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Notice of conditional redemption of senior notes due 2023

ARDAGH PACKAGING FINANCE PLC
ARDAGH HOLDINGS USA INC.
4.125% SENIOR SECURED NOTES DUE 2023
4.625% SENIOR SECURED NOTES DUE 2023

NOTICE OF CONDITIONAL REDEMPTION

4.125% Senior Secured Notes due 2023


ISIN
Common Code
Rule 144A
XS1406669801
140666980
Regulation S
XS1406669553
140666955


4.625% Senior Secured Notes due 2023


ISIN
CUSIP
Rule 144A
US03969AAH32
03969A AH3
Regulation S
USG04586AJ54
G04586 AJ5


Ardagh Packaging Finance plc and Ardagh Holdings USA Inc. (the “Issuers”) give notice to the holders of the 4.125% Senior Secured Notes due 2023 (the “Euro Notes”) and 4.625% Senior Secured Notes due 2023 (the “Dollar Notes” and, together with the Euro Notes, the “Notes”) 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, transfer agent and security 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 the Issuer has received the necessary funds to redeem the Notes on or prior to the Redemption Date (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 November 15, 2019 (the “Redemption Date”) and the record date will be November 14, 2019.
  2. The Redemption Price for the Euro Notes is €458,152,200, which comprises the principal amount of €440,000,000, a redemption premium of €9,077,200, Additional Amounts, if any, and accrued and unpaid interest to the Redemption Date of €9,075,000. Investors are advised to inform themselves of the specific redemption payment calculations provided for in the Indenture.
  3. The Redemption Price for the Dollar Notes is $1,046,255,000, which comprises the principal amount of $1,000,000,000, a redemption premium of $23,130,000, Additional Amounts, if any, and accrued and unpaid interest to the Redemption Date of $23,125,000. Investors are advised to inform themselves of the specific redemption payment calculations provided for in the Indenture.
  4. 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.
  5. The Notes must be surrendered to the Principal Paying Agent or the U.S. Paying Agent, as applicable, to collect the Redemption Price.
  6. 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.
  7. 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.
  8. The Notes are being redeemed pursuant to paragraph 6(c) of the applicable Notes and Section 3.01 of the Indenture.
  9. 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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