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October 31, 2019

Notice of conditional redemption of senior notes due 2024

ARDAGH PACKAGING FINANCE PLC
ARDAGH HOLDINGS USA INC.
6.750% SENIOR NOTES DUE 2024

NOTICE OF CONDITIONAL REDEMPTION

6.750% Senior Notes due 2024

ISINCUSIP
Rule 144AXS1406670130140667013
Regulation SXS1406669983140666998

Ardagh Packaging Finance plc and Ardagh Holdings USA Inc. (the “Issuers”) give notice to the holders of the 6.750% Senior Notes due 2024 issued on May 16, 2016 (the “Notes”) of conditional redemption of the Notes in full in accordance with paragraph 6(c) thereof and Article 3 of the indenture dated as of May 16, 2016 (as amended and supplemented, the “Indenture”) between, among others, the Issuers, Citibank, N.A., London Branch, as trustee (the “Trustee”), principal paying agent and transfer agent, Citibank, N.A., as U.S. paying agent and Citigroup Global Markets Europe AG, as registrar. All capitalized terms used herein not defined shall have the meanings assigned to such terms in the Indenture.

The redemption will be subject to the condition that no more than $50 million (equivalent) aggregate amount of notes are tendered in connection with the excess proceeds offer launched by the Issuers on October 31, 2019 (the “Condition”). The Issuers may, in their sole discretion, delay the redemption until such time as the Condition is satisfied. The Issuers shall provide notice to the Trustee and the Paying Agents no later than 12:00pm London time on the Redemption Date as to whether the Condition has been satisfied. The terms and conditions of the redemption are as follows:

  1. The redemption date for the Notes will be December 2, 2019 (the “Redemption Date”) and the record date will be November 29, 2019.
  2. The Redemption Price for the Notes is €790,363,125, which comprises the principal amount of €750,000,000, a redemption premium of €37,972,500, Additional Amounts, if any, and accrued and unpaid interest to the Redemption Date of €2,390,625. Investors are advised to inform themselves of the specific redemption payment calculations provided for in the Indenture.
  3. The Principal Paying Agent is Citibank, N.A., London Branch, Citigroup Centre, Canada Square, Canary Wharf, 14th Floor, London, E14 5LB, United Kingdom. The U.S. Paying Agent is Citibank, N.A., 388 Greenwich Street, New York, NY 10013, United States.
  4. The Notes must be surrendered to the Principal Paying Agent or the U.S. Paying Agent, as applicable, to collect the Redemption Price.
  5. No representation is made by the Issuers, the Trustee or Paying Agents as to the correctness of the ISIN, CUSIP or Common Code numbers either as printed on the Notes or as contained in this notice of redemption. Reliance may be placed only on the other identification numbers printed on the Notes.
  6. Unless the Issuers default in paying the Redemption Price, interest on the Notes called for redemption shall cease to accrue on and after the Redemption Date.
  7. The Notes are being redeemed pursuant to paragraph 6(c) of the applicable Notes and Section 3.01 of the Indenture.
  8. This notice of redemption is given on October 31, 2019 pursuant to paragraph 8 of the Notes and Section 3.04 of the Indenture.

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