Ellis International LLP acts as legal advisor to the Issuers. Akin Gump Strauss Hauer & Feld LLP acts as legal advisor to certain consenting Noteholders. Gibson, Dunn & Crutcher LLP acts as legal advisor to certain other consenting Noteholders.

About Ardagh

Ardagh Group is a global supplier of sustainable, infinitely recyclable, metal and glass packaging for brand owners around the world. Ardagh operates 58 metal and glass production facilities in 16 countries, employing approximately 19,000 people with sales of approximately $9.1 billion.

Important notice

This release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities referred to in this announcement, in any jurisdiction, including the United States, in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act, or an exemption from registration.

This release contains "forward-looking" information. The forward-looking information is based upon certain assumptions about future events or conditions and is intended to illustrate hypothetical results under those conditions. Actual events or conditions are unlikely to be consistent with and may materially differ from those assumed. Any views or opinions expressed in this release (including statements or forecasts) constitute the judgement of Ardagh as of the date of this material and are subject to change without notice. You are cautioned not to place undue reliance on any forward-looking information.

Any projections or forecasts in this release are illustrative only and have been based on the estimates and assumptions when Ardagh's business plan was prepared. Such estimates and assumptions may or may not prove to be correct. These projections do not constitute a forecast or prediction of actual results and there can be no assurance that the projected results will actually be realized or achieved. Actual results may depend on future events which are not in Ardagh's control and may be materially affected by unforeseen economic or other circumstances.

Contacts:

Media:
Pat Walsh, Murray Consultants
Tel.: +353 1 498 0300 / +353 87 2269345
Email: [email protected]

Conor McClafferty, FGS Global
Email: [email protected]

Investors:
Email: [email protected]

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SOURCE Ardagh Group S.A.