Dividends, leverage and refinancing at Ardagh Metal Packaging (NYSE: AMBP)
Rhea-AI Filing Summary
Ardagh Metal Packaging S.A. furnishes its 2025 audited consolidated financial statements and 2026 annual meeting proxy materials. The Group generated $5,497 million of revenue and $739 million of Adjusted EBITDA in 2025, with profit after tax of $11 million.
Net debt was $3,900 million, giving a net debt‑to‑Adjusted EBITDA ratio of 5.3x. The company issued €570 million and $620 million of 2031 Senior Secured Green Notes, redeeming 2027 notes, repaying term loans and redeeming preferred shares. Shareholders are asked to approve 2025 accounts, confirm 2025 dividends, elect directors, approve director pay and reappoint PwC as auditor.
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Insights
Stronger earnings, higher leverage, major refinancing and active dividends.
Ardagh Metal Packaging reports 2025 revenue of $5,497 million and Adjusted EBITDA of $739 million, both up year on year, while profit after tax improved to $11 million. The Americas segment drove most growth, with revenue rising 16%.
Net debt increased to $3,900 million, lifting the net debt‑to‑Adjusted EBITDA ratio to 5.3x. The company refinanced its 2027 notes by issuing €570 million 5.000% and $620 million 6.250% Senior Secured Green Notes due 2031, repaid a term loan and redeemed preferred shares, extending maturities but keeping leverage elevated.
The board proposes confirming four 2025 interim dividends of $0.10 per ordinary share and has already approved further $0.10 interim dividends in February 2026 and April 2026. A U.S. jury awarded approximately $175 million in damages in April 2026 in a contract case, subject to post‑trial motions. Future disclosures will show how these items affect cash flow and leverage.
Key Figures
Key Terms
Adjusted EBITDA financial
Senior Secured Green Notes financial
foreign private issuer regulatory
controlled company regulatory
Audit Committee financial
net debt to Adjusted EBITDA ratio financial
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April, 2026
Commission File Number: 001-40709
Ardagh Metal Packaging S.A.
(Name of Registrant)
56, rue Charles Martel
L-2134 Luxembourg, Luxembourg
+352 26 25 85 55
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _____
EXHIBIT INDEX
This report on Form 6-K comprises of Ardagh Metal Packaging S.A.’s (the “Company”) proxy materials for its 2026 annual general meeting of shareholders, audited consolidated financial statements for the year ended December 31, 2025, and audited annual accounts for the year ended December 31, 2025, which are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively.
Incorporation by Reference
The information set forth in Exhibit 99.1 of this report on Form 6-K shall be deemed to be incorporated by reference into the registration statement filed on Form F-3, as amended (Registration No. 333-289154) by the Company (including any prospectus forming a part of such registration statement), and to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
Exhibit Number |
| Description |
99.1 |
| Proxy Materials for the 2026 Annual General Meeting of Shareholders of Ardagh Metal Packaging S.A. |
99.2 | | Ardagh Metal Packaging S.A. – Audited Consolidated Financial Statements for the year ended December 31, 2025 |
99.3 | | Ardagh Metal Packaging S.A. – Audited Annual Accounts for the year ended December 31, 2025 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Ardagh Metal Packaging S.A. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 30, 2026
| Ardagh Metal Packaging S.A. |
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| By: | /s/ Oliver Graham |
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| Name: | Oliver Graham |
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| Title: | Chief Executive Officer |
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Exhibit 99.1
ardaghmetalpackaging.com
Ardagh Metal Packaging S.A.
56, rue Charles Martel
L-2134 Luxembourg, Luxembourg
T: +352 26 25 85 - 55
F: +352 26 38 94 - 44
E: enquiries@ardaghgroup.com
April 30, 2026
Dear Shareholder,
You are cordially invited to attend the 2026 annual general meeting of shareholders (the “Annual General Meeting”) of Ardagh Metal Packaging S.A. (the “Company”) to be held on June 4, 2026, at 12:00 p.m. Luxembourg time, at 56, rue Charles Martel, L-2134 Luxembourg, Luxembourg. Information concerning the matters to be considered and voted upon at the Annual General Meeting is set out in the attached Convening Notice and Proxy Statement.
The Board of Directors of the Company has fixed April 7, 2026 (10:00 p.m. Luxembourg time, 4:00 p.m. EDT) as the record date for the Annual General Meeting (the “Record Date”), and only holders of record of the ordinary shares at such time will be entitled to vote at the Annual General Meeting or any adjournment or postponement thereof.
If you are unable to attend the Annual General Meeting or you wish to be represented, please authorize a proxy to vote your ordinary shares in accordance with the instructions you have received. This will not prevent you from voting your ordinary shares in person if you subsequently choose to attend the Annual General Meeting.
Please note that powers of attorney or proxy cards must be received by the tabulation agent (Computershare), no later than 5:59 a.m. Luxembourg time on June 2, 2026, 11:59 p.m. EDT, on June 1, 2026, in order for such votes to be taken into account.
On behalf of the Board of Directors of the Company, we thank you for your continued support.
Sincerely,
Herman Troskie
Chair
R.C.S. Luxembourg B 251465
Convening Notice to
the Annual General Meeting of Shareholders
to be held on June 4, 2026, at 12:00 p.m. Luxembourg time
at 56, rue Charles Martel, L-2134 Luxembourg, Luxembourg
April 30, 2026
Dear Shareholder,
The Board of Directors of Ardagh Metal Packaging S.A. (the “Company”) is pleased to invite you to attend the 2026 annual general meeting of shareholders (the “Annual General Meeting”), to be held on June 4, 2026, at 12:00 p.m. Luxembourg time, at 56, rue Charles Martel, L-2134 Luxembourg, Luxembourg with the following agenda:
Agenda of the Annual General Meeting
| 1. | Consider the management report of the Company and the report of the statutory auditor (réviseur d’entreprises agréé) on the Company’s consolidated financial statements for the year ended December 31, 2025 and approve the Company’s consolidated financial statements for the year ended December 31, 2025. |
| 2. | Consider the report of the statutory auditor (réviseur d’entreprises agréé) on the Company’s annual accounts for the year ended December 31, 2025 and approve the Company’s annual accounts for the year ended December 31, 2025. |
| 3. | Confirm the distribution of interim dividends approved by the Board of Directors of the Company during the year ended December 31, 2025 and approve carrying forward the result for the year ended December 31, 2025. |
| 4. | Ratify the appointment by the Board of Directors of the Company on November 17, 2025 of Mark Porto as a Class III Director of the Company to fill a vacancy on the Board of Directors until the Annual General Meeting. |
| 5. | Grant discharge (quitus) to all members of the Board of Directors of the Company who were in office during the year ended December 31, 2025, for the proper performance of their duties. |
| 6. | Re-elect two Class II Directors of the Company and elect one Class III Director of the Company: |
| (a) | Oliver Graham, as a Class II Director until the 2029 annual general meeting of shareholders; |
| (b) | Stefan Schellinger, as a Class II Director until the 2029 annual general meeting of shareholders; and |
| (c) | Mark Porto, as a Class III Director until the 2027 annual general meeting of shareholders. |
R.C.S. Luxembourg B 251465
| 7. | Approve the aggregate amount of the directors’ remuneration for the year ending December 31, 2026. |
| 8. | Appoint PricewaterhouseCoopers Assurance, Société coopérative as statutory auditor (réviseur d’entreprises agréé) of the Company for the period ending at the 2027 annual general meeting of shareholders. |
Pursuant to articles 21 and 22 of the articles of association of the Company and article 430-10 of the Luxembourg Law of 10 August 1915 on commercial companies (as amended), the Annual General Meeting will validly deliberate on its agenda with the quorum requirement of at least one-third (1/3) of the issued share capital corresponding to the issued ordinary shares of the Company, and the resolutions at the Annual General Meeting will be adopted by a simple majority of the votes validly cast.
Any shareholder who holds one or more ordinary share(s) on April 7, 2026, at 10:00 p.m. Luxembourg time, 4:00 p.m. EDT (the “Record Date”) will be admitted to the Annual General Meeting, and may attend the Annual General Meeting and vote, as applicable, in person or by proxy.
Please consult the Proxy Statement enclosed herewith, also available on the Company’s website, as to the procedures for attending the Annual General Meeting or to be represented by proxy. Copies of the Company’s consolidated financial statements and its annual accounts for the year ended December 31, 2025, together with the management report of the Company and the report of the statutory auditor are available at https://www.ardaghmetalpackaging.com/investors/corporate-governance/annual-general-meeting.
Please note that powers of attorney or proxy cards must be received by the tabulation agent (Computershare), no later than 5:59 a.m. Luxembourg time, on June 2, 2026, 11:59 p.m. EDT, on June 1, 2026, in order for such votes to be taken into account.
Sincerely,
Herman Troskie
Chair
on behalf of the Board of Directors
ARDAGH METAL PACKAGING S.A.
PROXY STATEMENT
ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 4, 2026
GENERAL INFORMATION
This Proxy Statement is being provided to solicit proxies on behalf of the board of directors (the “Board of Directors”) of Ardagh Metal Packaging S.A. (the “Company,” “we,” “our” or “us”) for use at the 2026 annual general meeting of shareholders (the “Annual General Meeting”) to be held on June 4, 2026, at 12:00 p.m. Luxembourg time at the Company’s registered office, 56, rue Charles Martel, L-2134 Luxembourg, Luxembourg and any adjournment or postponement thereof. This Proxy Statement is available on our website at https://www.ardaghmetalpackaging.com/investors/corporate-governance/annual-general-meeting, together with the Company’s consolidated financial statements and its annual accounts for the year ended December 31, 2025 and our Annual Report on Form 20-F for the year ended December 31, 2025 (the “Annual Report on Form 20-F”). The Proxy Statement will also be made available to our “street name” holders (meaning beneficial owners who hold ordinary shares of the Company (the “Ordinary Shares”) through a bank, brokerage firm or other record owner) and registered shareholders as at the Record Date (as defined below) through the delivery methods described below. As at the Record Date, no preferred shares of the Company (the “Preferred Shares”) were issued and outstanding.
This Proxy Statement, together with the Convening Notice containing the agenda and the proxy card with reply envelope, are hereinafter referred to as the “Proxy Materials.”
Foreign Private Issuer
We are a “foreign private issuer” within the meaning of Rule 3b-4 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as a result, we are not required to mandatorily comply with U.S. federal proxy requirements.
How May the Annual General Meeting Materials Be Accessed?
| (a) | Street name holders |
We have elected to provide access to our Proxy Materials over the internet. Accordingly, we are sending a notice (the “Information Notice”) on April 30, 2026, regarding the internet availability of Proxy Materials to our street name holders of record as of 10:00 p.m. Luxembourg time, 4:00 p.m. EDT, on April 7, 2026 (the “Record Date”). You will have the ability to access the Proxy Materials, the Company’s consolidated financial statements and its annual accounts for the year ended December 31, 2025, and our Annual Report on Form 20-F on the website referred to in the Information Notice (https://www.ardaghmetalpackaging.com/investors/corporate-governance/annual-general-meeting). Street name holders may also request to receive a printed set of the Proxy Materials. Instructions on how to access the Proxy Materials, either by viewing them online or by requesting a printed copy, may be found in the Information Notice. You will not receive a printed copy of the Proxy Materials unless you have requested one when setting up your brokerage account or otherwise request one in the manner set forth in the Information Notice. This permits us to conserve natural resources and reduce our printing costs while
R.C.S. Luxembourg B 251465
giving shareholders a convenient and efficient way to access our Proxy Materials and exercise the voting rights attendant to their Ordinary Shares at the Annual General Meeting.
| (b) | Registered shareholders |
We are mailing the Proxy Materials on April 30, 2026 to all registered shareholders of our Ordinary Shares as at the Record Date.
Who May Vote at the Annual General Meeting?
Only registered shareholders or street name holders of our Ordinary Shares as at the Record Date will be entitled to notice of the Annual General Meeting and only registered shareholders or street name holders of our Ordinary Shares will be entitled to vote at the Annual General Meeting. On the Record Date, 597,706,314 Ordinary Shares were issued and outstanding. Each Ordinary Share is entitled to one vote at the Annual General Meeting.
What Constitutes a Quorum?
At any ordinary general meeting (including the Annual General Meeting), the holders of in excess of one-third (1/3) of the share capital corresponding to the issued Ordinary Shares, who are present in person or represented by proxy will form a quorum for the transaction of business. Abstentions, as described below, are counted as Ordinary Shares present for purposes of determining whether a quorum exists.
What Are Broker Non-Votes and Abstentions?
Broker non-votes occur when brokers holding Ordinary Shares in street name for beneficial owners do not receive instructions from the beneficial owners about how to vote their Ordinary Shares and the broker is unable to vote the Ordinary Shares in its discretion in the absence of an instruction. An abstention occurs when a shareholder withholds such shareholder’s vote on a particular matter by checking the “ABSTAIN” box on the proxy card.
Your broker will NOT be able to vote your Ordinary Shares with respect to any of the proposals or other matters considered at the Annual General Meeting unless you have provided instructions to your broker. We strongly encourage you to provide instructions to your broker to vote your Ordinary Shares and exercise your right as a shareholder. A vote will not be cast in cases where a broker has not received an instruction from the beneficial owner.
With respect to all of the proposals or other matters considered at the Annual General Meeting, only those votes cast “FOR” or “AGAINST” are counted for the purposes of determining the number of votes cast with respect to each such proposal.
Broker non-votes and abstentions are not considered votes cast and have no effect on the outcome of any of the proposals.
What Is the Process for Voting and Revocation of Proxies?
If you are a registered shareholder holding Ordinary Shares, you can vote by mail by marking, dating, signing and returning the proxy card in the postage-paid envelope. Submitting your proxy by mail will not affect your ability to attend the Annual General Meeting in person or vote at the Annual General Meeting.
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If your Ordinary Shares are held in “street name”, you will receive instructions from your bank, brokerage firm or other record owner. You must follow the instructions of the bank, brokerage firm or other record owner in order for your Ordinary Shares to be voted on your behalf.
The Company will retain an independent tabulator to receive and tabulate the proxies.
If you submit a proxy and direct how your Ordinary Shares should be voted, the individuals named as proxies will vote your Ordinary Shares in the manner you indicate. If you submit a proxy but do not direct how your Ordinary Shares should be voted, the individuals named as proxies will vote your Ordinary Shares “FOR” the re-election or election, as applicable, of each of the nominees for director and “FOR” each of the other proposals identified herein.
It is not expected that any other matters will be brought before the Annual General Meeting. If, however, other matters are properly presented, the individuals named as proxies will vote in accordance with their discretion with respect to such matters.
A registered shareholder holding Ordinary Shares who has given a proxy may revoke it at any time before it is exercised at the Annual General Meeting by:
| ● | attending the Annual General Meeting and voting in person; |
| ● | delivering a written notice on or before 5:59 a.m. Luxembourg time on June 2, 2026, 11:59 p.m. EDT on June 1, 2026 at the address given below, stating that the previously delivered proxy is revoked; or |
| ● | signing and delivering on or before 5:59 a.m. Luxembourg time on June 2, 2026, 11:59 p.m. EDT on June 1, 2026, to the address given below a subsequently dated proxy card dated prior to the vote at the Annual General Meeting. |
If you are a registered shareholder holding Ordinary Shares, you may request a new proxy card by calling the Company at its registered office in Luxembourg at +352 26 25 85 55.
Registered shareholders holding Ordinary Shares should send any written notice or proxy card by (i) regular mail to Ardagh Metal Packaging S.A., c/o Computershare, PO Box 43101, Providence, RI 02940-5067, or (ii) by courier or U.S. overnight mail to Ardagh Metal Packaging S.A., c/o Computershare, 150 Royall Street, Suite 101, Canton, MA 02021 (Telephone: 1-800-736-3001 and from outside the US +1 781 575 3100).
Any street name holder of Ordinary Shares may change or revoke previously given voting instructions by contacting the bank or brokerage firm holding the Ordinary Shares or by obtaining a legal proxy from such bank or brokerage firm and voting in person at the Annual General Meeting. Your last voting instructions, prior to or at the Annual General Meeting, are the voting instructions that will be taken into account.
Who May Attend the Annual General Meeting?
Only holders of our shares as at the Record Date or their legal proxy holders may attend the Annual General Meeting. All holders of our shares planning to attend the Annual General Meeting in person must contact our Assistant Company Secretary, Cindy Cooper, at +352 26 25 85 55 or cindy.cooper@ardaghgroup.com by June 2, 2026 to reserve a seat. In order to be admitted, shareholders
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should arrive at the Annual General Meeting check-in area no less than 30 minutes before the Annual General Meeting is scheduled to begin.
| ● | Registered shareholders |
To be admitted to the Annual General Meeting, you will need a form of photo identification. You will be admitted to the Annual General Meeting only if we are able to verify your shareholder status by checking your name against the list of registered shareholders on the Record Date.
| ● | Street name holders |
To be admitted to the Annual General Meeting, you will need a form of photo identification and you must also bring valid proof of ownership of your Ordinary Shares on the Record Date; in order to vote at the Annual General Meeting, you must bring a valid legal proxy from the holder of record.
If you hold your Ordinary Shares in street name through a bank or brokerage firm, a brokerage statement reflecting your ownership as at the Record Date or a letter from a bank or broker confirming your ownership as at the Record Date is sufficient proof of ownership to be admitted to the Annual General Meeting.
Registration will begin on June 4, 2026, at 11:30 a.m. Luxembourg time, and the Annual General Meeting will begin on June 4, 2026, at 12:00 p.m. Luxembourg time.
No cameras, recording equipment, electronic devices (including cell phones), large bags, briefcases or packages will be permitted at the Annual General Meeting.
Certain members of the Board of Directors will attend the Annual General Meeting.
What Is the Process for the Solicitation of Proxies?
We will pay the cost of soliciting proxies for the Annual General Meeting. We may solicit proxies by mail, telephone, personal contact or electronic means. Arrangements have been made with brokerage houses and other custodians, nominees and fiduciaries to send the Information Notice and, if requested, Proxy Materials to beneficial owners. Upon request, we will reimburse them for their reasonable expenses. In addition, our directors, officers and employees may solicit proxies (without additional compensation) either in person or by telephone, facsimile or written or electronic mail. Shareholders are encouraged to return their proxies promptly.
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PROPOSAL WITH RESPECT TO AGENDA ITEMS NO. 1 AND 2:
APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS AND ANNUAL ACCOUNTS
At the Annual General Meeting, the Board of Directors will present the report on conflicts of interest, the management report on the Company’s consolidated financial statements, as well as the reports of the statutory auditor (réviseur d’entreprises agréé) on the consolidated financial statements and the annual accounts for the year ended December 31, 2025. The management report and the statutory auditor’s reports are available on our website at https://www.ardaghmetalpackaging.com/investors/corporate-governance/annual-general-meeting. After such presentation, the following resolutions will be put before the Annual General Meeting for approval:
RESOLVED: The Annual General Meeting, after having reviewed the management report of the Company and the report of the statutory auditor (réviseur d’entreprises agréé) on the Company’s consolidated financial statements for the year ended December 31, 2025, hereby approves the consolidated financial statements of the Company for the year ended December 31, 2025 in their entirety.
RESOLVED: The Annual General Meeting, after having reviewed the report of the statutory auditor (réviseur d’entreprises agréé) on the Company’s annual accounts for the year ended December 31, 2025, hereby approves the annual accounts of the Company for the year ended December 31, 2025 in their entirety.
Vote Required and Recommendation of the Board of Directors
Approval of these proposals requires the affirmative vote of a simple majority of votes validly cast on such resolution by shareholders entitled to vote at the Annual General Meeting. In the case of an equality of votes the resolutions will fail.
Our Board of Directors recommends a vote “FOR” the approval of the Company’s consolidated financial statements and its annual accounts for the year ended December 31, 2025.
PROPOSAL WITH RESPECT TO AGENDA ITEM NO. 3:
APPROVAL OF ALLOCATION OF ANNUAL RESULTS
The Board of Directors will propose to the Annual General Meeting:
(1) to confirm the distribution of interim dividends which have been made in respect of the year ended December 31, 2025, being:
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(2) to approve carrying forward the result for the year ended December 31, 2025.
RESOLVED: The Annual General Meeting hereby
(1) confirms the distribution of interim dividends which have been made in respect of the year ended December 31, 2025, being (i) the amount of $59,769,958.60 which was distributed as an interim dividend ($0.10 per Ordinary Share) and the amount of €5,624,999.97 which was distributed as an interim dividend (€0.0999 per Preferred Share) on March 27, 2025 (as the 2025 first quarter dividend), (ii) the amount of $59,769,958.60 which was distributed as an interim dividend ($0.10 per Ordinary Share) and the amount of €5,624,999.97 which was distributed as an interim dividend (€0.0999 per Preferred Share) on May 15, 2025 (as the 2025 second quarter dividend), (iii) the amount of $59,769,958.60 which was distributed as an interim dividend ($0.10 per Ordinary Share) and the amount of €5,624,999.97 which was distributed as an interim dividend (€0.0999 per Preferred Share) on August 19, 2025 (as the 2025 third quarter dividend), and (iv) the amount of $59,769,958.60 which was distributed as an interim dividend ($0.10 per Ordinary Share) and the amount of €5,624,999.97 which was distributed as an interim dividend (€0.0999 per Preferred Share) on November 13, 2025 (as the 2025 fourth quarter dividend), with €1,812,499.99 of the 2025 fourth quarter dividend in respect of the Preferred Shares being refunded via offset against the consideration paid in connection with the redemption of the Preferred Shares in full on December 2, 2025, all such distributions being made out of the available reserves of the Company, and
(2) approves carrying forward the result for the year ended December 31, 2025 as recommended by the Board of Directors.
Vote Required and Recommendation of the Board of Directors
Approval of this proposal requires the affirmative vote of a simple majority of votes validly cast on such resolution by the shareholders entitled to vote at the Annual General Meeting. In the case of an equality of votes the resolution will fail.
Our Board of Directors recommends a vote “FOR” the approval of the allocation of our annual results.
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PROPOSAL WITH RESPECT TO AGENDA ITEM NO. 4:
RATIFICATION OF APPOINTMENT OF NEW DIRECTORS
On November 17, 2025 the Board of Directors appointed Mark Porto as a Class III Director of the Company, to fill a vacancy on the Board until the Annual General Meeting, pursuant to its authority under the Company’s articles of association (the “Articles of Association”). At the Annual General Meeting, the shareholders will be asked to approve the following resolution with respect to the ratification of the appointment of Mark Porto as a Class III Director of the Company:
RESOLVED: The Annual General Meeting hereby ratifies the appointment on November 17, 2025 by the Board of Directors of Mark Porto as a Class III Director of the Company, to fill a vacancy on the Board of Directors until the Annual General Meeting.
Vote Required and Recommendation of the Board of Directors
Approval of this proposal requires the affirmative vote of a simple majority of votes validly cast on such resolution by the shareholders entitled to vote at the Annual General Meeting. In the case of an equality of votes the resolution will fail.
Our Board of Directors recommends a vote “FOR” the ratification of the appointment of Mark Porto as a Class III Director of the Company, to fill a vacancy on the Board of Directors until the Annual General Meeting.
PROPOSAL WITH RESPECT TO AGENDA ITEM NO. 5:
APPROVAL OF DISCHARGE TO DIRECTORS FOR PERFORMANCE
Under Luxembourg law, the shareholders are asked to vote on the discharge (quitus) of the directors with respect to the performance of their duties during the year ended December 31, 2025. At the Annual General Meeting, the shareholders will be asked to approve the following resolution with respect to the discharge of our directors who served during the year ended December 31, 2025:
RESOLVED: The Annual General Meeting hereby grants discharge (quitus) to the members of the Board of Directors who were in office during the year ended December 31, 2025 for the proper performance of their duties.
Vote Required and Recommendation of the Board of Directors
Approval of this proposal requires the affirmative vote of a simple majority of votes validly cast on such resolution by the shareholders entitled to vote at the Annual General Meeting. In the case of an equality of votes the resolution will fail.
Our Board of Directors recommends a vote “FOR” the approval of discharge to the members of the Board of Directors.
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PROPOSAL WITH RESPECT TO AGENDA ITEM NO. 6:
RE-ELECTION OF TWO CLASS II DIRECTORS OF THE COMPANY AND
ELECTION OF ONE CLASS III DIRECTOR OF THE COMPANY
Our Board of Directors currently consists of nine (9) directors. The Articles of Association provide that our Board of Directors will consist of no fewer than three (3) directors and no more than fifteen (15) directors, with the number of directors within that range being determined by the Board of Directors from time to time. Pursuant to our Articles of Association, our directors are appointed by the annual general meeting of shareholders for a period of one to three years.
The Board of Directors has nominated Oliver Graham and Stefan Schellinger for re-election as Class II Directors of the Company, with each of their terms of office expiring at the annual general meeting of shareholders to be held in 2029, and Mark Porto for election as a Class III Director of the Company, with his term of office expiring at the annual general meeting of shareholders to be held in 2027. All nominees are presently members of the Board of Directors.
Paul Coulson resigned as a Class III Director on November 12, 2025. Elizabeth Marcellino will step down from the Board of Directors and will not stand for re-election as a Class II Director of the Company at the Annual General Meeting. Giving effect to Elizabeth Marcellino’s term of office expiring at the Annual General Meeting and assuming the re-election or election, as applicable, of each of the nominees proposed under this item 6 of the agenda of the Annual General Meeting, our Board of Directors will consist of eight (8) directors after the Annual General Meeting.
As provided in the Articles of Association, except in the case of a vacancy in the office of director filled by the Board of Directors as described therein, the Company may elect directors by resolution adopted at an ordinary general meeting of shareholders (including an annual general meeting of shareholders).
Nominees for Re-election and Election to the Board of Directors
Information concerning the nominees for re-election and election to the Board of Directors is set forth below as of the date of the Annual General Meeting:
Name | Age | Position | Independent |
|---|---|---|---|
Oliver Graham | 58 | Chief Executive Officer and Director | No |
Mark Porto | 60 | Director | No |
Stefan Schellinger | 56 | Chief Financial Officer and Director | No |
Oliver Graham is CEO of Ardagh Metal Packaging S.A., a position he has held since 2020. Before taking up this role, Mr. Graham was CEO of Metal Packaging Europe with responsibility for Metal Packaging Brazil, as well as being Ardagh Group S.A. Commercial Director. He joined Ardagh in 2016 following the acquisition of the metal beverage packaging business, prior to which he was group commercial director at Rexam PLC. Mr. Graham joined Rexam PLC in 2013 from The Boston Consulting Group, where he was a partner. He is the chair of the Sustainability Committee and a member of the Finance Committee. He is a British citizen.
Mark Porto has a 20-year track record in working in industrial manufacturing, consumer product, and technology companies worldwide. Mr. Porto is the Executive Chair of the board of directors of Ardagh Holdings S.A. Most recently, he worked as CEO of Phoenix Services / Phoenix Global, a global industrial supplier. Previously, Mr. Porto was recruited by the private equity investment firm Promus
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Holdings to serve as president, CEO, and board director of Associated Steel Group, a building design and manufacturing firm. Prior roles included interim executive assignments with private equity firms in North America and Europe, as well as VP of operations at Bushnell, a consumer products company. Mr. Porto also served as advisor, consultant, and interim executive to AlixPartners, a business advisory firm, and served as a Division Officer in the United States Navy and with the Naval Reserves. Mr. Porto graduated from Northwestern University, Kellogg School of Management, with an MBA in International Business and Marketing. He also has a BS in Computer Science and a BA in Mathematics from Duke University. He is a member of the Compensation Committee, the Finance Committee and the Nominating and Governance Committee. He is a citizen of the United States of America and Italy.
Stefan Schellinger is CFO of Ardagh Metal Packaging S.A. Prior to his appointment in September 2024, Mr. Schellinger served as executive vice president, global CFO and a member of the board of directors of ContourGlobal plc from 2019 to 2023. Prior to ContourGlobal, he was group finance director and executive director of the diversified industrial company Essentra plc from 2015 until 2018, having joined the company as corporate development director and group management committee member in 2013. From 2005 to 2013 Mr. Schellinger spent eight years with Danaher Corporation, as corporate development director and as finance director–emerging markets in Danaher's Gilbarco Veeder Root business. Prior to this, he worked as vice president in investment banking at J.P. Morgan in London. He started his career in accountancy in Germany at Arthur Andersen. Mr. Schellinger received his MBA from the University of Chicago, Graduate School of Business and holds a degree in Finance and Accounting from the University of St. Gallen, Switzerland. He is a member of the Finance Committee and the Sustainability Committee. Mr. Schellinger is a dual British and German citizen.
At the Annual General Meeting, the shareholders will be asked to approve the following resolution:
RESOLVED: The Annual General Meeting hereby approves the re-election of Oliver Graham and Stefan Schellinger, each as a Class II Director of the Company for a term ending at the Company’s 2029 annual general meeting of shareholders and the election of Mark Porto as a Class III Director of the Company for a term ending at the Company’s 2027 annual general meeting of shareholders.
Vote Required and Recommendation of the Board of Directors
The re-election or election, as applicable, of each nominee for director requires the affirmative vote of a simple majority of votes validly cast on such matter by the shareholders entitled to vote at the Annual General Meeting. In the case of an equality of votes the resolution will fail.
Our Board of Directors recommends a vote “FOR” the re-election or election, as applicable, of the three directors named above to terms of office expiring at the general meetings of shareholders indicated above.
PROPOSAL WITH RESPECT TO AGENDA ITEM NO. 7:
APPROVAL OF THE AGGREGATE AMOUNT OF THE DIRECTORS’ REMUNERATION
We have established a compensation program for our independent directors for their service on the Board of Directors and any of its committees. The aggregate amount of our independent directors’ compensation as proposed by the Board of Directors for the year ending December 31, 2026 is $1,042,500.
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The independent directors’ compensation program will allow each independent director the opportunity to elect to receive Ordinary Shares in lieu of a portion of the annual cash retainer payable to the independent director under the program. We also reimburse our independent directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors, including, without limitation, travel expenses in connection with their attendance in person at Board of Directors and committee meetings. Directors who are employees of the Company or its affiliates do not receive any compensation for their services as directors.
We refer to the arrangements described above as the “Remuneration Arrangements.”
At the Annual General Meeting, the shareholders will be asked to approve the following resolution:
RESOLVED: The Annual General Meeting hereby approves the Remuneration Arrangements with respect to the independent directors of the Company for the year ending December 31, 2026.
Vote Required and Recommendation of the Board of Directors
Approval of this proposal requires the affirmative vote of a simple majority of votes validly cast on such resolution by the shareholders entitled to vote at the Annual General Meeting. In the case of an equality of votes the resolution will fail.
Our Board of Directors recommends a vote “FOR” the approval of the independent directors’ remuneration for the year ending December 31, 2026.
PROPOSAL WITH RESPECT TO AGENDA ITEM NO. 8:
APPROVAL OF APPOINTMENT OF STATUTORY AUDITOR
At the Annual General Meeting, the shareholders will be asked to approve the following resolution:
RESOLVED: The Annual General Meeting hereby approves the appointment of PricewaterhouseCoopers Assurance, Société coopérative as approved statutory auditor (réviseur d’entreprises agréé) of the Company for the period ending at the 2027 annual general meeting of shareholders.
Vote Required and Recommendation of the Board of Directors
Approval of this proposal requires the affirmative vote of a simple majority of votes validly cast on such resolution by the shareholders entitled to vote at the Annual General Meeting. In the case of an equality of votes the resolution will fail.
Our Board of Directors recommends a vote “FOR” the appointment of PricewaterhouseCoopers Assurance, Société coopérative as approved statutory auditor (réviseurs d’entreprises agréé) for the period ending at the 2027 annual general meeting of shareholders.
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CORPORATE GOVERNANCE
Board of Directors
Composition of Our Board of Directors
Our Board of Directors currently consists of nine (9) members divided into three classes, of which five (5) directors have been determined by it to be “independent” as set forth under the corporate governance standards of the New York Stock Exchange (the “NYSE Standards”). Our Board of Directors consists of such number of directors as the general meeting of shareholders may from time to time determine, provided that the Board of Directors is composed at all times of no fewer than three (3) directors and no more than fifteen (15) directors. For further information concerning our officers, directors and senior management, please see “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management” in our Annual Report on Form 20-F.
Election of Directors
The holders of our Ordinary Shares have the right to elect the Board of Directors at a general meeting of shareholders by a simple majority of the votes validly cast. The existing directors have the right to appoint persons to fill vacancies, which persons may hold office until the next following annual general meeting of shareholders.
Our Board of Directors is classified into three classes of directors:
| ● | Our current Class I Directors are Yves Elsen, Damien O’Brien and Herman Troskie, with each of their terms of office expiring at the Company’s 2028 annual general meeting of shareholders. |
| ● | Our current Class II Directors are Oliver Graham, Elizabeth Marcellino and Stefan Schellinger, with each of their terms of office expiring on the date of this Annual General Meeting. Elizabeth Marcellino will step down from the Board of Directors and will not stand for re-election as a Class II Director of the Company at the Annual General Meeting. Each of our remaining Class II Directors has been nominated for re-election at the Annual General Meeting, each for a term of office expiring at the Company’s 2029 annual general meeting of shareholders. |
| ● | Our current Class III Directors are Abigail Blunt and The Rt. Hon. the Lord Hammond of Runnymede, with each of their terms of office expiring at the Company’s 2027 annual general meeting of shareholders, and Mark Porto, whose mandate expires at the Annual General Meeting, and who has been nominated for election at the Annual General Meeting as a Class III Director with a term of office expiring at the Company’s 2027 annual general meeting of shareholders. |
Assuming the re-election and election, as applicable, of each of the nominees proposed under item 6 of the agenda of the Annual General Meeting, our Board of Directors will consist after the Annual General Meeting of eight (8) members, with Yves Elsen, Damien O’Brien and Herman Troskie acting as Class I directors, Oliver Graham and Stefan Schellinger acting as Class II directors, and Abigail Blunt, Mark Porto and The Rt. Hon. the Lord Hammond of Runnymede acting as Class III directors.
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Experience of Directors
We believe that the composition of the Board of Directors, which includes a broad spread of nationalities, backgrounds and expertise, provides the breadth and depth of skills, knowledge and experience that are required to effectively lead an internationally diverse business with interests spanning three continents and nine individual countries.
We believe that our independent non-executive directors have broad-based international business expertise and have gained significant and relevant industry specific expertise over a number of years. The composition of the Board of Directors reflects the need to maintain a balance of skills, knowledge and experience, including in areas such as sustainability and information technology.
The independent non-executive directors use their broad-based skills, diverse range of business and financial experiences and international backgrounds in reviewing and assessing any opportunities or challenges facing the Company and play an important role in developing the Company’s strategy and scrutinizing the performance of management in meeting the Company’s goals and objectives.
We expect the members of our Board of Directors collectively to have the experience, qualifications, attributes and skills to effectively oversee the management of the Company, including a high degree of personal and professional integrity, an ability to exercise sound business judgment on a broad range of issues, sufficient experience and background to have an appreciation of the issues facing the Company, a willingness to devote the necessary time to board duties, a commitment to representing the best interests of the Company and a dedication to enhancing shareholder value.
Committees of the Board of Directors
Our Board of Directors has five standing committees: an audit committee (the “Audit Committee”), a compensation committee (the “Compensation Committee”), a nominating and governance committee (the “Nominating and Governance Committee”), a finance committee (the “Finance Committee”) and a sustainability committee (the “Sustainability Committee”). The members of each committee are appointed by the Board of Directors and serve until their successors are elected and qualified, unless they are earlier removed or they resign. Each of the committees report to the Board of Directors as it deems appropriate and as the Board of Directors may request. For further information concerning the composition, duties and responsibilities of each of the committees, please see “Item 6. Directors, Senior Management and Employees—C. Board Practices” in our Annual Report on Form 20-F. In the future, our Board of Directors may establish other committees, as it deems appropriate, to assist it with its responsibilities. The charter for each committee is publicly available on our website at https://www.ardaghmetalpackaging.com/investors/corporate-governance/governance-documents. The contents of the website are not incorporated by reference into this document.
Foreign Private Issuer and Controlled Company Status
We are a société anonyme incorporated in Luxembourg, and our Ordinary Shares are listed on the New York Stock Exchange (“NYSE”). We are therefore required to comply with certain U.S. securities laws and regulations, including the Sarbanes-Oxley Act and the NYSE Standards applicable to listed companies. As a “foreign private issuer,” as defined under applicable U.S. securities laws, under the NYSE Standards, we are permitted to follow the corporate governance practices of our home country in lieu of certain provisions of the NYSE Standards. Our intention is to voluntarily comply with these requirements, and as a result, there are currently no significant differences under the NYSE Standards between our corporate governance practices and those of U.S. domestic issuers listed on the NYSE. However, we avail ourselves of certain exemptions afforded to foreign private issuers under the Exchange
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Act that regulate certain disclosure obligations and procedural requirements, such as the proxy rule exemptions.
We also qualify for and avail ourselves of certain of the controlled company exemptions under the NYSE Standards applicable to listed companies (both foreign private issuers and U.S. domestic issuers) as described in the NYSE Listed Company Manual.
As a controlled company, we are not required to comply with the following requirements:
| ● | a majority of the Board of Directors consist of independent directors; |
| ● | the Nominating and Governance Committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; |
| ● | the Compensation Committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
| ● | there be an annual performance evaluation of the Nominating and Governance Committee and Compensation Committee. |
We currently comply with certain of these requirements on a voluntary basis, and as a result, the majority of our Board of Directors consists of independent directors and we have written charters for and conduct annual performance evaluations of our Nominating and Governance Committee and Compensation Committee. However, we currently avail ourselves of the exemption that allows our Nominating and Governance Committee and Compensation Committee not to be composed entirely of independent directors, and there can be no assurance that we will not avail ourselves of other controlled company exemptions in the future.
Due to our status as a foreign private issuer and a controlled company, we may cease voluntary compliance with the requirements that we are exempt from at any time, and you may not have the same protections afforded to shareholders of U.S. domestic issuers listed on the NYSE.
The controlled company exemptions do not modify the independence requirements for the Audit Committee, which requires it to be composed of at least three members, each of whom is “independent,” as set forth under the NYSE Standards and the U.S. Securities and Exchange Commission (the “SEC”) rules governing audit committee member independence. All of the members of our Audit Committee are considered independent directors, in accordance with the NYSE Standards and the SEC rules.
For a list of our major shareholders and information relating to their ownership of our Ordinary Shares, please see “Item 7. Major Shareholders and Related Party Transactions—A. Major shareholders” in our Annual Report on Form 20-F.
Code of Conduct
Our Board of Directors has adopted a code of conduct (the “Code of Conduct”) that establishes the standards of ethical conduct applicable to all of our directors, officers and employees. We also expect that all our business partners adhere to the principles and values set out in our Code of Conduct. The Code of Conduct addresses, among other things, competition and fair dealing, conflicts of interest, accurate financial reporting, compliance with applicable laws, rules and regulations, handling of company funds and assets, confidentiality and the process for reporting violations of the Code of Conduct, employee
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misconduct or other violations. Any waiver of the Code of Conduct with respect to any director or executive officer will be promptly disclosed and posted on our website. Amendments to the Code of Conduct must be approved by our Board of Directors and will be promptly disclosed and posted on our website.
The Code of Conduct is publicly available on our website at https://www.ardaghmetalpackaging.com/investors/corporate-governance/governance-documents and in print to any shareholder who requests a copy. The contents of the website are not incorporated by reference into this document.
Corporate Governance Guidelines
Our Board of Directors has adopted corporate governance guidelines that serve as a framework within which our Board of Directors and its committees operate. These guidelines cover a number of areas including the composition of the board, board membership criteria and director qualifications, director responsibilities, board agenda, roles of the chair of the board and the chief executive officer, meetings of independent directors, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. Our Nominating and Governance Committee reviews our corporate governance guidelines periodically and, if necessary, recommends changes to our Board of Directors. Additionally, our Board of Directors has adopted independence standards as part of our corporate governance guidelines. A copy of our corporate governance guidelines is posted on our website at https://www.ardaghmetalpackaging.com/investors/corporate-governance/governance-documents. The contents of the website are not incorporated by reference into this document.
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SHAREHOLDER COMMUNICATIONS
Shareholders and interested parties may contact any of the Company’s directors, including the Chair, the independent directors as a group, the chair of any committee of the Board of Directors or any committee of the Board of Directors by writing to them as follows:
Ardagh Metal Packaging S.A.
56, rue Charles Martel
L-2134 Luxembourg, Luxembourg
Attn: Company Secretary
Concerns relating to accounting, internal controls or audit matters should be communicated to the Company through the Company Secretary and will be handled in accordance with the procedures established by the Audit Committee with respect to such matters.
PROPOSALS OF SHAREHOLDERS
Shareholders who together hold at least ten percent (10%) of the share capital and intend to have an item added to the agenda of the Annual General Meeting must comply with the requirements contained in article 19.2 of our Articles of Association. We reserve the right (subject to Luxembourg law) to reject, rule out of order or take other appropriate action with respect to any proposal or nomination that does not comply with these and other applicable requirements.
WHERE YOU CAN FIND MORE INFORMATION
The Company files annual and special reports and other information with the SEC. The Company’s SEC filings are available to the public on the SEC’s internet website at www.sec.gov. In addition, the Company’s SEC filings are also available to the public on the Company’s website, https://www.ardaghmetalpackaging.com/investors/sec-filings/all-sec-filings. Information contained on the Company’s website is not incorporated by reference into this document, and you should not consider information contained on that website as part of this document.
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Important Notice Regarding the Availability of Proxy Materials for the
2026 Annual General Meeting of Shareholders to be held on June 4, 2026
Information is now available regarding the 2026 annual general meeting of shareholders (the “Annual General Meeting”) at https://www.ardaghmetalpackaging.com/investors/corporate-governance/annual-general-meeting.
YOUR VOTE IS IMPORTANT. OUR BOARD OF DIRECTORS URGES YOU TO
VOTE BY MARKING, DATING, SIGNING AND RETURNING A PROXY CARD.
With respect to all of the proposals and matters considered at the Annual General Meeting, Ordinary Shares held through a broker or other intermediary will not be voted unless the beneficial owner provides the broker or other intermediary through which the Ordinary Shares are held with instructions on how such shares should be voted. We strongly encourage you to provide instructions to your broker or other intermediary to vote your Ordinary Shares and exercise your right as a shareholder.
If you wish to attend the Annual General Meeting in person, you must reserve your seat by June 2, 2026 by contacting our Assistant Company Secretary, Cindy Cooper, at +352 26 25 85 55 or cindy.cooper@ardaghgroup.com. Additional details regarding requirements for admission to the Annual General Meeting are described in the Proxy Statement under the heading “Who May Attend the Annual General Meeting?”
If you are a holder of record of our shares as at the Record Date, you will be admitted to the meeting upon presenting a form of photo identification. If you own Ordinary Shares beneficially through a bank, broker or otherwise, you will be admitted to the Annual General Meeting upon presenting a form of photo identification and proof of share ownership as at the Record Date; in order to vote at the Annual General Meeting you must bring a valid legal proxy signed by the record holder. A recent brokerage statement reflecting your ownership as at April 7, 2026 at 10:00 p.m. Luxembourg time, 4:00 p.m. EDT (the “Record Date”) or a letter from a bank or broker confirming your ownership as at the Record Date are examples of proof of share ownership for purposes of admission to the Annual General Meeting. If you are a holder of Ordinary Shares as at the Record Date, you will be entitled to vote at the Annual General Meeting or any adjournment or postponement thereof.
Regardless of whether or not you plan to attend the Annual General Meeting, please follow the instructions you received to authorize a proxy to vote your Ordinary Shares as soon as possible to ensure that your Ordinary Shares are represented at the Annual General Meeting. Any shareholder that decides to attend the Annual General Meeting in person may, if so desired, revoke the prior proxy by voting such person’s Ordinary Shares at the Annual General Meeting as further described in the Proxy Statement under the heading “What Is the Process for Voting and Revocation of Proxies?”
Luxembourg
April 30, 2026
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| 1UPX A Proposals — The Board of Directors of the Company recommends a vote FOR Proposals 1-8, including FOR all the nominees listed. 049JWD Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. 2026 Annual General Meeting Proxy Card Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q a) Oliver Graham, as a Class II Director until the 2029 annual general meeting of shareholders; b) Stefan Schellinger, as a Class II Director until the 2029 annual general meeting of shareholders; and c) Mark Porto, as a Class III Director until the 2027 annual general meeting of shareholders. For Against Abstain 3. Confirm the distribution of interim dividends approved by the Board of Directors of the Company during the year ended December 31, 2025 and approve carrying forward the result for the year ended December 31, 2025. 2. Consider the report of the statutory auditor (réviseur d’entreprises agréé) on the Company’s annual accounts for the year ended December 31, 2025 and approve the Company’s annual accounts for the year ended December 31, 2025. 1. Consider the management report of the Company and the report of the statutory auditor (réviseur d’entreprises agréé) on the Company’s consolidated financial statements for the year ended December 31, 2025 and approve the Company’s consolidated financial statements for the year ended December 31, 2025. 6. Re-elect two Class II Directors of the Company and elect one Class III Director of the Company: For Against Abstain For Against Abstain For Against Abstain For Against Abstain For Against Abstain 4. Ratify the appointment by the Board of Directors of the Company For Against Abstain on November 17, 2025 of Mark Porto as a Class III Director of the Company to fill a vacancy on the Board of Directors until the Annual General Meeting. 5. Grant discharge (quitus) to all members of the Board of Directors of the Company who were in office during the year ended December 31, 2025, for the proper performance of their duties. For Against Abstain For Against Abstain 8. Appoint PricewaterhouseCoopers Assurance, Société coopérative For Against Abstain as statutory auditor (réviseur d’entreprises agréé) of the Company for the period ending at the 2027 annual general meeting of shareholders. 7. Approve the aggregate amount of the directors’ remuneration for the year ending December 31, 2026. MMMMMMMMMMMM MMMMMMMMM 1234 5678 9012 345 686377 If no electronic voting, delete QR code and control # 000001MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ENDORSEMENT_LINE______________ SACKPACK_____________ MMMMMMMMMMMMMMM C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 2024 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND C 1234567890 J N T MMMMMMM You may vote online instead of mailing this card. Online Go to www.investorvote.com/AMBP or scan the QR code — login details are located in the shaded bar below. Your vote matters – here’s how to vote! Votes submitted electronically must be received by 5:59 a.m. Luxembourg time, on June 2, 2026, 11:59 p.m. EDT, on June 1, 2026. Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/AMBP |
| Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/AMBP This proxy is solicited by the Board of Directors of the Company for use at Ardagh Metal Packaging S.A.’s Annual General Meeting of Shareholders on June 4, 2026 or any postponement(s) or adjournment(s) thereof. The undersigned, having read the Convening Notice and Proxy Statement, dated April 30, 2026, receipt of which is acknowledged hereby, does hereby appoint Herman Troskie, Yves Elsen, Oliver Graham, Mark Porto and Stefan Schellinger, and each of them, proxies and attorneys-in-fact, each with full power of substitution, for and in the name of the undersigned, to vote and act at the Annual General Meeting of the Shareholders (the “Annual General Meeting”) of Ardagh Metal Packaging S.A. (the “Company”) to be held at 12:00 p.m. Luxembourg time, on June 4, 2026 at the Company’s registered office, 56, rue Charles Martel, L-2134 Luxembourg, Luxembourg, and at any postponement(s) or adjournment(s) thereof, with respect to all of the ordinary shares of the undersigned, standing in the name of the undersigned or with respect to which the undersigned is entitled to vote or act at the Annual General Meeting, with all of the powers that the undersigned would possess if personally present and acting as set forth on the reverse side hereof. This proxy, when properly executed and returned in a timely manner, will be voted in the manner directed on the reverse side hereof. If you submit a proxy but do not direct how your shares will be voted, the individuals named as proxies will vote your shares “FOR” the election of each of the nominees for director and “FOR” each of the other proposals identified herein. It is not expected that any other matters will be brought before the Annual General Meeting. If, however, other matters are properly presented, the individuals named as proxies will vote in accordance with their discretion with respect to such matters. (Items to be voted appear on reverse side) Proxy - Ardagh Metal Packaging S.A. C Non-Voting Items q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q Change of Address — Please print new address below. Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Shareholders to be held on June 4, 2026: Information is now available regarding the 2026 Annual General Meeting of Shareholders at https://www.ardaghmetalpackaging.com/investors/corporate-governance/annual-general-meeting |
| 1UPX A Proposals — The Board of Directors of the Company recommends a vote FOR Proposals 1-8, including FOR all the nominees listed. 049JXD Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. 2026 Annual General Meeting Proxy Card Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q a) Oliver Graham, as a Class II Director until the 2029 annual general meeting of shareholders; b) Stefan Schellinger, as a Class II Director until the 2029 annual general meeting of shareholders; and c) Mark Porto, as a Class III Director until the 2027 annual general meeting of shareholders. For Against Abstain 3. Confirm the distribution of interim dividends approved by the Board of Directors of the Company during the year ended December 31, 2025 and approve carrying forward the result for the year ended December 31, 2025. 2. Consider the report of the statutory auditor (réviseur d’entreprises agréé) on the Company’s annual accounts for the year ended December 31, 2025 and approve the Company’s annual accounts for the year ended December 31, 2025. 1. Consider the management report of the Company and the report of the statutory auditor (réviseur d’entreprises agréé) on the Company’s consolidated financial statements for the year ended December 31, 2025 and approve the Company’s consolidated financial statements for the year ended December 31, 2025. 6. Re-elect two Class II Directors of the Company and elect one Class III Director of the Company: For Against Abstain For Against Abstain For Against Abstain For Against Abstain For Against Abstain 4. Ratify the appointment by the Board of Directors of the Company For Against Abstain on November 17, 2025 of Mark Porto as a Class III Director of the Company to fill a vacancy on the Board of Directors until the Annual General Meeting. 5. Grant discharge (quitus) to all members of the Board of Directors of the Company who were in office during the year ended December 31, 2025, for the proper performance of their duties. For Against Abstain For Against Abstain 8. Appoint PricewaterhouseCoopers Assurance, Société coopérative For Against Abstain as statutory auditor (réviseur d’entreprises agréé) of the Company for the period ending at the 2027 annual general meeting of shareholders. 7. Approve the aggregate amount of the directors’ remuneration for the year ending December 31, 2026. MMMMMMMMMMMM MMMMMMMMM 686377 2024 |
| This proxy is solicited by the Board of Directors of the Company for use at Ardagh Metal Packaging S.A.’s Annual General Meeting of Shareholders on June 4, 2026 or any postponement(s) or adjournment(s) thereof. The undersigned, having read the Convening Notice and Proxy Statement, dated April 30, 2026, receipt of which is acknowledged hereby, does hereby appoint Herman Troskie, Yves Elsen, Oliver Graham, Mark Porto and Stefan Schellinger, and each of them, proxies and attorneys-in-fact, each with full power of substitution, for and in the name of the undersigned, to vote and act at the Annual General Meeting of the Shareholders (the “Annual General Meeting”) of Ardagh Metal Packaging S.A. (the “Company”) to be held at 12:00 p.m. Luxembourg time, on June 4, 2026 at the Company’s registered office, 56, rue Charles Martel, L-2134 Luxembourg, Luxembourg, and at any postponement(s) or adjournment(s) thereof, with respect to all of the ordinary shares of the undersigned, standing in the name of the undersigned or with respect to which the undersigned is entitled to vote or act at the Annual General Meeting, with all of the powers that the undersigned would possess if personally present and acting as set forth on the reverse side hereof. This proxy, when properly executed and returned in a timely manner, will be voted in the manner directed on the reverse side hereof. If you submit a proxy but do not direct how your shares will be voted, the individuals named as proxies will vote your shares “FOR” the election of each of the nominees for director and “FOR” each of the other proposals identified herein. It is not expected that any other matters will be brought before the Annual General Meeting. If, however, other matters are properly presented, the individuals named as proxies will vote in accordance with their discretion with respect to such matters. (Items to be voted appear on reverse side) Proxy - Ardagh Metal Packaging S.A. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Shareholders to be held on June 4, 2026: Information is now available regarding the 2026 Annual General Meeting of Shareholders at https://www.ardaghmetalpackaging.com/investors/corporate-governance/annual-general-meeting |
Table of Contents
Exhibit 99.2
Ardagh Metal Packaging S.A.
Consolidated financial statements for the year ended 31 December 2025
Table of Contents
TABLE OF CONTENTS
Consolidated financial statements for the year ended 31 December 2025
Management Report | 2 |
| |
Consolidated Financial Statements | |
| |
- Audit Report to the Shareholders of Ardagh Metal Packaging S.A. | 17 |
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- Consolidated Income Statement for the year ended 31 December 2025 | 24 |
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- Consolidated Statement of Comprehensive Income for the year ended 31 December 2025 | 25 |
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- Consolidated Statement of Financial Position at 31 December 2025 | 26 |
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- Consolidated Statement of Changes in Equity for the year ended 31 December 2025 | 27 |
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- Consolidated Statement of Cash Flows for the year ended 31 December 2025 | 28 |
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- Notes to the Consolidated Financial Statements | 29 |
1
Table of Contents
Management Report
2
Table of Contents
SUMMARY INFORMATION
Ardagh Metal Packaging S.A. (the “Company” or “AMPSA”) was incorporated in Luxembourg on 20 January 2021. The Company’s registered office is 56, rue Charles Martel, L-2134 Luxembourg, Luxembourg.
On 13 November 2025, the Company announced that on 12 November 2025, Ardagh Group S.A. (“AGSA”) reported that it had completed a comprehensive recapitalisation transaction in respect of certain debt of AGSA and its affiliates (the “Transaction”). As part of the Transaction, a debt-for-equity swap was effected pursuant to which certain holders of AGSA’s and its affiliates’ indebtedness acquired indirect ownership of AGSA through Ardagh Holdings S.A. (formerly Yeoman Capital S.A.). Following completion of the Transaction, the ultimate parent of the Company is Ardagh Holdings S.A., a company registered in Luxembourg (together with its subsidiaries other than AMPSA and its subsidiaries, the “Ardagh Group”), which indirectly owns approximately 76% of the issued ordinary shares of the Company. The Ardagh Group capital structure is separate and distinct from AMPSA’s capital structure.
The Transaction had no impact on the listing of AMPSA’s shares or the capital structure of AMPSA or its subsidiaries and AMPSA has remained a subsidiary of the Ardagh Group under the terms of the Transaction.
The Company is an independent, pure-play metal beverage can company, whose ordinary shares are listed on the New York Stock Exchange under the ticker symbol “AMBP.” The Company and its subsidiaries (together, the “Group”) are a leading supplier of metal beverage cans globally, with a particular focus on the Americas and Europe. The Group supplies sustainable and infinitely recyclable metal packaging to a diversified customer base of leading global, regional and national beverage producers. The Group continues to strengthen its position as leader in the packaging solutions industry, its core business, through implementation of its strategic objectives. AMPSA operates 23 production facilities in Europe and the Americas, and employs approximately 6,500 people.
The Group does not have any operations within Russia or Ukraine and continues to monitor and comply with the various sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the European Union, the United Kingdom and the United Nations Security Committee that have been imposed on the Russian government and certain Russian entities and individuals.
These audited consolidated financial statements reflect the consolidation of the legal entities forming the Group for the periods presented. The principal operating subsidiaries forming the Group are listed in Note 26 – Related party transactions and information to the audited consolidated financial statements.
As used herein, “we”, “our” and “us” refer to Ardagh Metal Packaging S.A. and its consolidated subsidiaries, unless the context requires otherwise.
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SELECTED FINANCIAL INFORMATION
The following discussion should be read in conjunction with, and qualified in its entirety by, reference to the audited consolidated financial statements for the year ended 31 December 2025, including the notes thereto included in these consolidated financial statements.
Some of the measures used in this report are not measurements of financial performance under IFRS® Accounting Standards and should not be considered an alternative to cash flow from operating activities as a measure of liquidity or an alternative to operating loss for the year as indicators of our operating performance or any other measures of performance derived in accordance with IFRS Accounting Standards.
The following table sets forth summary consolidated financial information for the Group.
| | Year ended 31 December | | ||
Income Statement Data | | 2025 | | 2024 | |
| | (in $ millions except margins and ratios) | | ||
Revenue | | 5,497 | | 4,908 | |
| | | | | |
Adjusted EBITDA (1) |
| 739 |
| 672 | |
Depreciation and amortisation |
| (463) |
| (449) | |
Exceptional operating items (2) | | (32) | | (21) | |
Net finance expense (3) | | (240) | | (192) | |
Profit before tax | | 4 | | 10 | |
Income tax credit/(charge) | | 7 | | (13) | |
Profit/(loss) after tax | | 11 | | (3) | |
| | | | | |
Other data | | | | | |
Adjusted EBITDA margin (1) | | 13.4% | | 13.7% | |
Interest expense (4) | | (158) | | (140) | |
Maintenance capital expenditure (5) | | (121) | | (111) | |
Growth investment capital expenditure (5) | | (63) | | (68) | |
| | | | | |
Balance Sheet Data (at year end) | | | | | |
Cash, cash equivalents and restricted cash (6) | | 522 | | 610 | |
Working capital (7) | | (299) | | (292) | |
Total assets | | 5,679 | | 5,462 | |
Total equity | | (675) | | (136) | |
Net borrowings (8) | | (4,419) | | (3,902) | |
Net debt (9) | | (3,900) | | (3,305) | |
Ratio of net debt to Adjusted EBITDA (1) (9) (10) | | 5.3x | | 4.9x | |
All footnotes are on page 8 of this document.
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OPERATING AND FINANCIAL PERFORMANCE REVIEW
Operating Results
Business Drivers
The main factors affecting our results of operations for the Group are: (i) global economic trends, end-consumer demand for our products and production capacity of our production facilities; (ii) prices of energy and raw materials used in our business, primarily aluminium and coatings, and our ability to pass through these and other cost increases to our customers, through contractual pass through mechanisms under multi-year contracts, or through renegotiation in the case of short-term contracts; (iii) investment in capacity expansion and operating cost reductions; and (iv) foreign exchange rate fluctuations and currency translation risks arising from various currency exposures, primarily with respect to the euro, U.S. dollar, British pound and Brazilian real.
We generate our revenue from supplying metal can packaging to the beverage end-use category. Revenue is primarily dependent on sales volumes and sales prices. While we currently believe the recently implemented and additional proposed changes to tariffs are likely to have a minimal impact on the results of the Group’s operations, management continues to closely monitor the evolving environment and the potential impact on the Group.
Sales volumes are influenced by a number of factors, including factors driving customer demand, seasonality and the capacity of our metal beverage packaging plants. Demand for our metal beverage cans may be influenced by trends in the consumption of beverages, industry trends in packaging, including customer marketing and pricing decisions, and the impact of environmental regulations and shifts in consumer sentiment towards a greater awareness of sustainability. The demand for our beverage products is strongest during spells of warm weather and therefore demand typically, based on historical trends, peaks during the summer months, as well as in the period leading up to holidays in December. Accordingly, we generally build inventories in the first and fourth quarters in anticipation of the seasonal demands in our beverage business.
Our Adjusted EBITDA is based on revenue derived from selling our metal beverage cans and is affected by a number of factors, including cost of sales, and sales, marketing and administrative expenses. The elements of our cost of sales include (i) variable costs, such as energy, raw materials (including the cost of aluminium), packaging materials, decoration and freight and other distribution costs, and (ii) fixed costs, such as labour and other plant-related costs including depreciation and maintenance. Sales contracts generally provide for the pass through of metal and energy price fluctuations as well as a mechanism for the recovery of other input cost inflation. Our variable costs have typically constituted approximately 75% and fixed costs approximately 25% of the total cost of sales for our business.
| | Year ended 31 December | | ||
| | 2025 | | 2024 | |
| | (in $ millions, except percentages) | | ||
Revenue | | | | | |
Europe |
| 2,307 | | 2,161 | |
Americas | | 3,190 | | 2,747 | |
Total Revenue |
| 5,497 | | 4,908 | |
|
| | | | |
Adjusted EBITDA |
| | | | |
Europe | | 272 | | 257 | |
Americas | | 467 | | 415 | |
Total Adjusted EBITDA | | 739 | | 672 | |
| | | | | |
Adjusted EBITDA Margin |
| | | | |
Europe | | 11.8% | | 11.9% | |
Americas | | 14.6% | | 15.1% | |
Total Adjusted EBITDA Margin | | 13.4% | | 13.7% | |
| | | | | |
All footnotes are on page 8 of this document.
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Bridge of 2024 to 2025 Revenue
| | | | | | | |
| | Europe | | Americas | | Group | |
| | $'m | | $'m | | $'m | |
Revenue 2024 | | 2,161 | | 2,747 | | 4,908 | |
Organic | | 72 | | 443 | | 515 | |
FX translation | | 74 | | — | | 74 | |
Revenue 2025 | | 2,307 | | 3,190 | | 5,497 | |
| | | | | | | |
Bridge of 2024 to 2025 Adjusted EBITDA
| | | | | | | |
| | Europe | | Americas | | Group | |
| | $'m | | $'m | | $'m | |
Adjusted EBITDA 2024 | | 257 | | 415 | | 672 | |
Organic | | 5 | | 52 | | 57 | |
FX translation | | 10 | | — | | 10 | |
Adjusted EBITDA 2025 | | 272 | | 467 | | 739 | |
| | | | | | | |
Review of the Year
Revenue
Revenue in the year ended 31 December 2025 increased by $589 million, or 12%, to $5,497 million, compared with $4,908 million in the year ended 31 December 2024. The increase, excluding favourable foreign currency translation effects of $74 million, primarily reflects the pass through of higher input costs to customers and favourable volume/mix effects.
Europe. Revenue increased by $146 million, or 7%, to $2,307 million for the year ended 31 December 2025, compared with $2,161 million in the year ended 31 December 2024. The increase in revenue, excluding favourable foreign currency translation effects of $74 million, was principally due to the pass through of higher input costs to customers and favourable volume/mix effects.
Americas. Revenue increased by $443 million, or 16%, to $3,190 million for the year ended 31 December 2025, compared with $2,747 million in the year ended 31 December 2024. The increase in revenue was primarily driven by the pass through of higher input costs to customers and favourable volume/mix effects.
Adjusted EBITDA
Adjusted EBITDA increased by $67 million, or 10%, to $739 million in the year ended 31 December 2025, compared with $672 million in the year ended 31 December 2024. The increase, excluding favourable foreign currency translation effects of $10 million was principally due to favourable volume/mix effects and lower operations and overhead costs, partly offset by lower input cost recovery.
Europe. Adjusted EBITDA increased by $15 million, or 6%, to $272 million for the year ended 31 December 2025, compared with $257 million in the year ended 31 December 2024. The increase in Adjusted EBITDA was principally due to lower operations and overhead costs, and favourable volume/mix effects, partly offset by lower input cost recovery.
Americas. Adjusted EBITDA increased by $52 million, or 13%, to $467 million for the year ended 31 December 2025, compared with $415 million in the year ended 31 December 2024. The increase was primarily driven by favourable volume/mix effects, partly offset by higher operations and overhead costs and lower input cost recovery.
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Financing Activity
On 1 December 2025, the Group issued €570 million 5.000% Senior Secured Green Notes due 2031 and $620 million 6.250% Senior Secured Green Notes due 2031. Net proceeds from the issue of these notes were used to (i) redeem the Group’s 6.000% Senior Secured Green Notes due 2027, (ii) repay the Senior Secured Term Loan, (iii) pay the applicable redemption premiums and accrued interest in accordance with their terms, (iv) redeem the Preferred Shares (see note 18 – Equity share capital and share premium, included in these consolidated financial statements), and (v) terminate the Group’s cross currency interest rate swaps (“CCIRS”) scheduled to mature in June 2026.
The Bradesco Facility expired on 30 September 2025 in accordance with the contractual terms having remained undrawn at that date and on 12 November 2025, an amended Bradesco Facility (the “Amended Bradesco Facility”) took effect maturing on 30 October 2026. The Amended Bradesco Facility contains similar terms as the Bradesco Facility in respect of the security to be provided in the event the facility is drawn.
The decrease in lease obligations from $374 million at 31 December 2024 to $368 million at 31 December 2025, primarily reflects $111 million of principal repayments and $2 million of lease disposals, partly offset by $97 million of new lease liabilities and $10 million of foreign currency movements during the year ended 31 December 2025.
At 31 December 2025, the Group had no cash drawings on the Global Asset Based Loan facility, with $351 million of the total facility of $415 million available due to amounts allocated for working capital collateralisation.
Events subsequent to the reporting period
On 21 April 2026, the Board approved an interim dividend of $0.10 per ordinary share. The interim cash dividend will be paid on 25 June 2026 to shareholders of record on 11 June 2026.
In December 2022, Ardagh Metal Packaging USA Corp., a subsidiary of AMPSA, filed a lawsuit in the United States District Court for the Northern District of Illinois, against its customer, American Craft Brewery, a subsidiary of The Boston Beer Company, Inc. (“Boston Beer”), for breach of contract in respect of minimum volume purchase requirements. The litigation progressed to trial during the period and on 6 April 2026, the Court entered a jury verdict awarding damages of approximately $175 million, plus pre-judgment interest if assessed, to the Group, subject to any post-trial motions.
On 24 February 2026, the Board approved an interim dividend of $0.10 per ordinary share. The interim dividend was paid on 26 March 2026, to shareholders of record on 12 March 2026.
On 29 January 2026, the Group signed an amendment agreement to increase the Global Asset Based Loan facility to $450 million and to extend the maturity to 29 January 2031.
Elizabeth Marcellino intends to step down from the Board and will not stand for re-election as a director of the Company at the 2026 annual general meeting of shareholders of the Company.
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Footnotes to the Selected Financial Information
(1) | Adjusted EBITDA consists of profit or loss for the year before income tax charge or credit, net finance expense or income, depreciation and amortisation and exceptional operating items. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by revenue. We use Adjusted EBITDA and Adjusted EBITDA margin to evaluate and assess our segment performance. Adjusted EBITDA and Adjusted EBITDA margin is presented because we believe that it is frequently used by securities analysts, investors and other interested parties in evaluating companies in the packaging industry. However, other companies may calculate Adjusted EBITDA and Adjusted EBITDA margin in a manner different from ours. Adjusted EBITDA and Adjusted EBITDA margin is not a measure of financial performance under IFRS Accounting Standards and should not be considered an alternative to profit or loss as indicators of operating performance or any other measures of performance derived in accordance with IFRS Accounting Standards. |
| |
(2) | Exceptional operating items are shown on a number of different lines in the Consolidated Income Statement, as referred to in Note 5 – Exceptional items to the audited consolidated financial statements. |
| |
(3) | Includes exceptional finance income and expense. |
| |
(4) | Interest expense is the interest on the Senior Facilities for the years ended 31 December 2025 and 2024 as set out in Note 6 – Net finance expense to the audited consolidated financial statements. |
| |
(5) | Capital expenditure is the sum of purchase of property, plant and equipment and software and other intangibles, net of proceeds from disposal of property, plant and equipment, as per the Consolidated Statement of Cash Flows. |
| |
(6) | Cash, cash equivalents and restricted cash include short term bank deposits and restricted cash as per Note 17 – Cash, cash equivalents and restricted cash to the audited consolidated financial statements. |
| |
(7) | Working capital is comprised of inventories, trade and other receivables, contract assets, current income tax receivable, trade and other payables, current income tax payable and current provisions. Other companies may calculate working capital in a manner different to ours. |
| |
(8) | Net borrowings comprise non-current and current borrowings, net of deferred debt issue costs. |
| |
(9) | Net debt is comprised of net borrowings and derivative financial instruments used to hedge foreign currency and interest rate risk, net of cash, cash equivalents and restricted cash. |
| |
(10) | Net debt to Adjusted EBITDA ratio for the year ended 31 December 2025 of 5.3x, is based on net debt at 31 December 2025 of $3,900 million and Adjusted EBITDA for the year ended 31 December 2025 of $739 million. Net debt to Adjusted EBITDA ratio for the year ended 31 December 2024 of 4.9x, is based on net debt at 31 December 2024 of $3,305 million and Adjusted EBITDA for the year ended 31 December 2024 of $672 million. |
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DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
Board of Directors
The following table sets forth certain information with respect to members of the Board of directors of Ardagh Metal Packaging S.A. (the “Board”) as of 21 April 2026, the approval date of these consolidated financial statements.
Name | | | Age | | Position | | Expiration of current directorship term | | Independent |
Herman Troskie | | | 55 | | Chair | | 2028 | | |
Oliver Graham | | | 58 | | Chief Executive Officer and Director | | 2026 | | |
Stefan Schellinger | | | 55 | | Chief Financial Officer and Director | | 2026 | | |
Mark Porto | | | 59 | | Director | | 2026 | | |
Abigail Blunt | | | 64 | | Non-Executive Director | | 2027 | | ☒ |
Yves Elsen | | | 68 | | Non-Executive Director | | 2028 | | ☒ |
Elizabeth Marcellino | | | 68 | | Non-Executive Director | | 2026 | | ☒ |
Damien O’Brien | | | 70 | | Non-Executive Director | | 2028 | | ☒ |
The Rt. Hon. the Lord Hammond of Runnymede | | | 70 | | Non-Executive Director | | 2027 | | ☒ |
Committees of the Board
The Board has five standing committees: an audit committee (“Audit Committee”), a compensation committee (“Compensation Committee”), a nominating and governance committee (“Nominating and Governance Committee”), a sustainability committee (“Sustainability Committee”) and a Finance Committee (“Finance Committee”). The members of each committee are appointed by the Board and serve until their successors are elected and qualified, unless they are earlier removed or they resign. Each of the committees report to the Board as it deems appropriate and as the Board may request. The composition, duties and responsibilities of the five standing committees are set forth below. In the future, our Board may establish other committees, as it deems appropriate, to assist it with its responsibilities.
Audit Committee
In 2025, five meetings of the Audit Committee were held, with an attendance rate of 100%. Our Audit Committee consists of Damien O’Brien, Abigail Blunt, Yves Elsen, Elizabeth Marcellino and The Rt. Hon. the Lord Hammond of Runnymede, with Damien O’Brien serving as the chair of the Audit Committee. All of our Audit Committee members are independent directors, in accordance with the New York Stock Exchange (“NYSE”) Standards and the U.S. Securities and Exchange Commission (“SEC”) requirements.
Our Audit Committee, among other matters, oversees (1) our financial reporting, auditing and internal control activities; (2) the integrity and audits of our financial statements; (3) our compliance with legal and regulatory requirements; (4) the qualifications and independence of our independent auditors; (5) the performance of our internal audit function and independent auditors; and (6) our overall risk exposure and management. Duties of the Audit Committee include the following:
•annually review and assess the adequacy of the Audit Committee charter and review the performance of the Audit Committee;
• | be responsible for recommending the appointment, retention and termination of our independent auditors and determine the compensation of our independent auditors; |
•review the plans and results of the audit engagement with the independent auditors;
•evaluate the qualifications, performance and independence of our independent auditors;
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• | have authority to approve in advance all audit and non audit services by our independent auditors, the scope and terms thereof and the fees therefor; |
•review the adequacy of our internal accounting controls;
• | ensure the Company maintains a robust risk management function, including with respect to cybersecurity, information technology and information security risks and the related activities undertaken by the Company to monitor, control and mitigate such risks; and |
• | meet at least quarterly with our executive officers, internal audit staff and our independent auditors in separate executive sessions. |
The Audit Committee has the power to investigate any matter brought to its attention within the scope of its duties and to retain counsel for this purpose where appropriate. Each of the Audit Committee members meets the financial literacy requirements of the NYSE listing standards and the Board has determined that Damien O’Brien qualifies as an “audit committee financial expert,” as defined in the rules of the SEC. The designation does not impose on the Audit Committee Financial Expert any duties, obligations or liabilities that are greater than those generally imposed on members of our Audit Committee and the Board.
The Board has adopted a written charter for the Audit Committee, which is available on our corporate website at https://www.ardaghmetalpackaging.com/investors/corporate-governance.
Compensation Committee
In 2025, three meetings of the Compensation Committee were held, with an attendance rate of 100%. Our Compensation Committee consists of Herman Troskie, Damien O’Brien and Mark Porto, with Herman Troskie serving as the chair of the Compensation Committee. Paul Coulson resigned from the Compensation Committee in connection with his resignation as a director of the Company in November 2025. As we are a controlled company as defined under NYSE Standards, our Compensation Committee is not required to be composed entirely of independent directors, although if such rules change in the future or we no longer meet the definition of a controlled company under the current rules, we will adjust the composition of the Compensation Committee accordingly in order to ensure compliance with such rules.
The Compensation Committee has the sole authority to retain, and terminate, any compensation consultant to assist in the evaluation of employee compensation and to approve the consultant’s fees and the other terms and conditions of the consultant’s retention. The Compensation Committee, among other matters:
| ● | at the request of the Board, reviews and makes recommendations to the Board relating to management succession planning; |
| ● | administers, reviews and makes recommendations to the Board regarding our compensation plans; |
| ● | reviews and approves our corporate goals and objectives with respect to compensation for executive officers and, evaluates each executive officer’s performance in light of such goals and objectives to set his or her annual compensation, including salary, bonus and equity and non-equity incentive compensation, subject to approval by the Board; and |
| ● | provides oversight of management’s decisions regarding the performance, evaluation and compensation of other officers. |
The Board has adopted a written charter for the Compensation Committee, which is available on our corporate website at https://www.ardaghmetalpackaging.com/investors/corporate-governance.
Nominating and Governance Committee
In 2025, five meetings of the Nominating and Governance Committee were held, with an attendance rate of 100%. Our Nominating and Governance Committee consists of Herman Troskie, Yves Elsen, Damien O’Brien and Mark Porto, with Herman Troskie serving as the chair of the Nominating and Governance Committee. Paul Coulson resigned from the
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Nominating and Governance Committee in conjunction with his resignation as a director of the Company in November 2025. As we are a controlled company as defined under NYSE Standards, our Nominating and Governance Committee is not required to be composed entirely of independent directors, although if such rules change in the future or we no longer meet the definition of a controlled company under the current rules, we will adjust the composition of our Nominating and Governance Committee accordingly in order to ensure compliance with such rules. The Nominating and Governance Committee, among other matters:
| ● | selects and recommends to the Board nominees for election by the shareholders or appointment by the Board; |
| ● | annually reviews with the Board the composition of the Board with regards to characteristics such as independence, knowledge, skills, experience and diversity of the Board members; |
| ● | makes recommendations on the frequency and structure of board meetings and monitor the functioning of the committees of the Board; |
| ● | develops and recommends to the Board a set of corporate governance guidelines applicable to us and periodically reviews such guidelines and recommends changes to the Board for approval as necessary; and |
| ● | oversees the annual self-evaluation of the Board. |
The Board has adopted a written charter for the Nominating and Governance Committee, which is available on our corporate website at https://www.ardaghmetalpackaging.com/investors/corporate-governance.
Sustainability Committee
In 2025, four meetings of the Sustainability Committee were held with an attendance rate of 100%. Our Sustainability Committee consists of Oliver Graham, Abigail Blunt, Elizabeth Marcellino, Til Ruhnke and Stefan Schellinger, with Oliver Graham serving as the chair of the Sustainability Committee. The Sustainability Committee, among other matters:
| ● | assists the Board in fulfilling its oversight responsibility for the Company’s environmental and social sustainability objectives; |
| ● | makes recommendations to the Board relating to environmental and social sustainability matters; |
| ● | develops and oversees the implementation of a sustainability strategy; and |
| ● | advises the Board periodically with regard to current and emerging environmental and social sustainability developments. |
The Board has adopted a written charter for the Sustainability Committee, which is available on our corporate website at https://www.ardaghmetalpackaging.com/investors/corporate-governance.
Finance Committee
Our Finance Committee consists of Herman Troskie, Oliver Graham, Cormac Maguire, Mark Porto and Stefan Schellinger, with Herman Troskie serving as the chair of the Finance Committee. The Finance Committee, among other matters,
| ● | reviews and monitors the capital structure, financial policies and treasury function of the Company and makes recommendations to the Board in relation thereto; and |
| ● | reviews and recommends to the Board whether to approve financing agreements or arrangements, including plans to issue, incur, amend, repurchase, redeem or repay, as applicable, indebtedness. |
The Board has adopted a written charter for the Finance Committee, which is available on our corporate website at https://www.ardaghmetalpackaging.com/investors/corporate-governance.
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Key Management Compensation
The aggregate amount of compensation our key management (including any executive directors) received from the Group for service as key management for the year ended 31 December 2025 was $8 million. In addition, subsidiaries of the Ardagh Group, which do not form part of the Group, incurred transaction-related and other compensation for key management during the year of $nil. An aggregate of approximately $nil has been set aside or accrued for the year ended 31 December 2025 to provide pension, retirement or similar benefits to our key management (including any executive directors). See “Note 26 - Related party transactions and information” to the audited consolidated financial statements.
Luxembourg Trade Register Number (Registre de Commerce et des Sociétés)
B 251465
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STATEMENT OF DIRECTORS’ RESPONSIBILITIES FOR CONSOLIDATED FINANCIAL STATEMENTS
The directors are responsible for preparing the consolidated financial statements in accordance with applicable law and regulations.
The consolidated financial statements are required by law to give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
| ● | select suitable accounting policies and then apply them consistently; |
| ● | make judgments and estimates that are reasonable and prudent; |
| ● | state that the consolidated financial statements comply with IFRS Accounting Standards as adopted by the EU; and |
| ● | prepare the consolidated financial statements on a going concern basis unless it is inappropriate to presume that the Group will continue in business. |
The directors confirm that they have complied with the above requirements in preparing the consolidated financial statements.
The directors are responsible for keeping proper books of account that disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the consolidated financial statements comply with Luxembourg Law. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK
The Group’s activities expose it to a variety of financial risks: capital structure risk, interest rate risk, currency exchange risk, commodity price risk, credit risk and liquidity risk.
Capital structure risk
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern and provide returns to its shareholders. The Group funds its operations primarily from the following sources of capital: borrowings, cash flows and shareholders’ capital. The Group aims to achieve a capital structure that results in an appropriate cost of capital to accommodate material investments or acquisitions, while providing flexibility in short and medium term funding. The Group also aims to maintain a strong statement of financial position and to provide continuity of financing by having a range of maturities and borrowing from a variety of sources.
The Group’s overall treasury objectives are to ensure sufficient funds are available for the Group to carry out its strategy and to manage certain financial risks to which the Group is exposed, details of which are provided below. The Finance Committee of the Board (the “Finance Committee”) reviews and monitors the capital structure, financial policies and treasury function in addition to advising the Board on whether to approve financing agreements or arrangements.
Financial risks are managed on the advice of Group Treasury and senior management in conjunction with the Finance Committee. The Group does not permit the use of treasury instruments for speculative purposes, under any circumstances. Group Treasury regularly reviews the level of cash and debt facilities required to fund the Group’s activities, plans for repayment and refinancing of debt, and identifies an appropriate amount of headroom to provide a reserve against unexpected funding requirements.
The Group’s long-term liquidity needs primarily relate to the servicing of its debt obligations. Management expect to satisfy the Group’s future long-term liquidity needs through a combination of cash flow generated from operations and, where appropriate, to raise additional financing and to refinance the Group’s debt obligations in advance of their respective maturity. The Group generates substantial cash flow from operations on an annual basis. The Group had $522 million in cash, cash equivalents and restricted cash at 31 December 2025 (2024: $610 million), as well as available but undrawn liquidity of $442 million (2024: $353 million) under its credit facilities.
Additionally, financial instruments, including derivative financial instruments, are used to hedge exposure to interest rate, currency exchange risk and commodity price risk.
One of the Group’s key metrics is the ratio of consolidated external net debt as a multiple of Adjusted EBITDA. As at 31 December 2025 the ratio was 5.3x (2024: 4.9x).
Interest rate risk
At 31 December 2025, the interest on the Group’s senior facilities was 100% (2024: 92%) fixed, with a weighted average interest rate of 4.0% (2024: 4.1%). As a result, movements in market interest rates would not have a material impact on either profit or loss, or shareholders’ equity
Currency exchange risk
The Group presents its consolidated financial statements in U.S. dollar. The functional currency of the Company is euro.
At 31 December 2025, the Group operated 23 production facilities in 9 countries, across three continents and its main currency exposure in the year then ended, from the euro functional currency, was in relation to the U.S. dollar, British pound and Brazilian real. Currency exchange risk arises from future commercial transactions and recognised assets and liabilities.
As a result of the consolidated financial statements being presented in U.S. dollar, the Group’s results are also impacted by fluctuations in the U.S. dollar exchange rate versus the euro.
The Group has a limited level of transactional currency exposure arising from sales or purchases by operating units in currencies other than their functional currencies.
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The Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk. Currency exposure arising from the net assets of the Group’s foreign operations is managed primarily through borrowings and swaps denominated in the Group’s principal foreign currencies.
Fluctuations in the value of these currencies with respect to the euro functional currency may have a significant impact on the Group’s financial condition and results of operations. The Group believes that a strengthening of the functional currency euro exchange rate by 1% against all other foreign currencies from the 31 December 2025 rate would decrease shareholders’ equity by approximately $1 million (2024: $4 million decrease).
Commodity price risk
The Group is exposed to changes in prices of energy and its main raw materials, primarily aluminium. Aluminium is traded daily as a commodity on the London Metal Exchange, which has historically been subject to significant price volatility. Because aluminium is priced in U.S. dollar, fluctuations in the U.S. dollar/euro rate also affect the euro cost of aluminium. Furthermore, the relative price of oil and its by-products may impact our business, affecting our transport, lacquer and ink costs.
Our preferred commodity price risk management mechanism is the use of pass through provisions in our sales contracts. Where we do not have such pass through provisions, we use fixed price supply or derivative agreements to manage commodity price risk. We depend on an active liquid market and available credit lines with suppliers and banks to cover this risk. Our risk management practices are dependent on robust hedging policies and procedures.
Energy price has been exposed to increased volatility in recent years. Where energy pass through provisions in our contracts do not exist, the Group’s policy is to purchase natural gas and electricity by entering into forward price-fixing arrangements with suppliers for the majority of our anticipated requirements for the year ahead and certain of our requirements beyond one year. Such contracts are used exclusively to obtain delivery of the Group’s anticipated energy supplies. The Group does not trade nor look to profit from such activities. The Group avails of the own use exemption and, therefore, these contracts are treated as executory contracts. Any natural gas and electricity which is not purchased under forward price-fixing arrangements is purchased under index tracking contracts or at spot prices. Where entering forward price-fixing arrangements with suppliers is not practical, the Group may use derivative contracts with counterparty banks to cover the risk.
Increasing raw material costs over time has the potential, if customers are unable to pass on price increases, to reduce sales volume and could therefore have a significant impact on our business. We are also exposed to possible interruptions of supply of aluminium or other raw materials and any inability to purchase raw materials could negatively impact our operations.
Credit risk
Credit risk arises from derivative contracts, cash and deposits held with banks and financial institutions, as well as credit exposures to the customers of the Group, including outstanding receivables. The policy of the Group is to invest excess liquidity, only with recognised and reputable financial institutions. For banks and financial institutions, only independently rated parties with a minimum rating of “BBB+” from at least two credit rating agencies are accepted, where possible. The credit ratings of banks and financial institutions are monitored to ensure compliance with Group policy. Risk of default is controlled within a policy framework of dealing with high quality institutions and by limiting the amount of credit exposure to any one bank or institution.
The Group’s policy is to extend credit to customers of good credit standing. Credit risk is managed on an on-going basis, by experienced people within the Group. The Group’s policy for the management of credit risk in relation to trade receivables involves periodically assessing the financial reliability of customers, taking into account their financial position, past experience and other factors. Provisions are made where deemed necessary and the utilisation of credit limits is regularly monitored. Management does not expect any significant counterparty to fail to meet its obligations. The maximum exposure to credit risk is represented by the carrying amount of each asset. For the year ended 31 December 2025, the ten largest customers of the Group accounted for approximately 57% of total revenues (2024: 57%; 2023: 55%). There is no recent history of default with these customers.
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Surplus cash held by the operating entities over and above the balance required for working capital management is transferred to Group Treasury, where practically possible. Group Treasury invests surplus cash in interest-bearing current accounts, money market funds and bank time deposits with appropriate maturities to provide sufficient headroom as determined by the below-mentioned forecasts.
Liquidity risk
The Group is exposed to liquidity risk which arises primarily from the maturing of short-term and long-term debt obligations and from the normal liquidity cycle of the business throughout the course of a year. The Group’s policy has been to ensure that sufficient resources are available either from cash balances, cash flows or undrawn committed bank facilities, to ensure all obligations can be met as they fall due.
To effectively manage liquidity risk, the Group:
| ● | has committed borrowing facilities that it can access to meet liquidity needs; |
| ● | maintains cash balances and liquid investments with highly-rated counterparties; |
| ● | limits the maturity of cash balances; |
| ● | borrows the bulk of its debt needs under long term fixed rate debt securities; and |
| ● | has internal control processes to manage liquidity risk. |
The Group has access to independent third‑party payable processors. The third‑party payable processors are in good financial condition. Based on the total amount of trade payables that are part of the processing and the increase in payment terms compared to comparable payables that are not included, the impact on the Group's liquidity is not significant.
Cash flow forecasting is performed in the operating entities of the Group and is aggregated by Group Treasury. Group Treasury monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Group does not breach borrowing limits or covenants on any of its borrowing facilities. Such forecasting takes into consideration the Group’s debt financing plans.
ENVIRONMENTAL, RESEARCH AND DEVELOPMENT ACTIVITIES
Environmental, Health and Safety
Our operations and properties are regulated under a wide range of laws, ordinances and regulations and other legal requirements concerning the environment, health and safety and product safety in each jurisdiction in which we operate. We believe that our production facilities are compliant, in all material respects, with these laws and regulations.
The principal environmental issues we face include the environmental impact of the disposal of water used in our production processes, generation and disposal of waste, the receiving, use and storage of hazardous and non-hazardous materials, the potential contamination and subsequent remediation of land, surface water and groundwater arising from our operations and the impact on air quality through gas and particle emissions, including the emission of greenhouse gases.
Innovation, Research and Development
The Group has advanced technical and manufacturing capabilities in metal beverage packaging, including research and development and engineering activities principally in centres based in Elk Grove, Ilinois, and Bonn, Germany. These capabilities have enabled us to develop product and process innovations to meet the dynamic needs of our customers, including the achievement of cost reductions, particularly metal content reduction, and meeting new and anticipated legislative requirements, as well as providing technology, engineering and support services to our product facilities and customers.
We currently hold and maintain a number of patent families, filed in several jurisdictions and covering a range of different products.
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Audit Report to the Shareholders of
Ardagh Metal Packaging S.A.
17
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Audit report
To the Shareholders of
Ardagh Metal Packaging S.A.
Report on the audit of the consolidated financial statements
Our opinion
In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of Ardagh Metal Packaging S.A. (the “Company”) and its subsidiaries (the “Group”) as at 31 December 2025, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the European Union.
What we have audited
The Group’s consolidated financial statements comprise:
| • | the consolidated statement of financial position as at 31 December 2025; |
| • | the consolidated income statement for the year then ended; |
| • | the consolidated statement of comprehensive income for the year then ended; |
| • | the consolidated statement of changes in equity for the year then ended; |
| • | the consolidated statement of cash flows for the year then ended; and |
| • | the notes to the consolidated financial statements, including material accounting policy information and other explanatory information. |
PricewaterhouseCoopers Assurance, Société coopérative,
2 rue Gerhard Mercator, L-2182 Luxembourg T : +352 494848 1, F : +352 494848 2900, www.pwc.lu
Cabinet de révision agréé. Expert-comptable (autorisation ministérielle n°10181659)
R.C.S. Luxembourg B294273 - TVA LU36559370
www.pwc.lu
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Basis for opinion
We conducted our audit in accordance with the Law of 23 July 2016 on the audit profession (Law of 23 July 2016) and with International Standards on Auditing (ISAs) as adopted for Luxembourg by the “Commission de Surveillance du Secteur Financier” (CSSF). Our responsibilities under the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the “Responsibilities of the “Réviseur d’entreprises agréé” for the audit of the consolidated financial statements” section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the Group in accordance with the International Code of Ethics for Professional Accountants, including International Independence Standards, issued by the International Ethics Standards Board for Accountants (IESBA Code) as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the consolidated financial statements. We have fulfilled our other ethical responsibilities under those ethical requirements.
Other information
The Board of Directors is responsible for the other information. The other information comprises the information stated in the management report but does not include the consolidated financial statements and our audit report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
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Responsibilities of the Board of Directors and those charged with governance for the consolidated financial statements
The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards as adopted by the European Union, and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group’s financial reporting process.
Responsibilities of the “Réviseur d’entreprises agréé” for the audit of the consolidated financial statements
The objectives of our audit are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an audit report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
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As part of an audit in accordance with the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
| • | identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control; |
| • | obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control; |
| • | evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors; |
| • | conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our audit report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our audit report. However, future events or conditions may cause the Group to cease to continue as a going concern; |
| • | evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation; |
| • | plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities and business units within the Group as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion. |
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We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate to them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
Report on other legal and regulatory requirements
The management report is consistent with the consolidated financial statements and has been prepared in accordance with applicable legal requirements.
Luxembourg, 23 April 2026
PricewaterhouseCoopers Assurance, Société coopérative
Represented by
David Schmidt
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Consolidated Financial Statements
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ARDAGH METAL PACKAGING S.A.
CONSOLIDATED INCOME STATEMENT
| | | | Year ended 31 December 2025 | | Year ended 31 December 2024 | | ||||||||
| | | | Before | | | | | | Before | | | | | |
| | | | exceptional | | Exceptional | | | | exceptional | | Exceptional | | | |
| | | | items | | items | | Total | | items | | items | | Total | |
| | Note | | $’m | | $’m | | $’m | | $’m | | $’m | | $’m | |
| | | | | | Note 5 | | | | | | Note 5 | | | |
Revenue | | 4 | | 5,497 | | — | | 5,497 | | 4,908 | | — | | 4,908 | |
Cost of sales |
| |
| (4,800) |
| (16) |
| (4,816) |
| (4,262) |
| (16) |
| (4,278) |
|
Gross profit |
| |
| 697 |
| (16) |
| 681 |
| 646 |
| (16) |
| 630 |
|
Sales, general and administration expenses |
| |
| (283) | | (16) |
| (299) |
| (283) | | (5) |
| (288) |
|
Intangible amortisation |
| 10 |
| (138) |
| — |
| (138) |
| (140) |
| — |
| (140) |
|
Operating profit |
| |
| 276 |
| (32) |
| 244 |
| 223 |
| (21) |
| 202 |
|
Net finance expense |
| 6 |
| (226) | | (14) |
| (240) |
| (205) | | 13 |
| (192) |
|
(Loss)/profit before tax |
| |
| 50 |
| (46) |
| 4 |
| 18 |
| (8) |
| 10 |
|
Income tax credit/(charge) |
| 7 |
| (15) | | 22 |
| 7 |
| (5) | | (8) |
| (13) |
|
Profit/(loss) for the year |
| |
| 35 |
| (24) |
| 11 |
| 13 |
| (16) |
| (3) |
|
| | | | | | | | | | | | | | | |
Profit/(loss) attributable to: | | | | | | | | | | | | | | | |
Equity holders | | | | | | | | 11 | | | | | | (3) | |
Non-controlling interests | | | | | | | | — | | | | | | — | |
Profit/(loss) for the year | | | | | | | | 11 | | | | | | (3) | |
| | | | | | | | | | | | | | | |
Loss per share: | | | | | | | | | | | | | | | |
Basic and diluted loss per share attributable to equity holders | | 8 | | | | | $ | (0.02) | | | | | $ | (0.05) | |
The accompanying notes to the consolidated financial statements are an integral part of these consolidated financial statements.
Approved by the directors on 21 April 2026
Oliver GrahamStefan Schellinger
24
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ARDAGH METAL PACKAGING S.A.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
| | | | Year ended 31 December | | ||
| | | | 2025 | | 2024 | |
| | Note | | $’m | | $’m | |
Profit/(loss) for the year |
| |
| 11 |
| (3) |
|
Other comprehensive (expense)/income |
| |
| |
| |
|
Items that may subsequently be reclassified to income statement |
| |
| |
| |
|
Foreign currency translation adjustments: |
| |
| |
| |
|
– Arising in the year |
| |
| (50) |
| 10 |
|
| | |
| (50) |
| 10 |
|
Effective portion of changes in fair value of cash flow hedges |
| |
| |
| |
|
– New fair value adjustments into reserve |
| |
| 12 |
| 19 |
|
– Movement out of reserve to income statement |
| |
| 21 |
| (4) |
|
– Movement in deferred tax |
| |
| (5) |
| (2) |
|
| | |
| 28 |
| 13 |
|
Gain recognised on cost of hedging |
| |
| |
| |
|
– New fair value adjustments into reserve |
| |
| (1) |
| — |
|
– Movement out of reserve |
| |
| 1 |
| — |
|
| | |
| — |
| — |
|
Items that will not be reclassified to income statement |
| |
| |
| |
|
– Remeasurement of employee benefit obligations |
| 21 |
| 21 |
| (3) |
|
– Deferred tax movement on employee benefit obligations |
| |
| (4) |
| 1 |
|
| | |
| 17 |
| (2) |
|
| | | | | | | |
Total other comprehensive (expense)/income for the year |
| |
| (5) |
| 21 |
|
| | | | | | | |
Total comprehensive income for the year |
| |
| 6 |
| 18 |
|
| | | | | | | |
Attributable to: | | | | | | | |
Equity holders | | | | 5 | | 18 | |
Non-controlling interests | | | | 1 | | — | |
Total comprehensive income for the year | | | | 6 | | 18 | |
| | | | | | | |
The accompanying notes to the consolidated financial statements are an integral part of these consolidated financial statements.
Approved by the directors on 21 April 2026
Oliver GrahamStefan Schellinger
25
Table of Contents
ARDAGH METAL PACKAGING S.A.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| | | | At 31 December |
| ||
| | | | 2025 | | 2024 |
|
| | Note | | $’m | | $’m |
|
Non-current assets |
| |
| |
| | |
Intangible assets |
| 10 |
| 1,181 |
| 1,223 | |
Property, plant and equipment |
| 11 |
| 2,515 |
| 2,480 | |
Derivative financial instruments |
| 20 |
| 2 |
| 2 | |
Deferred tax assets |
| 13 |
| 62 |
| 64 | |
Employee benefit assets | | 21 | | 15 | | 10 | |
Other non-current assets |
| 12 |
| 64 |
| 53 | |
| | |
| 3,839 |
| 3,832 | |
Current assets |
| |
| |
| | |
Inventories |
| 14 |
| 509 |
| 382 | |
Trade and other receivables |
| 15 |
| 467 |
| 332 | |
Contract assets |
| 16 |
| 267 |
| 251 | |
Income tax receivable | | | | 34 | | 35 | |
Derivative financial instruments |
| 20 |
| 41 |
| 20 | |
Cash, cash equivalents and restricted cash |
| 17 |
| 522 |
| 610 | |
| | |
| 1,840 |
| 1,630 | |
TOTAL ASSETS |
| |
| 5,679 |
| 5,462 | |
| | | | | | | |
Equity attributable to owners of the parent |
| |
| |
| | |
Equity share capital |
| 18 |
| 7 |
| 267 | |
Share premium | | 18 | | 5,989 | | 5,989 | |
Other reserves | | | | (5,707) | | (5,660) | |
Retained earnings | | | | (972) | | (738) | |
| | | | (683) | | (142) | |
Non-controlling interests | | | | 8 | | 6 | |
TOTAL EQUITY |
| |
| (675) |
| (136) | |
| | | | | | | |
Non-current liabilities | | | | | | | |
Borrowings |
| 20 |
| 4,301 |
| 3,797 | |
Employee benefit obligations |
| 21 |
| 152 |
| 154 | |
Derivative financial instruments |
| 20 |
| 20 |
| 21 | |
Deferred tax liabilities |
| 13 |
| 117 |
| 141 | |
Other liabilities and provisions |
| 22 |
| 35 |
| 37 | |
| | |
| 4,625 | | 4,150 | |
Current liabilities |
| |
| |
| | |
Borrowings |
| 20 |
| 118 |
| 105 | |
Interest payable | | | | 18 | | 19 | |
Derivative financial instruments |
| 20 |
| 17 |
| 32 | |
Trade and other payables |
| 23 |
| 1,539 |
| 1,250 | |
Income tax payable |
| |
| 27 |
| 28 | |
Other liabilities and provisions |
| 22 |
| 10 |
| 14 | |
| | |
| 1,729 |
| 1,448 | |
TOTAL LIABILITIES |
| |
| 6,354 |
| 5,598 | |
TOTAL EQUITY and LIABILITIES |
| |
| 5,679 |
| 5,462 | |
| | | | | | | |
The accompanying notes to the consolidated financial statements are an integral part of these consolidated financial statements.
Approved by the directors on 21 April 2026
Oliver GrahamStefan Schellinger
26
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ARDAGH METAL PACKAGING S.A.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| | | | | | | | | | | | | | | | | | |
| Attributable to the owner of the parent | | | | ||||||||||||||
| | | | | Foreign | | Cash | | | | | | | | | | | |
| | | | | currency | | flow | | | | | | | | Non- | | | |
| Share | | Share | | translation | | hedge | | Other | | Retained | | | | controlling | | Total | |
| capital | | premium | | reserve | | reserve | | reserves | | earnings | | Total | | interests | | equity | |
| $’m | | $’m | | $’m | | $’m | | $’m | | $’m | | $’m | | $’m | | $’m | |
| Note 18 | | Note 18 | | | | | | Note 18 | | | | | | | | | |
At 1 January 2024 | 267 | | 5,989 | | (10) | | (23) | | (5,654) | | (469) | | 100 | | 6 | | 106 | |
Loss for the year | — | | — | | — | | — | | — | | (3) | | (3) | | — | | (3) | |
Total other comprehensive income/(expense) for the year | — | | — | | 10 | | 13 | | — | | (2) | | 21 | | — | | 21 | |
Hedging losses transferred to cost of inventory | — | | — | | — | | 2 | | — | | — | | 2 | | — | | 2 | |
Transactions with owners in their capacity as owners | | | | | | | | | | | | | | | | | | |
NOMOQ put and call liability (Note 22) | — | | — | | — | | — | | 2 | | — | | 2 | | — | | 2 | |
Dividends (Note 25) | — | | — | | — | | — | | — | | (264) | | (264) | | — | | (264) | |
At 31 December 2024 | 267 | | 5,989 | | — | | (8) | | (5,652) | | (738) | | (142) | | 6 | | (136) | |
| | | | | | | | | | | | | | | | | | |
At 1 January 2025 | 267 | | 5,989 | | — | | (8) | | (5,652) | | (738) | | (142) | | 6 | | (136) | |
Profit for the year | — | | — | | — | | — | | — | | 11 | | 11 | | — | | 11 | |
Total other comprehensive (expense)/income for the year | — | | — | | (51) | | 28 | | — | | 17 | | (6) | | 1 | | (5) | |
Hedging losses transferred to cost of inventory | — | | — | | — | | 6 | | — | | — | | 6 | | — | | 6 | |
Transactions with owners in their capacity as owners | | | | | | | | | | | | | | | | | | |
NOMOQ put and call liability (Note 22) | — | | — | | — | | — | | (1) | | — | | (1) | | 1 | | — | |
Redemption of Preferred Shares (Note 18) | (260) | | — | | (29) | | — | | — | | — | | (289) | | — | | (289) | |
Dividends (Note 25) | — | | — | | — | | — | | — | | (262) | | (262) | | — | | (262) | |
At 31 December 2025 | 7 | | 5,989 | | (80) | | 26 | | (5,653) | | (972) | | (683) | | 8 | | (675) | |
| | | | | | | | | | | | | | | | | | |
The accompanying notes to the consolidated financial statements are an integral part of these consolidated financial statements.
Approved by the directors on 21 April 2026
Oliver GrahamStefan Schellinger
27
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ARDAGH METAL PACKAGING S.A.
CONSOLIDATED STATEMENT OF CASH FLOWS
| | | | Year ended 31 December | | ||
| | | | 2025 | | 2024 | |
| | Note | | $’m | | $’m | |
Cash flows from operating activities |
| |
| |
| |
|
Cash generated from operations |
| 24 |
| 718 |
| 659 |
|
Net interest paid |
| |
| (202) |
| (189) |
|
Settlement of foreign currency derivative financial instruments | | | | (41) | | 8 | |
Income tax paid |
| |
| (26) |
| (28) |
|
Net cash from operating activities |
| |
| 449 |
| 450 |
|
| | | | | | | |
Cash flows used in investing activities |
| |
| | | | |
Purchase of property, plant and equipment |
| |
| (173) |
| (167) |
|
Purchase of intangible assets | | | | (11) | | (20) | |
Proceeds from disposal of property, plant and equipment |
| |
| — |
| 8 |
|
Net cash used in investing activities |
| |
| (184) |
| (179) |
|
| | | | | | | |
Cash flows used in financing activities |
| |
| | | | |
Proceeds from borrowings |
| 20 |
| 1,309 |
| 517 |
|
Repayment of borrowings | | 20 | | (957) | | (229) | |
Redemption of Preferred Shares | | 18 | | (289) | | — | |
Lease payments | | | | (111) | | (97) | |
Dividends paid | | 26 | | (262) | | (264) | |
Deferred debt issue costs paid |
| |
| (17) |
| (8) |
|
Consideration paid on termination of derivative financial instruments |
| 20 |
| (35) |
| — |
|
Exceptional early redemption premium paid | | | | (12) | | — | |
Net cash used in financing activities |
| |
| (374) |
| (81) |
|
| | | | | | | |
Net (decrease)/increase in cash, cash equivalents and restricted cash |
| |
| (109) |
| 190 |
|
| | | | | | | |
Cash, cash equivalents and restricted cash at the beginning of the year |
| 17 |
| 610 |
| 443 |
|
Foreign exchange gains/(losses) on cash, cash equivalents and restricted cash |
| |
| 21 |
| (23) |
|
Cash, cash equivalents and restricted cash at the end of the year |
| 17 |
| 522 |
| 610 |
|
| | | | | | | |
The accompanying notes to the consolidated financial statements are an integral part of these consolidated financial statements.
Approved by the directors on 21 April 2026
Oliver GrahamStefan Schellinger
28
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Notes to the Consolidated
Financial Statements
29
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ARDAGH METAL PACKAGING S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. General information
Ardagh Metal Packaging S.A. (the “Company” or “AMPSA”) was incorporated in Luxembourg on 20 January 2021. The Company’s registered office is 56, rue Charles Martel, L-2134 Luxembourg, Luxembourg.
On 13 November 2025, the Company announced that on 12 November 2025, Ardagh Group S.A. (“AGSA”) reported that it had completed a comprehensive recapitalisation transaction in respect of certain debt of AGSA and its affiliates (the “Transaction”). As part of the Transaction, a debt-for-equity swap was effected pursuant to which certain holders of AGSA’s and its affiliates’ indebtedness acquired indirect ownership of AGSA through Ardagh Holdings S.A. (formerly Yeoman Capital S.A.). Following completion of the Transaction, the ultimate parent of the Company is Ardagh Holdings S.A., a company registered in Luxembourg (together with its subsidiaries other than AMPSA and its subsidiaries, the “Ardagh Group”), which indirectly owns approximately 76% of the issued ordinary shares of the Company. The Ardagh Group capital structure is separate and distinct from AMPSA’s capital structure.
The Transaction had no impact on the listing of AMPSA’s shares or the capital structure of AMPSA or its subsidiaries and AMPSA has remained a subsidiary of the Ardagh Group under the terms of the Transaction.
The Company is an independent, pure-play metal beverage can company, whose ordinary shares are listed on the New York Stock Exchange under the ticker symbol “AMBP.” The Company and its subsidiaries (together, the “Group”) are a leading supplier of metal beverage cans globally, with a particular focus on the Americas and Europe. The Group supplies sustainable and infinitely recyclable metal packaging to a diversified customer base of leading global, regional and national beverage producers. AMPSA operates 23 production facilities in Europe and the Americas, and employs approximately 6,500 people.
The Group does not have any operations within Russia or Ukraine and continues to monitor and comply with the various sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the European Union, the United Kingdom and the United Nations Security Committee that have been imposed on the Russian government and certain Russian entities and individuals.
The consolidated financial statements reflect the consolidation of the legal entities forming the Group for the periods presented. The principal operating subsidiaries forming the Group are listed in note 26.
The material accounting policies that have been applied to the consolidated financial statements are described in note 3.
2. Statement of directors’ approval
The consolidated financial statements were approved for issue by the board of directors of AMPSA (the “Board”) on 21 April 2026.
3. Summary of material accounting policies
Basis of preparation
The consolidated financial statements of the Group have been prepared in accordance with, and are in compliance with, IFRS® Accounting Standards and related interpretations as adopted by the European Union (“EU”). IFRS Accounting Standards as adopted by the EU is comprised of standards and interpretations approved by the International Accounting Standards Board (“IASB”) and IFRS Accounting Standards and interpretations approved by the predecessor International Accounting Standards Committee that have been subsequently approved by the IASB and remain in effect. References to
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IFRS Accounting Standards hereafter should be construed as references to IFRS Accounting Standards as adopted by the EU.
The consolidated financial statements are presented in U.S. dollar, rounded to the nearest million, and have been prepared under the historical cost convention, except for the following:
| ● | Private and Public Warrants and Earnout Shares (as defined in note 22) are stated at fair value; |
| ● | derivative financial instruments are stated at fair value; and |
| ● | employee benefit obligations are measured at the present value of the future estimated cash flows related to benefits earned and pension assets valued at fair value. |
The preparation of consolidated financial statements in conformity with IFRS Accounting Standards requires the use of critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities and income and expenses. It also requires management to exercise judgment in the process of applying Group accounting policies. These estimates, assumptions and judgments are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances and are subject to continual re-evaluation. However, actual outcomes may differ from these estimates. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are discussed in the critical accounting estimates, assumptions and judgments section of this note.
Going concern
At the date that the consolidated financial statements were approved for issue by the Board, the Board has formed the judgment that there is a reasonable expectation that the Group will have adequate resources to continue in operational existence for the foreseeable future. Accordingly, these consolidated financial statements have been prepared on a going concern basis. In assessing whether the going concern assumption is appropriate, the Board has taken into account all available information about a period, extending to at least 31 December 2026.
In arriving at its conclusion, the Board has taken account of the Group’s current and anticipated trading performance, together with current and anticipated levels of cash and net debt and availability of committed borrowing facilities, the Transaction (see note 1), and external factors including the evolving trade and tariff environment, and economic and exchange rate volatility linked to political and geopolitical risks. As a result, it is the Board’s judgment that it is appropriate to prepare the consolidated financial statements on the going concern basis.
Recently adopted accounting standards and changes in accounting policies
The impact of new standards, amendments to existing standards and interpretations issued and effective for annual periods beginning on or after 1 January 2025 have been assessed by the Board. None of these new standards or amendments to existing standards effective 1 January 2025 have had or are expected to have a material impact for the Group.
Recent accounting pronouncements
New standards and amendments to existing standards and interpretations which are effective for annual periods beginning on or after 1 January 2026, and have not been early adopted by the Group include IFRS 18 ‘Presentation and Disclosure in Financial Statements’ which will replace IAS 1 ‘Presentation of Financial Statements.’ IFRS 18 will retain many of the principles from IAS 1 with limited changes, in particular, it will not impact the recognition or measurement of items in the financial statements, or items which are presented in the income statement. IFRS 18 will introduce new presentation of items within the income statement, new required disclosures in the financial statements for certain management defined performance measures reported outside of an entity’s financial statements, and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. The standard is effective for annual periods beginning on or after 1 January 2027 with retrospective application to all comparative periods. The Board’s assessment of the impact of this standard on the consolidated financial statements is on-going.
The Board’s assessment of the impact of other new or amended standards which are not yet effective and which have not been early adopted by the Group, including various Amendments to IFRS 9 and IFRS 7 regarding ‘Contracts Referencing Nature-dependent Electricity’ and ‘Classification and the Measurement of Financial Instruments’, and IFRS 19 ‘Subsidiaries
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without Public Accountability’ is on-going however they are not expected to have a material effect on the consolidated financial statements.
Basis of consolidation
(i) Subsidiaries
Subsidiaries are fully consolidated from the date on which control is transferred to the Group and are de-consolidated from the date on which control ceases. Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity.
The acquisition method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is the consideration given in exchange for control of the identifiable assets, liabilities and contingent liabilities of the acquired legal entities. Acquisition-related costs are expensed and included as exceptional items within sales, general and administration expenses. The acquired net assets are initially measured at fair value. The excess of the cost of acquisition over the fair value of the identifiable net assets acquired is recorded as goodwill. Any goodwill and fair value adjustments are recorded as assets and liabilities of the acquired legal entity in the functional currency of that legal entity. If the cost of acquisition is less than the fair value of the Group’s share of the net assets of the legal entity acquired, the difference is recognised directly in the consolidated income statement. The Group considers obligations of the acquiree in a business combination that arise as a result of the change in control, to be cash flows arising from obtaining control of the controlled entity, and classifies these obligations as investing activities in the consolidated statement of cash flows.
(ii) Non-controlling interests
Non-controlling interests represent the portion of the equity of a subsidiary which is not attributable to the Group. Non-controlling interests are presented separately in the consolidated financial statements. Changes in ownership of a subsidiary which do not result in a change in control are treated as equity transactions.
(iii) Transactions eliminated on consolidation
Transactions, balances and gains or losses on transactions between Group companies are eliminated. Subsidiaries’ accounting policies have been changed where necessary to ensure consistency with the policies adopted by the Group.
(iv) Transactions with Ardagh Group S.A. and its subsidiaries
Any unsettled balances between the Group and the Ardagh Group are presented as related party receivables or payables in the consolidated financial statements, within Trade and other receivables and Trade and other payables.
Foreign currency
| (i) | Functional and presentation currency |
The functional currency of the Company is euro. The consolidated financial statements are presented in U.S. dollar which is the Group’s presentation currency.
| (ii) | Foreign currency transactions |
Items included in the consolidated financial statements of each of the Group’s entities are measured using the functional currency of that entity.
Transactions in foreign currencies are translated into the functional currency at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated into the functional currency at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the consolidated income statement, except: (i) differences on foreign currency borrowings that provide an effective hedge against a net investment in a foreign operation (“net investment hedges”), which are taken to other comprehensive income until the disposal of the net investment, at which time they are recognised in the consolidated
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income statement; and (ii) differences on certain derivative financial instruments discussed under “Derivative financial instruments” below.
| (iii) | Financial statements of foreign operations |
The assets and liabilities of foreign operations are translated into euro at foreign exchange rates ruling at the reporting date. The revenues and expenses of foreign operations are translated to euro at average exchange rates for the year. Foreign exchange differences arising on retranslation and settlement of such transactions are recognised in other comprehensive income. Gains or losses accumulated in other comprehensive income are recycled to the consolidated income statement when the foreign operation is disposed of.
Non-monetary items measured at fair value in foreign currency are translated using the exchange rates as at the date when the fair value is determined.
Business combination and goodwill
All business combinations are accounted for by applying the acquisition method of accounting. This involves measuring the cost of the business combination and allocating, at the acquisition date, the cost of the business combination to the assets acquired and liabilities assumed. Identifiable assets acquired and liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.
The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred and included in sales, general and administration expenses.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date.
Any contingent consideration is recognised at fair value at the acquisition date.
Goodwill represents the excess of the cost of an acquisition over the fair value of the net identifiable assets of the acquired subsidiary at the date of acquisition.
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to those groups of cash generating units (“CGUs”) that are expected to benefit from the business combination in which the goodwill arose for the purpose of assessing impairment. Goodwill is tested annually for impairment or whenever indicators suggest that impairment may have occurred.
Where goodwill has been allocated to a CGU and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed operation and the portion of the cash-generating unit retained.
Intangible assets
Intangible assets are initially recognised at cost.
Intangible assets acquired as part of a business combination are capitalised separately from goodwill if the intangible asset is separable or arises from contractual or other legal rights. They are initially recognised at cost which, for intangible assets arising in a business combination, is their fair value at the date of acquisition.
Subsequent to initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. The carrying values of intangible assets with finite useful lives are reviewed for indicators
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of impairment at each reporting date and are subject to impairment testing when events or changes in circumstances indicate that the carrying values may not be recoverable.
The amortisation of intangible assets is calculated to write-off the book value of finite lived intangible assets over their useful lives on a straight-line basis, on the assumption of zero residual value. Management estimates the useful lives within the following ranges:
Computer software | | 2 – 7 years |
Customer relationships |
| 5 – 15 years |
Technology |
| 5 – 15 years |
(i) Computer software
Computer software development costs are recognised as assets. Costs associated with maintaining computer software programs are recognised as an expense as incurred.
(ii) Customer relationships
Customer relationships acquired in a business combination are recognised at fair value at the acquisition date. Customer relationships have a finite useful economic life and are carried at cost less accumulated amortisation.
(iii) Technology
Technology based intangibles acquired in a business combination are recognised at fair value at the acquisition date and reflect the Group’s ability to add value through accumulated technological expertise surrounding product and process development.
(iv) Research and development costs
Research costs are expensed as incurred. Development costs relating to new products are capitalised if the new product is technically and commercially feasible. All other development costs are expensed as incurred.
Property, plant and equipment
| (i) | Owned assets |
Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment losses, except for land which is shown at cost less impairment. Spare parts which form an integral part of plant and machinery and which have an estimated useful economic life greater than one year are capitalised. Spare parts which do not form an integral part of plant and machinery and which have an estimated useful economic life less than one year are included as consumables within inventory and expensed when utilised.
Where components of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment.
| (ii) | Leased assets |
At the lease commencement date or the effective date of a lease modification, the Group recognises a lease liability as the present value of expected future lease payments, discounted at the Group’s incremental borrowing rate unless the rate implicit in the lease is readily determinable, excluding any amounts which are variable based on the usage of the underlying asset and a right-of-use asset generally at the same amount plus any directly attributable costs. The incremental borrowing rate is the discount rate the Group would have to pay to borrow, over a similar term and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The Group combines lease and non-lease components and accounts for them as a single lease component with the exception of the dunnage asset class. Extension options or periods after termination options are considered by management if it is reasonably certain that the lease will be extended or not terminated.
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| (iii) | Subsequent costs |
The Group recognises in the carrying amount of an item of property, plant and equipment, the cost of replacing the component of such an item when that cost is incurred, if it is probable that the future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. When a component is replaced the old component is de-recognised in the period. All other costs are recognised in the consolidated income statement as an expense as incurred. When a major overhaul is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria above are met.
Depreciation
Depreciation of owned assets is charged to the consolidated income statement on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Land is not depreciated. The estimated useful lives are as follows:
Buildings | | 20 – 40 years |
Plant, machinery and other |
| 3 – 20 years |
Dunnage and other |
| 3 – 10 years |
Right-of-use assets are depreciated on a straight-line basis over the shorter of its useful life and the lease term. Where the lease contains a transfer of ownership or a purchase option which is reasonably certain to be exercised, the right-of-use asset is depreciated over the useful life of the underlying asset.
Assets’ useful lives and residual values are adjusted, if appropriate, at each reporting date.
Joint operation
A joint operation is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights and obligations to the individual assets and liabilities relating to the arrangement. An investment in a joint operation is accounted for by each party recognising its agreed share of interest in any assets, liabilities and related expense or income.
Impairment of non-financial assets
Assets that have an indefinite useful economic life are not subject to amortisation and are tested annually for impairment or whenever indicators suggest that impairment may have occurred. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount.
For the purposes of assessing impairment, assets excluding goodwill and long-lived intangible assets, are grouped at the lowest levels at which cash flows are separately identifiable. Goodwill and long-lived intangible assets are allocated to groups of CGUs. The groupings represent the lowest level at which the related assets are monitored for internal management purposes.
Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.
The recoverable amount of other assets is the greater of their fair value less costs to dispose and value in use. In assessing fair value less costs to dispose, management uses a market approach, applying a multiple to Adjusted EBITDA for the year ended 31 December 2025. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the CGU to which the asset belongs.
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Inventories
Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the first-in, first-out basis and includes expenditure incurred in acquiring the inventories and bringing them to their current location and condition. In the case of finished goods and work-in-progress, cost includes direct materials, direct labour and attributable overheads based on normal operating capacity.
Net realisable value is the estimated proceeds of sale less all further costs to completion, and less all costs to be incurred in marketing, selling and distribution.
Spare parts which are deemed to be of a consumable nature, are included within inventories and expensed when utilised.
Equity transactions
| (i) | Share repurchases |
When shares are repurchased, the amount of consideration paid together with any directly related expense is presented as a deduction of equity within treasury shares until such shares are cancelled, at which time the amount is reclassified from treasury shares to share capital and retained earnings, respectively, with no gain or loss recognised either upon initial repurchase or subsequent cancellation.
| (ii) | Preferred shares |
Preferred shares are classified as equity if there are no contractual obligations to deliver any cash or another financial asset under the respective terms of the instrument. If there is a contractual obligation to deliver cash or another financial asset, the instrument is either a financial liability in its entirety in the case of non-discretionary payments for principal and dividends, or a compound interest with a liability and an equity component, if dividend payments are at the full discretion of the Group. See note 18 for further details.
Non-derivative financial instruments
Non-derivative financial instruments comprise trade and other receivables, cash, cash equivalents and restricted cash, borrowings, trade and other payables, and the Private and Public Warrants and Earnout Shares (as defined in note 22). Non-derivative financial instruments are recognised initially at fair value plus any directly attributable transaction costs, except as described below. Subsequent to initial recognition, non-derivative financial instruments are measured as described below.
| (i) | Trade and other receivables |
Trade and other receivables are recognised initially at fair value, which equals the transaction price, unless a significant financing component is included, and thereafter are measured at amortised cost using the effective interest rate method less any provision for impairment, in accordance with the Group’s held to collect business model. The Group uses estimates based on expected credit losses and current information in determining the level of debts for which a specific allowance for impairment is required. For all other trade receivables, the Group uses an allowance matrix to measure the expected credit loss, based on historical actual credit loss experiences, adjusted for forward-looking information.
| (ii) | Securitised assets |
The Group has entered into securitisation transactions involving certain of its trade receivables. The securitised assets are recognised on the consolidated statement of financial position, until all of the rights to the cash flows from those assets have expired or have been fully transferred outside the Group, or until substantially all of the related risks, rewards and control of the related assets have been transferred to a third party.
The Group has also entered into a Global Asset Based Loan Facility (“ABL”) involving certain of its trade receivables and inventory. The lenders under the ABL have security over those receivables, inventory and the bank accounts where the associated cash flows are received. The risks, rewards and control of these assets are still retained by the Group and are, therefore, recognised on the statement of financial position.
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| (iii) | Contract assets |
Contract assets represent revenue required to be accelerated or recognised over time, based on production completed in accordance with the Group’s revenue recognition policy (as set out below). A provision for impairment of a contract asset will be recognised using an allowance matrix to measure the expected credit loss, based on historical actual credit loss experiences, adjusted for forward-looking information.
| (iv) | Cash, cash equivalents and restricted cash |
Cash, cash equivalents and restricted cash include cash on hand and call deposits held with bank and financial institutions and restricted cash. Cash, cash equivalents and restricted cash are carried at amortised cost.
Short term bank deposits of greater than three months’ maturity which do not meet the definition of cash, cash equivalents and restricted cash are classified as financial assets within current assets and stated at amortised cost.
Restricted cash comprises cash held by the Group but which is ring-fenced or used as security for specific financing arrangements, and to which the Group does not have unfettered access. Restricted cash is measured at amortised cost.
| (v) | Borrowings |
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the Group’s consolidated income statement over the period of the borrowings using the effective interest rate method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
| (vi) | Trade and other payables |
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method.
Derivative financial instruments
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value at each reporting date. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.
The fair values of various derivative instruments used for hedging purposes are disclosed in note 20. The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months and as a current asset or liability when the remaining maturity of the hedged item is less than 12 months. Trading derivatives are classified as a current asset or liability.
| (i) | Cash flow hedges |
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognised in other comprehensive income, allocated between cash flow hedge gains or losses and cost of hedging gains or losses. For cash flow hedges which subsequently result in the recognition of a non-financial asset, the amounts accumulated in the cash flow hedge reserve are transferred to the asset in order to adjust its carrying value. Amounts accumulated in the cash flow hedge reserve and cost of hedging reserve, or as adjustments to carrying value of non-financial assets, are recycled to the consolidated income statement in the periods when the hedged item will affect profit or loss.
The gain or loss relating to the ineffective portion is recognised immediately in the consolidated income statement. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing at that time remains in equity and is recognised in the consolidated income statement when the forecast
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cash flow arises. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately recycled to the consolidated income statement.
| (ii) | Net investment hedges |
Derivative financial instruments are classified as net investment hedges when they hedge changes in the Group’s net investments in its subsidiaries due to exposure to foreign currency. Net investment hedges are accounted for in a similar manner to cash flow hedges. The gain or loss relating to the ineffective portion of a net investment hedge is recognised immediately in the consolidated income statement within finance income or expense.
Fair value measurement
The Group measures derivative financial instruments, employee benefit assets and Private and Public Warrants and Earnout Shares at fair value at each reporting date. Fair value related disclosures for assets and liabilities that are measured at fair value or where fair values are disclosed, are summarised in the following notes:
| ● | Disclosures of valuation methods, significant estimates and assumptions (notes 20 and 21) |
| ● | Quantitative disclosures of fair value measurement hierarchy (note 20) |
| ● | Financial instruments (including those carried at amortised cost) (note 20) |
| ● | Private and Public Warrants and Earnout Shares (note 22) |
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
| ● | in the principal market for the asset or liability; or |
| ● | in the absence of a principal market, in the most advantageous market for the asset or liability. |
The principal or the most advantageous market must be accessible by the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
Employee benefits
| (i) | Defined benefit pension plans |
Typically, defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation.
The asset or liability recognised in the consolidated statement of financial position in respect of defined benefit pension plans is the net of the present value of the defined benefit obligation and the fair value of plan assets at the reporting date. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability.
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Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the period in which they arise. Past service costs and past service credits are recognised immediately in the consolidated income statement.
| (ii) | Other long term employee benefits |
The Group’s obligations in respect of other long term employee benefit plans represents the amount of future benefit that employees have earned in return for service in the current and prior periods for post-retirement medical schemes, partial retirement contracts and long service awards. These are included in the category of employee benefit obligations on the consolidated statement of financial position. The obligation is computed on the basis of the projected unit credit method and is discounted to present value using a discount rate equating to the market yield at the reporting date on high quality corporate bonds of a currency and term consistent with the currency and estimated term of the obligations. Actuarial gains and losses are recognised in full in the consolidated statement of comprehensive income in the period in which they arise.
| (iii) | Defined contribution plans |
A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. The contributions are recognised as employee benefit expense when they are due.
Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount can be reliably estimated.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation.
Revenue recognition
Our products include metal cans primarily for the beverage markets with consumer-driven demand. In addition to metal cans, the Group manufactures and supplies a wide range of can ends. Cans and ends are usually distinct items and can be sold separately from each other. A significant portion of our sales volumes are supplied under contracts which include input cost pass through provisions.
The Group usually enters into framework agreements with its customers, which establish the terms and conditions for subsequent individual purchase orders for our goods and services. In the context of the revenue recognition standard IFRS 15 ‘Revenue from Contracts with Customers’, an enforceable contract identifies each party’s enforceable rights regarding the goods or services to be transferred. The Group has concluded that under this accounting standard only individual purchase orders meet such definition of a contract. The individual purchase orders have, in general, a duration of one year or less and, as such, the Group does not disclose any information about remaining performance obligations under these contracts. The payment terms of the Group are in line with customary business practice, which can vary by customer and region. The Group has availed of the practical expedient from considering the existence of a significant financing component as, based on past experience, we expect that, at contract inception, the period between when a promised good is transferred to the customer and when the customer pays for that good will be one year or less.
Revenue is recognised when control of a good or service has transferred to the customer. For certain contracts, the Group manufactures products for customers that have no alternative use and for which the Group has an enforceable right to payment for production completed to date. The Group has concluded that it has such enforceable right to payment plus a reasonable margin once it receives an individual purchase order. Therefore, for such products that have no alternative use and where an enforceable right to payment exists, the Group will recognise revenue over time based on the units produced output method such that a portion of revenue, net of any related estimated rebates and cash discounts, excluding sales or value added tax, will be recognised prior to the dispatch of goods as the Group satisfies the contractual performance obligations for those contracts. For all other contracts, the Group will continue to recognise revenue primarily on dispatch of the goods, net of any related customer rebates and cash discounts, excluding sales and value added taxes.
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The Group often sells products with rebates and cash discounts based on cumulative sales over a period. Such rebate and cash discount consideration is only recognised when it is highly probable that it will not be subsequently reversed and is recognised using the most likely amount depending on the individual contractual terms.
Exceptional items
The Group’s consolidated income statement, consolidated statement of cash flows and segmental analysis separately identify results before specific items. Specific items are those that in management’s judgment need to be disclosed by virtue of their size, nature or incidence to provide additional information. Such items include, where significant, restructuring, redundancy and other costs relating to permanent capacity realignment or footprint reorganisation, directly attributable acquisition costs and acquisition integration costs, and other transaction-related costs, profit or loss on disposal or termination of operations, start-up costs incurred in relation to and associated with plant builds, significant new line investments, major litigation costs and settlements and impairments of non-current assets. In this regard the determination of “significant” as included in our definition uses qualitative and quantitative factors. Judgment is used by the Group in assessing the specific items, which by virtue of their scale and nature, are disclosed in the Group’s consolidated income statement, and related notes as exceptional items.
Management considers columnar presentation to be appropriate in the consolidated income statement as it provides useful additional information and is consistent with the way that financial performance is measured by management and presented to the Board. Exceptional restructuring costs are classified as restructuring provisions and all other exceptional costs when outstanding at the reporting date are classified as exceptional items payable.
Net finance expense
Finance income comprises interest income on funds invested, gains on derecognition of financial assets, ineffective portions of derivative instruments designated as hedging instruments and gains on derivative instruments that are not designated as hedging instruments and are recognised in profit or loss.
Finance expense comprises interest expense on borrowings (including amortisation of deferred debt issuance costs), related party borrowings, interest cost on leases, certain net foreign currency translation gains or losses related to financing, net interest cost on net pension plan liabilities, losses on extinguishment of borrowings and derecognition of financial assets, ineffective portions of derivative instruments designated as hedging instruments, losses on derivative instruments that are not designated as hedging instruments and are recognised in profit or loss, and other finance expense.
The Group capitalises borrowing costs directly attributable to the acquisition, construction or production of manufacturing plants that require a substantial period of time to build that would have been avoided if the expenditure on the qualifying asset had not been made.
Costs related to the issuance of new debt are deferred and amortised within finance expense over the expected terms of the related debt agreements by using the effective interest rate method.
Income tax
Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the consolidated income statement except to the extent that it relates to items recognised in other comprehensive income.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date and any adjustment to tax payable in respect of previous years.
Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are generally not recognised if they arise from the initial recognition of goodwill; deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss, unless the transaction gives rise to equal and offsetting temporary differences, in which case a corresponding deferred tax asset and liability is recognised. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
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Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except for deferred income tax liability where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
Segment reporting
The Board has been identified as the Chief Operating Decision Maker (“CODM”) for the Group.
Operating segments are identified on the basis of the internal reporting regularly provided to the CODM in order to allocate resources to the segment and assess its performance.
Critical accounting estimates, assumptions and judgments
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
| (i) | Income taxes |
The Group is subject to income taxes in numerous jurisdictions and judgment is therefore required in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Where uncertain tax treatments exist, the Group assesses whether it is probable that a tax authority will accept the uncertain tax treatment applied or proposed to be applied in its income tax filings. The Group assesses for each uncertain tax treatment whether it should be considered independently or whether some tax treatments should be considered together based on what the Group believes provides a better prediction of the resolution of the uncertainty. The Group considers whether it is probable that the relevant authority will accept each uncertain tax treatment, or group of uncertain tax treatments, assuming that the taxation authority with the right to examine any amounts reported to it will examine those amounts and will have full knowledge of all relevant information when doing so.
The Group measures tax uncertainties using its best estimate of likely outcomes. This estimate relies on estimates and assumptions and may involve judgments about future events.
Corporate activity including acquisitions, disposals and reorganisations often create tax uncertainties. The Group has determined, with the benefit of opinions from external tax advisors and legal counsel, where appropriate, that it has provided for all taxation liabilities that are probable to arise from such activities.
New information may become available that causes the Group to change its judgment regarding the adequacy of existing tax liabilities. Such changes could result in incremental tax liabilities which could have a material effect on cash flows, financial condition and results of operations.
Where the final tax outcome of these matters is different from the amounts that were originally estimated such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
| (ii) | Measurement of employee benefit obligations |
The Group follows the requirements of IAS 19 ‘Employee Benefits’ to determine the present value of its obligations to current and past employees in respect of defined benefit pension obligations, other long term employee benefits, and other end of service employee benefits which are subject to similar fluctuations in value in the long-term. The Group values its
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liabilities, with the assistance of professional actuaries, to ensure consistency in the quality of the key assumptions underlying the valuations. The critical assumptions and estimates applied are discussed in detail in note 21.
| (iii) | Exceptional items |
The consolidated income statement and segment analysis separately identify results before exceptional items. Exceptional items are those that in management’s judgment need to be disclosed by virtue of their size, nature or incidence.
The Group believes that this presentation provides additional analysis as it highlights exceptional items. The determination of “significant” as included in management’s definition uses qualitative and quantitative factors which remain consistent from period to period. Management uses judgment in assessing the particular items, which by virtue of their scale and nature, are disclosed in the consolidated income statement and related notes as exceptional items. Management considers the consolidated income statement presentation of exceptional items to be appropriate as it provides useful additional information and is consistent with the way that financial information is measured by management and presented to the Board. In that regard, management believes it to be consistent with paragraph 85 of IAS 1 ‘Presentation of Financial Statements’, which permits the inclusion of line items and subtotals that improve the understanding of performance.
(iv) Valuation of earnout shares
The Group follows the guidance of IAS 32 ‘Financial Instruments: Presentation’ in accounting for the Earnout Shares (as defined in note 22). The Earnout Shares are recorded as a financial liability and measured at fair value at each reporting date, and are considered a critical accounting estimate in the comparative financial periods included in these consolidated financial statements. The key data inputs into the valuation are volatility, dividend yield, share price hurdles, share price, and risk-free rate. Volatility is the significant assumption in the fair value of the Earnout Shares as it is not directly market observable and there is estimation uncertainty involved in determining the assumed volatility. The critical assumptions and estimates applied are discussed in detail in note 22.
4. Segment analysis
The Group’s two operating and reportable segments, Europe and Americas, reflect the basis on which the Group’s performance is reviewed by management and presented to the CODM.
Performance of the Group is assessed based on Adjusted EBITDA. Adjusted EBITDA is the profit or loss for the period before income tax charge or credit, net finance expense, depreciation and amortisation and exceptional operating items. Sales contracts generally provide for the pass through of metal and energy price fluctuations as well as a mechanism for the recovery of other input cost inflation, while certain contracts have tolling arrangements whereby customers arrange for the procurement of metal themselves. Consequently, the CODM evaluates the financial effects of the business activities of the reportable segments based on Adjusted EBITDA, which includes the net impact of the pass through pricing model operated by the business.
Other items are not allocated to segments, as these are reviewed by the CODM on a group-wide basis. Segmental revenues are derived from sales to external customers. Inter-segmental revenue is not material.
Reconciliation of profit/(loss) for the year to Adjusted EBITDA
| | | | | |
| | Year ended 31 December | | ||
| | 2025 | | 2024 | |
| | $’m | | $’m | |
Profit/(loss) for the year |
| 11 | | (3) | |
Income tax (credit)/charge (note 7) |
| (7) |
| 13 |
|
Net finance expense (note 6) |
| 240 |
| 192 |
|
Depreciation and amortisation (notes 10, 11) |
| 463 |
| 449 |
|
Exceptional operating items (note 5) |
| 32 |
| 21 |
|
Adjusted EBITDA |
| 739 |
| 672 |
|
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The segment results for the year ended 31 December 2025 are:
| | Europe | | Americas | | Total |
| | $’m | | $’m | | $’m |
Revenue |
| 2,307 | | 3,190 |
| 5,497 |
Adjusted EBITDA |
| 272 | | 467 |
| 739 |
Capital expenditure |
| 96 | | 88 |
| 184 |
Segment assets |
| 2,740 | | 2,939 |
| 5,679 |
The segment results for the year ended 31 December 2024 are:
| | Europe | | Americas | | Total |
| | $’m | | $’m | | $’m |
Revenue |
| 2,161 | | 2,747 |
| 4,908 |
Adjusted EBITDA |
| 257 | | 415 |
| 672 |
Capital expenditure |
| 76 | | 103 |
| 179 |
Segment assets |
| 2,589 | | 2,873 |
| 5,462 |
One customer accounted for greater than 10% of total revenue in 2025 (2024: one).
Capital expenditure is the sum of purchases of property, plant and equipment and software and other intangibles, net of proceeds from disposal of property, plant and equipment, as per the consolidated statement of cash flows.
Segment assets consist of intangible assets, property, plant and equipment, derivative financial instrument assets, deferred tax assets, employee benefit assets, other non-current assets, inventories, trade and other receivables, contract assets, income tax receivable and cash, cash equivalents, and restricted cash. The material accounting policies of the segments are the same as those in the consolidated financial statements of the Group as set out in note 3.
Total revenue from the Group in countries which account for more than 10% of total revenue, in the current or prior years presented, are as follows:
| | Year ended 31 December | | ||
| | 2025 | | 2024 | |
Revenue | | $’m | | $’m | |
U.S. |
| 2,552 |
| 2,122 |
|
UK | | 551 | | 509 | |
The revenue above is attributed to countries on a destination basis.
Non-current assets, excluding derivative financial instrument assets, deferred tax assets, employee benefit assets and goodwill arising on acquisitions in countries which account for more than 10% of non-current assets are the U.S. 45% (2024: 47%), Brazil 17% (2024: 17%) and Germany 14% (2024: 13%).
The Company is domiciled in Luxembourg. During the year the Group had revenues of $nil (2024: $nil) with customers in Luxembourg. Non-current assets located in Luxembourg were $nil (2024: $nil).
Within each reportable segment our respective packaging containers have similar production processes and classes of customers. Further, they have similar economic characteristics, as evidenced by similar profit margins, similar degrees of risk and similar opportunities for growth. Based on the foregoing, we do not consider that they constitute separate product lines and therefore additional disclosures relating to product lines is not necessary.
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Disaggregation of revenue
The following illustrates the disaggregation of revenue by destination for the year ended 31 December 2025:
| | | | North | | Rest of the | | |
| | Europe | | America | | world | | Total |
| | $'m | | $'m | | $'m | | $'m |
Europe | | 2,275 | | 7 | | 25 | | 2,307 |
Americas | | – | | 2,707 | | 483 | | 3,190 |
Group | | 2,275 | | 2,714 | | 508 | | 5,497 |
The following illustrates the disaggregation of revenue by destination for the year ended 31 December 2024:
| | | | North | | Rest of the | | |
| | Europe | | America | | world | | Total |
| | $'m | | $'m | | $'m | | $'m |
Europe | | 2,134 | | 3 | | 24 | | 2,161 |
Americas | | – | | 2,295 | | 452 | | 2,747 |
Group | | 2,134 | | 2,298 | | 476 | | 4,908 |
The following illustrates the disaggregation of revenue based on the timing of transfer of goods and services:
| | Year ended 31 December | | ||
| | 2025 | | 2024 | |
| | $’m | | $’m | |
Over time |
| 4,367 |
| 3,876 |
|
Point in time |
| 1,130 |
| 1,032 |
|
Total |
| 5,497 |
| 4,908 |
|
5. Exceptional items
| | Year ended 31 December | | ||
| | 2025 | | 2024 | |
| | $’m | | $’m | |
Start-up related and other costs | | 6 | | 24 | |
Impairment charge/(reversal) - property, plant and equipment | | 10 | | (4) | |
Restructuring (credit)/charge | | — | | (4) | |
Exceptional items – cost of sales |
| 16 |
| 16 |
|
Transaction-related and other costs | | 16 | | 5 | |
Exceptional items – SG&A expenses |
| 16 |
| 5 |
|
Exceptional finance expense/(income) | | 14 | | (13) | |
Exceptional items – finance expense/(income) |
| 14 |
| (13) |
|
Exceptional income tax (credit)/charge (note 7) |
| (22) |
| 8 |
|
Total exceptional items, net of tax |
| 24 |
| 16 |
|
Exceptional items are those that in management’s judgment need to be disclosed by virtue of their size, nature or incidence.
2025
A net charge of $24 million has been recognised as exceptional items for the year ended 31 December 2025, primarily comprising:
| ● | $6 million start-up related and other costs in the Americas ($3 million) and in Europe ($3 million), principally relating to the Group’s investment programs. |
| ● | $10 million impairment of property, plant and equipment relating to early-stage capital expenditure for a proposed |
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| greenfield site development in Europe. The project was deferred during the year resulting in certain of the initial costs incurred no longer being recoverable. |
| ● | $16 million of transaction-related and other costs, comprised principally of real estate transfer tax and other costs in connection with the Transaction, together with professional advisory fees and other costs incurred in respect of the Group's transformation initiatives. |
| ● | $14 million net exceptional finance expenses includes premiums payable on and accelerated amortisation of deferred debt issue costs and other expenses related to (i) the early redemption of the Group's $600 million 6.000% Senior Secured Green Notes due 2027; (ii) repayment of the Senior Secured Term Loan; and (iii) termination of the Group's cross currency interest rate swaps (“CCIRS”) in December 2025 (note 20), partly offset by a gain on the movements in fair value of the Earnout Shares and Private and Public Warrants (note 22). |
| ● | Tax credits of $22 million have been recognised in relation to exceptional items. |
2024
A net charge of $16 million has been recognised as exceptional items for the year ended 31 December 2024, primarily comprising:
| ● | $24 million start-up related and other costs in the Americas ($15 million) and in Europe ($9 million), primarily relating to the Group’s investment programs. |
| ● | A $4 million credit relating to property, plant and equipment in Whitehouse, Ohio, which was disposed of or re-distributed for use elsewhere in the Americas operating network during the year resulting in a part-reversal of the impairment charge previously recognised in respect of the plant closure completed in February 2024. |
| ● | A $4 million credit primarily relating to restructuring costs provided for in the prior year for the closure of the Whitehouse facility has also been recognised, in respect of costs no longer expected to be incurred. |
| ● | $5 million transaction-related and other costs, primarily comprised of professional advisory fees and restructuring and other costs relating to transformation initiatives. |
| ● | $13 million exceptional finance income primarily relates to a gain on movements in the fair market values of the Earnout Shares, Private and Public Warrants. |
| ● | Tax charges of $8 million have been recognised in relation to exceptional items. |
6. Net finance expense
| | Year ended 31 December | | ||
| | 2025 | | 2024 | |
| | $’m | | $’m | |
Senior Facilities interest expense* | | 158 | | 140 | |
Net pension interest cost (note 21) |
| 5 |
| 5 | |
Lease interest cost | | 23 | | 25 | |
Foreign currency translation loss |
| 6 |
| — |
|
Loss/(gain) on derivative financial instruments | | 6 | | (5) |
|
Other net finance expense |
| 28 |
| 40 |
|
Net finance expense before exceptional items |
| 226 | | 205 | |
Exceptional net finance expense/(income) (note 5) |
| 14 |
| (13) |
|
Net finance expense |
| 240 |
| 192 |
|
*Includes interest related to Senior Secured Green Notes, Senior Green Notes and, up to the date of repayment, the Senior Secured Term Loan.
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During the year ended 31 December 2025, the Group recognised $23 million (2024: $25 million) of interest paid related to lease liabilities in cash used in operating activities in the consolidated statement of cash flows. Other net finance expense is primarily comprised of fees incurred on the Group’s receivables financing arrangements.
7. Income tax
| | Year ended 31 December | | ||
| | 2025 | | 2024 | |
| | $’m | | $’m | |
Current tax: | | | | | |
Current tax charge for the year | | 25 | | 17 | |
Adjustments in respect of prior years | | (1) | | (5) | |
Total current tax charge |
| 24 |
| 12 |
|
Deferred tax: | | | | | |
Deferred tax (credit) for the year | | (27) | | (2) | |
Adjustments in respect of prior years | | (4) | | 3 | |
Total deferred tax (credit)/charge |
| (31) |
| 1 |
|
Income tax (credit)/charge |
| (7) | | 13 | |
Reconciliation of income tax (credit)/charge and the profit/(loss) before tax multiplied by the domestic tax rate of the Company for the years ended 31 December 2025 and 2024 is as follows:
| | Year ended 31 December | | ||
| | 2025 | | 2024 | |
| | $’m | | $’m | |
Profit before tax |
| 4 |
| 10 |
|
Profit before tax multiplied by the standard rate of Luxembourg corporation tax: 23.87% (2024: 24.94%) |
| 1 |
| 2 |
|
Tax losses for which no deferred income tax asset was recognised | | 2 | | 14 | |
Re-measurement of deferred taxes | | 3 | | — | |
Adjustment in respect of prior years |
| (5) |
| (2) |
|
Income subject to state and other local income taxes |
| 1 |
| 5 |
|
Income taxed at rates other than standard tax rates |
| (9) |
| (10) |
|
Non-deductible and other items |
| — |
| 4 |
|
Income tax (credit)/charge |
| (7) |
| 13 |
|
The total income tax (credit)/charge outlined above for each year includes a tax credit of $22 million for the year ended 31 December 2025 (2024: $8 million charge) recognised in relation to the items set out in Note 5 – Exceptional items.
Tax losses for which no deferred income tax asset was recognised relates to net operating losses and the carry-forward of interest expense in certain jurisdictions. Income taxed at non-standard rates takes account of foreign tax rate differences (versus the Luxembourg standard 23.87% rate, 24.94% in 2024) on earnings and includes the non-taxable gain on movements in the fair market values on the Earnout Shares, Private and Public Warrants.
The Group is within the scope of the OECD Pillar Two model rules. Pillar Two legislation was enacted in Luxembourg, the jurisdiction in which AMPSA is incorporated and is effective since 1 January 2024. The Group applies the mandatory exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to IAS 12 issued in May 2023. The Group qualifies for Pillar Two transitional safe harbor exemptions in the majority of the jurisdictions in which the Group operates, and the Pillar Two rules do not have a material impact on the Group effective tax rate in the financial years ended 31 December 2025 and 2024. The Group is continuing to assess any future exposure to Pillar Two legislation.
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8. Earnings per share
Basic earnings per share (“EPS”) is calculated by dividing the profit/(loss) attributable to equity holders by the weighted average number of shares outstanding during the year.
The following table reflects the income statement profit/(loss) and share data used in the basic EPS calculations:
| | | | ||||
| | Year ended 31 December | | ||||
| | 2025 | | 2024 | | ||
| | $'m | | $'m | | ||
Profit/(loss) attributable to equity holders as presented in the income statement |
| | 11 | | | (3) | |
Less: Dividends on preferred shares (note 25) | | | (22) | | | (24) | |
Loss attributable to equity holders used in calculating earnings per share | | | (11) | | | (27) | |
Weighted average number of ordinary shares for EPS (millions) |
| | 597.7 |
| | 597.7 | |
Loss per share | | $ | (0.02) | | $ | (0.05) | |
Diluted loss per share is consistent with basic loss per share, as there are no dilutive potential shares during the periods presented above.
Please refer to note 18 for any details of transactions involving Ordinary Shares for the year ended 31 December 2025.
9. Employee and audit service costs
| | Year ended 31 December | | ||
| | 2025 | | 2024 | |
| | $’m | | $’m | |
Wages and salaries | | 496 | | 470 | |
Social security costs | | 124 | | 115 | |
Defined benefit plan pension costs (note 21) | | 12 | | 11 | |
Defined contribution plan pension costs (note 21) | | 22 | | 21 | |
Group employee costs | | 654 | | 617 | |
| | At 31 December | | ||
Employees | | 2025 | | 2024 | |
Europe | | 3,536 | | 3,485 | |
Americas | | 2,878 | | 2,899 | |
Group | | 6,414 | | 6,384 | |
The table above presents the average number of employees for each year.
PricewaterhouseCoopers have acted as our principal accountants for the years ended 31 December 2025 and 31 December 2024. The following summarises the total amounts for professional fees rendered in those periods:
| | Year ended 31 December | ||
| | 2025 | | 2024 |
| | $'m | | $'m |
Audit services fees | | 5 | | 5 |
Audit - related services fees | | 1 | | — |
Tax services fees | | 1 | | 1 |
Total |
| 7 |
| 6 |
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10. Intangible assets
| | | | | | | | | | |
| | Goodwill | | Customer relationships | | Technology and other | | Software | | Total |
| | $'m | | $'m | | $'m | | $'m | | $'m |
Net book value at 1 January 2024 | | 999 | | 352 | | 10 | | 21 | | 1,382 |
Additions | | — | | — | | 10 | | 14 | | 24 |
Amortisation charge | | — | | (129) | | (3) | | (8) | | (140) |
Exchange | | (33) | | (8) | | (1) | | (1) | | (43) |
At 31 December 2024 | | 966 | | 215 | | 16 | | 26 | | 1,223 |
| | | | | | | | | | |
Cost | | 966 | | 1,328 | | 57 | | 62 | | 2,413 |
Accumulated amortisation | | — | | (1,113) | | (41) | | (36) | | (1,190) |
Net book value at 31 December 2024 | | 966 | | 215 | | 16 | | 26 | | 1,223 |
| | | | | | | | | | |
| | | | | | | | | | |
Net book value at 1 January 2025 | | 966 | | 215 | | 16 | | 26 | | 1,223 |
Additions | | — | | — | | 8 | | 4 | | 12 |
Amortisation charge | | — | | (126) | | (3) | | (9) | | (138) |
Exchange | | 69 | | 11 | | 2 | | 2 | | 84 |
At 31 December 2025 | | 1,035 | | 100 | | 23 | | 23 | | 1,181 |
| | | | | | | | | | |
Cost | | 1,035 | | 1,429 | | 70 | | 70 | | 2,604 |
Accumulated amortisation | | — | | (1,329) | | (47) | | (47) | | (1,423) |
Net book value at 31 December 2025 | | 1,035 | | 100 | | 23 | | 23 | | 1,181 |
In 2022, the Ardagh Group and AMPSA signed a letter agreement for the development and acquisition of joint information technology assets (both hardware and software) which are operated for the mutual benefit of both parties (the “Joint IT Assets”). This letter agreement requires the consent of both parties for all activities that significantly affect the returns from the Joint IT Assets and unless otherwise agreed by the parties in writing, the agreement provides that rights, title and interest in any Joint IT Assets, shall be divided in agreed proportions. Costs in both the development and operation of the Joint IT Assets will be borne by both parties, in accordance with each party’s ownership share. In the year ended 31 December 2025, AMPSA capitalised costs associated with the development of the Joint IT Assets of approximately $4 million (2024: $4 million). The Joint IT Asset agreement is accounted for as a joint operation.
Impairment
The Group has considered the carrying value of the Group’s intangible assets (excluding goodwill) and assessed for indicators of impairment at 31 December 2025 in accordance with IAS 36 ‘Impairment of Assets’. No such indicators of impairment were identified. The Group has concluded that the potential impact of climate change does not have a significant impact on the carrying value or remaining useful lives of the intangible assets of the Group at 31 December 2025.
Goodwill
Allocation of goodwill
Goodwill that originated from the acquisition of the Group by the Ardagh Group has been allocated to CGUs that are expected to benefit from synergies arising from that combination. The groupings represent the lowest level at which the related goodwill is monitored for internal management purposes.
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The lowest level within the Group at which the goodwill is monitored for internal management purposes and consequently the groups of CGUs to which goodwill is allocated and tested for impairment, is set out below:
| | At 31 December | ||
| | 2025 | | 2024 |
| | $’m | | $’m |
Europe |
| 596 |
| 527 |
Americas |
| 439 |
| 439 |
Total goodwill |
| 1,035 |
| 966 |
Impairment test for goodwill
The Group performs its impairment test of goodwill annually or whenever indicators suggest that impairment may have occurred.
Recoverable amount and carrying amount
The Group uses the fair value less costs of disposal (“FVLCD”) model for the purposes of its annual goodwill impairment testing.
In assessing FVLCD, we have used a market approach, which includes, as a key assumption, a multiple to Adjusted EBITDA for the year ended 31 December 2025. The multiple used is based on both AMPSA and comparable companies’ equity valuations and was further adjusted for disposal costs. The valuation is considered to be level 2 in the fair value hierarchy.
A sensitivity analysis was performed reflecting reasonably possible potential variations in the applied Adjusted EBITDA multiple. If the multiple which was applied to the Adjusted EBITDA for the year ended 31 December 2025, was reduced by 1x, the recoverable amounts calculated for the Europe and Americas groups of CGUs are still significantly in excess of the carrying values of the Europe and Americas groups of CGUs. As a result of the significant excess of recoverable amount, we consider that completing the calculation of the recoverable amount of the Europe and Americas groups of CGUs using a value in use (“VIU”) model or providing additional disclosures under IAS 36 are not required.
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11. Property, plant and equipment
| | | | Plant, | | | | |
| | Land and | | machinery | | Dunnage | | |
| | buildings | | and other | | and other | | Total |
| | $'m | | $'m | | $'m | | $'m |
Net book value at 1 January 2024 | | 595 | | 1,936 | | 97 | | 2,628 |
Additions | | 83 | | 114 | | 15 | | 212 |
Disposals | | (7) | | (6) | | — | | (13) |
Impairment reversal | | — | | 4 | | — | | 4 |
Depreciation charge | | (86) | | (192) | | (31) | | (309) |
Transfers* | | 45 | | (48) | | 3 | | — |
Exchange | | (9) | | (32) | | (1) | | (42) |
At 31 December 2024 | | 621 | | 1,776 | | 83 | | 2,480 |
| | | | | | | | |
Cost | | 927 | | 2,666 | | 218 | | 3,811 |
Accumulated depreciation and impairment losses | | (306) | | (890) | | (135) | | (1,331) |
Net book value at 31 December 2024 | | 621 | | 1,776 | | 83 | | 2,480 |
| | | | | | | | |
| | | | | | | | |
Net book value at 1 January 2025 | | 621 | | 1,776 | | 83 | | 2,480 |
Additions | | 95 | | 159 | | 20 | | 274 |
Disposals | | (1) | | (2) | | (1) | | (4) |
Impairment charge | | — | | (10) | | — | | (10) |
Depreciation charge | | (89) | | (205) | | (31) | | (325) |
Exchange | | 22 | | 74 | | 4 | | 100 |
At 31 December 2025 | | 648 | | 1,792 | | 75 | | 2,515 |
| | | | | | | | |
Cost | | 1,047 | | 2,898 | | 247 | | 4,192 |
Accumulated depreciation and impairment losses | | (399) | | (1,106) | | (172) | | (1,677) |
Net book value at 31 December 2025 | | 648 | | 1,792 | | 75 | | 2,515 |
* Transfers during the prior year related to the final categorisation of assets which were previously under construction in relation to certain business growth projects in the Americas.
Depreciation expense of $314 million (2024: $298 million) has been charged in cost of sales and $11 million (2024: $11 million) in sales, general and administration expenses.
Construction in progress at 31 December 2025 was $254 million (2024: $244 million).
Included in property, plant and equipment is an amount for land of $80 million (2024: $76 million).
Substantially all of the Group’s property, plant and equipment is pledged as security under the terms and conditions of the Group’s financing arrangements. No interest was capitalised in the year (2024: $nil).
Impairment
During the year ended 31 December 2025, the Group recognised a $10 million impairment charge on property, plant and equipment in respect of early-stage capital expenditure for a proposed greenfield site development in Europe (note 5).
In the year ended 31 December 2024, the Group recognised a $4 million part-reversal of the impairment charge initially recognised in the previous year following the disposal of property, plant and equipment in the Americas, in addition to the re-distribution of certain of the plant and machinery to other facilities in the Group’s operating network.
The Group has considered the carrying value of the property, plant and equipment at 31 December 2025 and assessed the
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indicators of impairment in accordance with IAS 36. No such indicators of impairment were identified.
The Group has concluded that the potential impact of climate change does not have a significant impact on the carrying value or remaining useful lives of the property, plant and equipment of the Group at 31 December 2025.
Right of use assets — Net book value, depreciation and variable lease expense
The following right-of-use assets were included in property, plant and equipment:
| | | | Plant, | | Dunnage | | |
| | Land and | | machinery | | and | | |
| | buildings | | and other | | other | | Total |
Net book value at 31 December | | $’m | | $’m | | $’m | | $’m |
2025 |
| 137 |
| 226 |
| 29 |
| 392 |
2024 |
| 115 |
| 238 |
| 32 |
| 385 |
The increase in the net book value of the right-of-use assets at 31 December 2025 to $392 million is the result of total additions during the year to the right-of-use assets of $98 million and exchange gains of $10 million, partly offset by a depreciation charge of $100 million, comprised of land and buildings ($65 million), plant and machinery ($27 million) and dunnage and other ($8 million) and disposals of $1 million.
The decrease in the net book value of the right-of-use assets at 31 December 2024 to $385 million is primarily the result of a depreciation charge of $92 million, comprised of land and buildings ($63 million), plant and machinery ($22 million) and dunnage and other ($7 million), exchange loss of $5 million and disposals of $3 million, partly offset by total additions during the year to the right-of-use assets of $73 million.
The Group incurred variable lease expense of $42 million for the year ended 31 December 2025 (2024: $45 million) primarily related to warehouse leases.
Capital commitments
The Group had contracted capital commitments in relation to property, plant and equipment at 31 December 2025 of $53 million (2024: $92 million).
12. Non-current assets
| | At 31 December | ||
| | 2025 | | 2024 |
| | $’m | | $’m |
Customer receivables | | 40 | | 36 |
Indirect tax assets and other non-current assets | | 24 | | 17 |
| | 64 | | 53 |
At 31 December 2025 and 2024, customer receivables include amounts recognised in respect of long-term contractual arrangements with customers and a long-term balance receivable from a customer following a court-supervised reorganisation in 2023.
Non-current indirect taxes principally include indirect tax credits arising in the Americas which are expected to be utilised after more than one year from the reporting date.
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13. Deferred tax
The movement in deferred tax assets and liabilities during the year was as follows:
| | Assets | | Liabilities | | Total |
| | $’m | | $’m | | $’m |
At 1 January 2024 |
| 283 |
| (357) |
| (74) |
(Charged)/credited to the income statement (note 7) |
| (6) |
| 5 |
| (1) |
(Charged)/credited to other comprehensive income |
| (3) |
| 2 |
| (1) |
Exchange |
| (6) |
| 5 |
| (1) |
At 31 December 2024 |
| 268 |
| (345) |
| (77) |
(Charged)/credited to the income statement (note 7) |
| (8) |
| 39 |
| 31 |
Charged to other comprehensive income | | (4) | | (5) | | (9) |
Exchange |
| 11 |
| (11) |
| — |
At 31 December 2025 |
| 267 |
| (322) |
| (55) |
The components of deferred tax assets and liabilities are as follows:
| | At 31 December | ||
| | 2025 | | 2024 |
| | $’m | | $’m |
Tax losses | | 66 | | 53 |
Employee benefit obligations | | 16 | | 19 |
Depreciation timing differences (including leases) | | 120 | | 123 |
Provisions | | 34 | | 29 |
Other | | 31 | | 44 |
| | 267 | | 268 |
Available for offset | | (205) | | (204) |
Deferred tax assets | | 62 | | 64 |
Intangible assets | | (74) | | (85) |
Accelerated depreciation and other fair value adjustments (including leases) | | (227) | | (246) |
Other | | (21) | | (14) |
| | (322) | | (345) |
Available for offset | | 205 | | 204 |
Deferred tax liabilities | | (117) | | (141) |
The tax credit/(charge) recognised in the consolidated income statement is analysed as follows:
| | | ||
| | Year ended 31 December | ||
| | 2025 | | 2024 |
| | $’m | | $’m |
Tax losses | | 9 | | 16 |
Employee benefit obligations | | (1) | | (1) |
Depreciation timing differences (including leases) | | (7) | | (21) |
Provisions | | 4 | | — |
Other deferred tax assets | | (13) | | — |
Intangible assets | | 15 | | 14 |
Accelerated depreciation and other fair value adjustments (including leases) | | 24 | | (8) |
Other deferred tax liabilities | | — | | (1) |
| | 31 | | (1) |
Deferred tax assets are only recognised on tax loss carry forwards to the extent that the realisation of the related tax benefit through future taxable profits is probable based on management’s forecasts.
The Group did not recognise deferred tax assets of $1.2 billion (2024: $675 million) in respect of tax losses amounting to $5.1 billion (2024: $2.9 billion) that can be carried forward against future taxable income due to uncertainty regarding their
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utilisation. These losses include $36 million losses which do not expire, $159 million which expire between 2029 and 2032, and $4.9 billion which expire between 2038 and 2041 under current tax legislation.
No provision has been made for temporary differences applicable to investments in subsidiaries as the Group is in a position to control the timing of reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Given that exemptions and tax credits would be available in the context of the Group’s investments in subsidiaries in the majority of jurisdictions in which it operates, the aggregate amount of temporary differences in respect of which deferred tax liabilities have not been recognised would not be material.
14. Inventories
| | At 31 December | ||
| | 2025 | | 2024 |
| | $’m | | $’m |
Raw materials and consumables |
| 373 |
| 244 |
Work-in-progress | | 3 | | 3 |
Finished goods |
| 133 |
| 135 |
|
| 509 |
| 382 |
Certain inventories held by the Group have been pledged as security under the Group’s Global Asset Based Loan Facility (note 20). There were no drawings under this facility at 31 December 2025 (2024: $nil).
The amounts recognised as a write-down in inventories or as a reversal of a write-down for the year ended 31 December 2025 were not material (2024: not material).
At 31 December 2025, the hedging loss included in the carrying value of inventories, which will be recognised in the income statement when the related finished goods have been sold is $1 million (2024: $1 million).
15. Trade and other receivables
| | | At 31 December | ||
| | | 2025 | | 2024 |
| | | $’m | | $’m |
Trade receivables | |
| 351 |
| 224 |
Other receivables and prepayments | |
| 114 |
| 106 |
Related party receivables (note 26) | | | 2 | | 2 |
| |
| 467 |
| 332 |
Other receivables and prepayments include non-financial assets of $72 million (2024: $53 million) and value added tax recoverable of $33 million (2024: $45 million).
The fair values of trade and other receivables approximate the amounts shown above.
Movements on the provisions for impairment of trade receivables are as follows:
| | | 2025 | | 2024 |
| | | $'m | | $'m |
At 1 January | | | 10 | | 3 |
Provision for impairment of receivables |
| | 3 | | 7 |
Receivables written off during the year as uncollectible |
| | (1) | | — |
Net remeasurement of loss allowance | | | (3) | | — |
Exchange | | | 1 | | — |
At 31 December |
| | 10 | | 10 |
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable set out above.
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Provisions against specific balances
Significant balances are assessed for evidence of increased credit risk. Examples of factors considered are high probability of bankruptcy, breaches of contract or major concession being sought by the customer. Instances of significant single customer related bad debts are rare.
Providing against the remaining population of customers
The Group monitors actual historical credit losses and adjusts for forward-looking information to measure the level of expected losses. Adverse changes in the payment status of customers of the Group, or national or local economic conditions that correlate with defaults on receivables owing to the Group, may also provide a basis for an increase in the level of provision above historic loss experience.
At 31 December 2025, trade receivables of $6 million (2024: $9 million) were past due but not impaired. These relate to a number of independent customers for whom there is no recent history of default. The aging analysis of these trade receivables is as follows:
| | | At 31 December | ||
| | | 2025 | | 2024 |
| | | $'m | | $'m |
Up to three months past due | | | 5 | | 8 |
Three to six months past due | | | — | | — |
Over six months past due | | | 1 | | 1 |
| | | 6 | | 9 |
Receivables Factoring and Related Programs
The Group participates in several uncommitted accounts receivable factoring and related programs with various financial institutions for certain receivables. Such programs are accounted for as true sales of receivables, as they are either without recourse to the Group or transfer substantially all the risk and rewards to the financial institutions. Receivables of $579 million were sold under these programs at 31 December 2025 (31 December 2024: $620 million).
16. Contract assets
The following table provides information about significant changes in contract assets:
| | 2025 | | 2024 |
| | $’m | | $’m |
At 1 January | | 251 | | 259 |
Transfers from contract assets recognised at beginning of year to receivables |
| (251) |
| (254) |
Increases as a result of new contract assets recognised during the year |
| 245 |
| 256 |
Exchange |
| 22 |
| (10) |
Balance as at 31 December |
| 267 |
| 251 |
17. Cash, cash equivalents and restricted cash
| | At 31 December | ||
| | 2025 | | 2024 |
| | $’m | | $’m |
Cash at bank and in hand |
| 208 |
| 214 |
Short term bank deposits | | 308 | | 388 |
Restricted cash |
| 6 |
| 8 |
|
| 522 |
| 610 |
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18. Equity share capital and share premium
Issued and fully paid shares:
| | | | | | | | | | |
| | | | | | | | | | |
| | Ordinary Shares | | 9% Cumulative Preferred Shares | | Share capital | | Share premium | ||
| | No. of shares ('m) | $'m | | No. of shares ('m) | $'m | | $'m | | $'m |
At 31 December 2024 | | 597.7 | 7 | | 56.3 | 260 | | 267 | | 5,989 |
Redemption and cancellation of Preferred Shares | | – | – | | (56.3) | (260) | | (260) | | – |
At 31 December 2025 | | 597.7 | 7 | | – | – | | 7 | | 5,989 |
The authorised share capital of the Company is set at one billion euro and zero cents (€1,000,000,000), divided into up to one hundred billion (100,000,000,000) shares (the “Shares”) represented by ordinary shares.
On 2 December 2025, the Company redeemed its 56,306,306 non-convertible, non-voting 9% cumulative Preferred Shares with a nominal value of €4.44 each, issued in July 2022 to AGSA and subsequently transferred to a wholly-owned subsidiary of AGSA in 2024, for a total consideration of €250 million ($289 million at the exchange rate applicable on that date). The Preferred Shares were subsequently cancelled on 9 December 2025.
There have been no material transactions involving Ordinary Shares between the reporting date and the authorisation of these consolidated financial statements.
Other reserves
Other reserves includes $5.6 billion arising from the Ardagh Group reorganisation which resulted in the Company acquiring the metal packaging operations of Ardagh Group S.A. that occurred during the year ended 31 December 2021.
19. Financial risk factors
The Group’s activities expose it to a variety of financial risks: capital structure risk, interest rate risk, currency exchange risk, commodity price risk, credit risk and liquidity risk.
Capital structure risk
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern and provide returns to its shareholders. The Group funds its operations primarily from the following sources of capital: borrowings, cash flows and shareholders’ capital. The Group aims to achieve a capital structure that results in an appropriate cost of capital to accommodate material investments or acquisitions, while providing flexibility in short and medium term funding. The Group also aims to maintain a strong statement of financial position and to provide continuity of financing by having a range of maturities and borrowing from a variety of sources.
The Group’s overall treasury objectives are to ensure sufficient funds are available for the Group to carry out its strategy and to manage certain financial risks to which the Group is exposed, details of which are provided below. The Finance Committee of the Board (the “Finance Committee”) reviews and monitors the capital structure, financial policies and treasury function in addition to advising the Board on whether to approve financing agreements or arrangements.
Financial risks are managed on the advice of Group Treasury and senior management in conjunction with the Finance Committee. The Group does not permit the use of treasury instruments for speculative purposes, under any circumstances. Group Treasury regularly reviews the level of cash and debt facilities required to fund the Group’s activities, plans for repayment and refinancing of debt, and identifies an appropriate amount of headroom to provide a reserve against unexpected funding requirements.
The Group’s long-term liquidity needs primarily relate to the servicing of its debt obligations. Management expect to satisfy the Group’s future long-term liquidity needs through a combination of cash flow generated from operations and, where appropriate, to raise additional financing and to refinance the Group’s debt obligations in advance of their respective
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maturity. The Group generates substantial cash flow from operations on an annual basis. The Group had $522 million in cash, cash equivalents and restricted cash at 31 December 2025 (2024: $610 million), as well as available but undrawn liquidity of $442 million (2024: $353 million) under its credit facilities (note 20).
Additionally, financial instruments, including derivative financial instruments, are used to hedge exposure to interest rate, currency exchange risk and commodity price risk.
One of the Group’s key metrics is the ratio of consolidated external net debt as a multiple of Adjusted EBITDA (see note 4). As at 31 December 2025 the ratio was 5.3x (2024: 4.9x).
Interest rate risk
At 31 December 2025, the interest on the Group’s senior facilities was 100% (2024: 92%) fixed, with a weighted average interest rate of 4.0% (2024: 4.1%). As a result, movements in market interest rates would not have a material impact on either profit or loss, or shareholders’ equity.
Currency exchange risk
The Group presents its consolidated financial statements in U.S. dollar. The functional currency of the Company is euro.
At 31 December 2025, the Group operated 23 production facilities in 9 countries, across three continents and its main currency exposure in the year then ended, from the euro functional currency, was in relation to the U.S. dollar, British pound and Brazilian real. Currency exchange risk arises from future commercial transactions and recognised assets and liabilities.
As a result of the consolidated financial statements being presented in U.S. dollar, the Group’s results are also impacted by fluctuations in the U.S. dollar exchange rate versus the euro.
The Group has a limited level of transactional currency exposure arising from sales or purchases by operating units in currencies other than their functional currencies.
The Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk. Currency exposure arising from the net assets of the Group’s foreign operations is managed primarily through borrowings and swaps denominated in the Group’s principal foreign currencies.
Fluctuations in the value of these currencies with respect to the euro functional currency may have a significant impact on the Group’s financial condition and results of operations. The Group believes that a strengthening of the functional currency euro exchange rate by 1% against all other foreign currencies from the 31 December 2025 rate would decrease shareholders’ equity by approximately $1 million (2024: $4 million decrease).
Commodity price risk
The Group is exposed to changes in prices of energy and its main raw materials, primarily aluminium. Aluminium is traded daily as a commodity on the London Metal Exchange, which has historically been subject to significant price volatility. Because aluminium is priced in U.S. dollar, fluctuations in the U.S. dollar/euro rate also affect the euro cost of aluminium. Furthermore, the relative price of oil and its by-products may impact our business, affecting our transport, lacquer and ink costs.
Our preferred commodity price risk management mechanism is the use of pass through provisions in our sales contracts. Where we do not have such pass through provisions, we use fixed price supply or derivative agreements to manage commodity price risk. We depend on an active liquid market and available credit lines with suppliers and banks to cover this risk. Our risk management practices are dependent on robust hedging policies and procedures.
Energy price has been exposed to increased volatility in recent years. Where energy pass through provisions in our contracts do not exist, the Group’s policy is to purchase natural gas and electricity by entering into forward price fixing arrangements with suppliers for the majority of our anticipated requirements for the year ahead and certain of our requirements beyond one year. Such contracts are used exclusively to obtain delivery of the Group’s anticipated energy supplies. The Group does not trade nor look to profit from such activities. The Group avails ourselves of the own use
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exemption and, therefore, these contracts are treated as executory contracts. Any natural gas and electricity which is not purchased under forward price fixing arrangements is purchased under index tracking contracts or at spot prices. Where entering forward price-fixing arrangements with suppliers is not practical, the Group may use derivative contracts with counterparty banks to cover the risk.
Increasing raw material costs over time has the potential, if customers are unable to pass on price increases, to reduce sales volume and could therefore have a significant impact on our business. We are also exposed to possible interruptions of supply of aluminium or other raw materials and any inability to purchase raw materials could negatively impact our operations.
Credit risk
Credit risk arises from derivative contracts, cash and deposits held with banks and financial institutions, as well as credit exposures to the customers of the Group, including outstanding receivables. The policy of the Group is to invest excess liquidity, only with recognised and reputable financial institutions. For banks and financial institutions, only independently rated parties with a minimum rating of “BBB+” from at least two credit rating agencies are accepted, where possible. The credit ratings of banks and financial institutions are monitored to ensure compliance with Group policy. Risk of default is controlled within a policy framework of dealing with high quality institutions and by limiting the amount of credit exposure to any one bank or institution.
The Group’s policy is to extend credit to customers of good credit standing. Credit risk is managed on an on-going basis, by experienced people within the Group. The Group’s policy for the management of credit risk in relation to trade receivables involves periodically assessing the financial reliability of customers, taking into account their financial position, past experience and other factors. Provisions are made where deemed necessary and the utilisation of credit limits is regularly monitored. Management does not expect any significant counterparty to fail to meet its obligations. The maximum exposure to credit risk is represented by the carrying amount of each asset. For the year ended 31 December 2025, the ten largest customers of the Group accounted for approximately 57% of total revenues (2024: 57%). There is no recent history of default with these customers.
Surplus cash held by the operating entities over and above the balance required for working capital management is transferred to Group Treasury, where practically possible. Group Treasury invests surplus cash in interest-bearing current accounts, money market funds and bank time deposits with appropriate maturities to provide sufficient headroom as determined by the below-mentioned forecasts.
Liquidity risk
The Group is exposed to liquidity risk which arises primarily from the maturing of short-term and long-term debt obligations and from the normal liquidity cycle of the business throughout the course of a year. The Group’s policy has been to ensure that sufficient resources are available either from cash balances, cash flows or undrawn committed bank facilities, to ensure all obligations can be met as they fall due.
To effectively manage liquidity risk, the Group:
| ● | has committed borrowing facilities that it can access to meet liquidity needs; |
| ● | maintains cash balances and liquid investments with highly-rated counterparties; |
| ● | limits the maturity of cash balances; |
| ● | borrows the bulk of its debt needs under long-term fixed rate debt securities; and |
| ● | has internal control processes to manage liquidity risk. |
As described in note 23, the Group has access to independent third-party payable processors. The third-party payable processors are in good financial condition. Based on the total amount of trade payables that are part of the processing and the increase in payment terms compared to comparable payables that are not included, the impact on the Group’s liquidity is not significant.
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Cash flow forecasting is performed in the operating entities of the Group and is aggregated by Group Treasury. Group Treasury monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Group does not breach borrowing limits or covenants on any of its borrowing facilities. Such forecasting takes into consideration the Group’s debt financing plans.
20. Financial assets and liabilities
At 31 December 2025, the Group’s net debt and available liquidity was as follows:
| | | | | | | | | | | | | | |
| | | | Maximum | | Final | | | | | | | | |
| | | | amount | | maturity | | Facility | | | | | | Available |
Facility | | Currency | | drawable | | date | | type | | Amount drawn | | liquidity | ||
| | | | Local | | | | | | Local | | | | |
| | | | currency | | | | | | currency | | $'m | | $'m |
| | | | m | | | | | | m | | | |
|
2.000% Senior Secured Green Notes |
| EUR |
| 450 |
| 01-Sep-28 | | Bullet |
| 450 |
| 529 | | – |
3.250% Senior Secured Green Notes | | USD | | 600 | | 01-Sep-28 | | Bullet | | 600 | | 600 | | – |
5.000% Senior Secured Green Notes | | EUR | | 570 | | 30-Jan-31 | | Bullet | | 570 | | 670 | | – |
6.250% Senior Secured Green Notes | | USD | | 620 | | 30-Jan-31 | | Bullet | | 620 | | 620 | | – |
3.000% Senior Green Notes | | EUR | | 500 | | 01-Sep-29 | | Bullet | | 500 | | 587 | | – |
4.000% Senior Green Notes | | USD | | 1,050 | | 01-Sep-29 | | Bullet | | 1,050 | | 1,050 | | – |
Global Asset Based Loan Facility | | USD | | 351 | | 30-Apr-27 | | Revolving | | – | | – | | 351 |
Bradesco Facility | | BRL | | 500 | | 30-Oct-26 | | Bullet | | – | | – | | 91 |
Lease obligations |
| Various |
| – |
| Various | | Amortising |
| – |
| 368 | | – |
Other borrowings |
| Various |
| – |
| Various | | Amortising |
| – | | 27 | | – |
Total borrowings |
| |
| |
| |
| |
| |
| 4,451 |
| 442 |
Deferred debt issue costs |
| |
| |
| |
| |
| |
| (32) | | – |
Net borrowings |
| |
| |
| |
| |
| |
| 4,419 | | 442 |
Cash, cash equivalents and restricted cash |
| |
| |
| |
| |
| |
| (522) |
| 522 |
Derivative financial instruments used to hedge foreign currency and interest rate risk |
| |
| |
| |
| |
| |
| 3 | | – |
Net debt / available liquidity |
| |
| |
| |
| |
| |
| 3,900 | | 964 |
The Group’s net borrowings of $4,419 million (2024: $3,902 million) are classified as non-current liabilities of $4,301 million (2024: $3,797 million) and current liabilities of $118 million (2024: $105 million) in the consolidated statement of financial position at 31 December 2025.
A number of the Group’s borrowing agreements contain certain covenants that restrict the Group’s flexibility in areas such as incurrence of additional indebtedness (primarily maximum secured borrowings to Adjusted EBITDA and a minimum Adjusted EBITDA to interest expense), payment of dividends and incurrence of liens. The Global Asset Based Loan Facility is subject to a fixed charge coverage ratio covenant if 90% or more of the facility is drawn. The facility also includes cash dominion, representations, warranties, events of default and other covenants that are of a nature customary for such facilities.
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At 31 December 2024, the Group’s net debt and available liquidity was as follows:
| | | | Maximum | | Final | | | | | | | | | ||
| | | | amount | | maturity | | Facility | | | | | | Available | ||
Facility | | Currency | | drawable | | date | | type | | Amount drawn | | liquidity | ||||
| | | | Local | | | | | | Local | | | | | ||
| | | | currency | | | | | | currency | | $'m | | $'m | ||
| | | | m | | | | | | m | | | |
| ||
2.000% Senior Secured Green Notes |
| EUR |
| 450 |
| 01-Sep-28 | | Bullet |
| 450 |
| 468 | | – | ||
3.250% Senior Secured Green Notes | | USD | | 600 | | 01-Sep-28 | | Bullet | | 600 | | 600 | | – | ||
6.000% Senior Secured Green Notes | | USD | | 600 | | 15-Jun-27 | | Bullet | | 600 | | 600 | | – | ||
3.000% Senior Green Notes | | EUR | | 500 | | 01-Sep-29 | | Bullet | | 500 | | 519 | | – | ||
4.000% Senior Green Notes | | USD | | 1,050 | | 01-Sep-29 | | Bullet | | 1,050 | | 1,050 | | – | ||
Senior Secured Term Loan | | EUR | | 269 | | 24-Sep-29 | | Bullet | | 269 | | 280 | | – | ||
Global Asset Based Loan Facility | | USD | | 272 | | 06-Aug-26 | | Revolving | | – | | – | | 272 | ||
Bradesco Facility | | BRL | | 500 | | 30-Sep-28 | | Bullet | | – | | – | | 81 | ||
Lease obligations |
| Various |
| – |
| Various | | Amortising |
| – |
| 374 | | – | ||
Other borrowings |
| Various |
| – |
| Rolling | | Amortising |
| – | | 42 | | – | ||
Total borrowings |
| |
| |
| |
| |
| |
| 3,933 |
| 353 | ||
Deferred debt issue costs |
| |
| |
| |
| |
| |
| (31) | | – | ||
Net borrowings |
| |
| |
| |
| |
| |
| 3,902 | | 353 | ||
Cash, cash equivalents and restricted cash |
| |
| |
| |
| |
| |
| (610) | | 610 | ||
Derivative financial instruments used to hedge foreign currency and interest rate risk |
| |
| |
| |
| |
| |
| 13 | | – | ||
Net debt / available liquidity |
| |
| |
| |
| |
| |
| 3,305 | | 963 | ||
The following table summarises the movement in the Group’s net debt:
| | At 31 December | ||
| | 2025 | | 2024 |
| | $’m | | $’m |
Net decrease/(increase) in cash, cash equivalents and restricted cash per consolidated statement of cash flows* | | 88 | | (167) |
Increase in net borrowings and derivative financial instruments | | 507 | | 160 |
Increase/(decrease) in net debt | | 595 | | (7) |
Net debt at 1 January | | 3,305 | | 3,312 |
Net debt at 31 December | | 3,900 | | 3,305 |
*Includes exchange gain/(loss) on cash, cash equivalents and restricted cash
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The increase in net debt primarily includes proceeds from borrowings of $1,309 million (2024: $517 million), foreign exchange loss of $172 million (2024: gain of $83 million) and a decrease in cash, cash equivalents and restricted cash of $88 million (2024: increase of $167 million), which is partly offset by repayments of borrowings of $957 million (2024: $229 million), net fair value gains on derivative financial instruments of $10 million (2024: $8 million), a net decrease in lease obligations of $6 million (2024: $34 million) and a net increase of deferred debt issue costs of $1 million (2024: $3 million).
Maturity profile
The maturity profile of the Group’s total borrowings is as follows:
| | At 31 December | ||
| | 2025 | | 2024 |
| | $’m | | $’m |
Within one year or on demand |
| 118 |
| 105 |
Between one and three years |
| 1,269 |
| 755 |
Between three and five years |
| 1,722 |
| 3,017 |
Greater than five years |
| 1,342 |
| 56 |
Total borrowings |
| 4,451 |
| 3,933 |
Deferred debt issue costs |
| (32) |
| (31) |
Net borrowings |
| 4,419 |
| 3,902 |
Included within total borrowings between one and three years, between three and five years and greater than five years is the Group’s Senior Facilities of $4,056 million (2024: $3,517 million).
The maturity profile of the contractual undiscounted cash flows related to the Group’s lease liabilities is as follows:
| | At 31 December | ||
| | 2025 | | 2024 |
| | $’m | | $’m |
Not later than one year |
| 130 |
| 110 |
Later than one year and not later than five years |
| 244 |
| 268 |
Later than five years |
| 64 |
| 66 |
|
| 438 |
| 444 |
The table below analyses the Group’s financial liabilities (including interest payable) into relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contracted undiscounted cash flows.
| | | | Derivative | | Trade |
| | Total | | financial | | and other |
| | borrowings | | instruments | | payables |
At 31 December 2025 | | $’m | | $’m | | $’m |
Within one year or on demand |
| 303 |
| 17 |
| 1,437 |
Between one and three years |
| 1,609 |
| 16 |
| — |
Between three and five years |
| 1,918 |
| — |
| — |
Greater than five years |
| 1,360 |
| 4 |
| — |
| | | | Derivative | | Trade |
| | Total | | financial | | and other |
| | borrowings | | instruments | | payables |
At 31 December 2024 | | $’m | | $’m | | $’m |
Within one year or on demand |
| 270 | | 32 | | 1,170 |
Between one and three years |
| 1,049 | | 20 | | — |
Between three and five years |
| 3,181 | | 1 | | — |
Greater than five years |
| 67 | | — | | — |
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The carrying amount and fair value of the Group’s borrowings excluding lease obligations are as follows:
| | Carrying value | | | ||||
| | Amount | | Deferred debt | | | | |
| | drawn | | issue costs | | Total | | Fair value |
At 31 December 2025 | | $'m | | $'m | | $'m | | $'m |
Loan Notes |
| 4,056 | | (29) | | 4,027 | | 3,946 |
Other borrowings | | 27 | | (3) | | 24 | | 27 |
| | 4,083 | | (32) | | 4,051 | | 3,973 |
| | Carrying value | | | ||||
| | Amount | | Deferred debt | | | | |
| | drawn | | issue costs | | Total | | Fair value |
At 31 December 2024 | | $'m | | $'m | | $'m | | $'m |
Senior Facilities* | | 3,517 | | (28) | | 3,489 | | 3,173 |
Other borrowings | | 42 | | (3) | | 39 | | 42 |
| | 3,559 | | (31) | | 3,528 | | 3,215 |
*Includes Senior Secured Green Notes, Senior Green Notes and Senior Secured Term Loan.
Financing activity
2025
On 1 December 2025, the Group issued €570 million 5.000% Senior Secured Green Notes due 2031 and $620 million 6.250% Senior Secured Green Notes due 2031. Net proceeds from the issue of these notes were used to (i) redeem the Group’s 6.000% Senior Secured Green Notes due 2027, (ii) repay the Senior Secured Term Loan, (iii) pay the applicable redemption premiums and accrued interest in accordance with their terms, (iv) redeem the Preferred Shares (see note 18), and (v) terminate the Group’s CCIRS scheduled to mature in June 2026.
The Bradesco Facility expired on 30 September 2025, in accordance with the contractual terms having remained undrawn at that date and on 12 November 2025, an amended Bradesco Facility (the “Amended Bradesco Facility”) took effect maturing on 30 October 2026. The Amended Bradesco Facility contains similar terms as the Bradesco Facility in respect of the security to be provided in the event the facility is drawn.
The decrease in lease obligations from $374 million at 31 December 2024 to $368 million at 31 December 2025, primarily reflects $111 million of principal repayments and $2 million of lease disposals, partly offset by $97 million of new lease liabilities and $10 million of foreign currency movements during the year ended 31 December 2025.
At 31 December 2025 the Group had no cash drawings on the Global Asset Based Loan facility, with $351 million of the total facility of $415 million available due to amounts allocated for working capital collateralisation.
2024
On 7 October 2024, AMPSA entered into a new credit facility with Banco Bradesco S.A. in Brazil (the “Bradesco Facility”) for BRL500 million (approximately $90 million at the exchange rate applicable on that date). Until 30 September 2025, the Bradesco Facility could be drawn for a period of three years and when drawn, partial security would be provided over the equity interests of certain AMPSA subsidiaries.
On 24 September 2024, AMPSA and certain of its subsidiaries entered into an agreement for a new €269 million ($300 million equivalent) senior secured term loan facility (the “Senior Secured Term Loan”) with certain investment funds and other entities managed by affiliates of Apollo Capital Management, L.P.. The Senior Secured Term Loan had a maturity
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date of September 2029 and was secured on a pari passu basis alongside the Senior Secured Green Notes maturing in 2027 and 2028.
The decrease in lease obligations from $408 million at 31 December 2023 to $374 million at 31 December 2024, primarily reflects $97 million of principal repayments, $6 million of foreign currency movements and $3 million of disposals of lease assets, partly offset by $72 million of new lease liabilities (including a lease liability payable to the Ardagh Group of $3 million) during the year ended 31 December 2024.
At 31 December 2024 the Group had no cash drawings on the Global Asset Based Loan facility, which has a maximum cash capacity available to draw down of $363 million when fully collateralised. At 31 December 2024, working capital collateralisation limited the available borrowing base to $272 million.
Effective interest rates
| 2025 | | 2024 | ||||
| USD | | EUR | | USD | | EUR |
5.000% Senior Secured Green Notes due 2031 | — | | 5.65% | | — | | — |
6.250% Senior Secured Green Notes due 2031 | 6.95% | | — | | — | | — |
2.000% Senior Secured Green Notes due 2028 | — | | 2.27% | | — | | 2.27% |
3.250% Senior Secured Green Notes due 2028 | 3.52% | | — | | 3.52% | | — |
6.000% Senior Secured Green Notes due 2027 | — | | — | | 6.72% | | — |
3.000% Senior Green Notes due 2029 | — | | 3.25% | | — | | 3.25% |
4.000% Senior Green Notes due 2029 | 4.26% | | — | | 4.26% | | — |
Senior Secured Term Loan | — | | — | | — | | 10.12% |
| 2025 | | 2024 |
| Various Currencies | ||
Lease obligations | 6.32% | | 6.27% |
The carrying amounts of net borrowings are denominated in the following currencies:
| | At 31 December | ||
| | 2025 | | 2024 |
| | $’m | | $’m |
Euro |
| 1,832 |
| 1,306 |
U.S. dollar |
| 2,543 |
| 2,555 |
GBP |
| 24 |
| 27 |
Other |
| 20 |
| 14 |
|
| 4,419 |
| 3,902 |
The Group has undrawn borrowing facilities expiring within one year and beyond one year at 31 December 2025 of $91 million (2024: $nil) and $351 million (2024: $353 million), respectively.
Fair value methodology
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments:
Level 1 | Quoted prices (unadjusted) in active markets for identical assets or liabilities; |
Level 2 | Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and |
Level 3 | Inputs for the asset or liability that are not based on observable market data (unobservable inputs). |
There were no transfers between Level 1 and Level 2 during the year.
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Fair values are calculated as follows:
(i) | Senior Secured Green and Senior Green Notes – the fair value of debt securities in issue is based on valuation techniques in which all significant inputs are based on observable market data and represent Level 2 inputs. |
(ii) | Global Asset Based Loan facility, Senior Secured Term Loan and Other borrowings – the fair values of the borrowings in issue are based on valuation techniques in which all significant inputs are based on observable market data and represent Level 2 inputs. |
(iii) | Cross currency interest rate swaps – the fair value of the CCIRS are based on quoted market prices and represent Level 2 inputs. |
(iv) | Commodity and foreign exchange derivatives – the fair value of these derivatives are based on quoted market prices and represent Level 2 inputs. |
(v) | Earnout Shares, Private and Public Warrants (see note 22 for further details) – the fair values of the Earnout Shares and Private Warrants are based on valuation techniques using an unobservable volatility assumption which represents Level 3 inputs, whereas the fair value of the Public Warrants was based on an observable market price and represented a Level 1 input. |
(vi) | Virtual power purchase agreement – the fair value of the embedded derivative (floor price) in the virtual power purchase agreement is based on a valuation technique using an unobservable volatility assumption which represents a Level 3 input. |
Derivative financial instruments
| | Assets | | Liabilities | | Total |
| | | | | | Contractual |
| | Fair | | Fair | | or notional |
| | values | | values | | amounts |
At 31 December 2025 | | $’m | | $’m | | $’m |
Fair Value Derivatives |
| |
| |
| |
Commodity contracts |
| 36 | | 32 | | 404 |
Forward foreign exchange contracts |
| 7 | | 2 | | 716 |
Cross currency interest rate swaps |
| — | | 3 | | 662 |
|
| 43 |
| 37 |
| 1,782 |
| | Assets | | Liabilities | | Total |
| | | | | | Contractual |
| | Fair | | Fair | | or notional |
| | values | | values | | amounts |
At 31 December 2024 | | $’m | | $’m | | $’m |
Fair Value Derivatives |
| |
| |
| |
Commodity forward contracts |
| 14 | | 30 | | 301 |
Forward foreign exchange contracts |
| 5 | | 7 | | 592 |
Cross currency interest rate swaps |
| 3 | | 16 | | 300 |
|
| 22 |
| 53 |
| 1,193 |
All cash payments in relation to derivative instruments are paid or received when they mature, or for the Group’s CCIRS terminated in the current year, on the date of early redemption.
The Group mitigates the counterparty risk for derivatives by contracting with major financial institutions which have high credit ratings.
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Cross currency interest rate swaps
The Group hedges certain of its borrowing and interest payable thereon using CCIRS, with a net liability position at 31 December 2025 of $3 million (31 December 2024: $13 million).
During the year ended 31 December 2025, the Group terminated its CCIRS with a fair value of $34 million at the date of termination for a cash payment of $35 million, and entered into a series of new CCIRS, swapping $330 million into synthetic GBP debt. These new CCIRS were designated as hedge accounting arrangements to hedge certain portions of the Group’s borrowings and interest thereon.
Net investment hedges in foreign operations
At 31 December 2025, the Group has designated $360 million of its Loan Notes as a net investment hedge. A gain of $41 million was recognised in relation to the Group's net investment hedging arrangements in the consolidated statement of comprehensive income for the year ended 31 December 2025 (2024: loss of $22 million).
Commodity forward contracts
The Group hedges a portion of its anticipated metal and energy purchases. Excluding conversion and freight costs, the physical metal and energy deliveries are priced based on the applicable indices agreed with the suppliers for the relevant month. Certain forward contracts are designated as cash flow hedges and the Group has determined the existence of an economic relationship between the hedged item and the hedging instrument based on common indices used. Ineffectiveness may arise if there are changes in the forecasted transaction in terms of pricing, timing or quantities, or if there are changes in the credit risk of the Group or the counterparty. The Group applies a hedge ratio of 1:1.
Fair values have been based on quoted market prices and are valued using Level 2 valuation inputs. The fair value of these contracts when initiated is $nil; no premium is paid or received.
Forward foreign exchange contracts
The Group operates in a number of currencies and, accordingly, hedges a portion of its currency transaction risk. Certain forward contracts are designated as cash flow hedges and are set so to closely match the critical terms of the underlying cash flows. In hedges of forecasted foreign currency sales and purchases ineffectiveness may arise for similar reasons as outlined for commodity forward contracts.
The fair values are based on Level 2 valuation techniques and observable inputs including the contract prices. The fair value of these contracts when initiated is $nil; no premium is paid or received.
Virtual Power Purchase Agreement
As part of the sustainability strategy to achieve climate targets, the Group entered into a virtual power purchase agreement (“vPPA”) in July 2024. The renewable energy generation facility underlying the agreement is managed by the operator. The Group has no rights of determination or control over the use of the facilities. The benefit accruing from the virtual power purchase agreement is the Group receives certificates as proof of origin of electricity from renewable energies, and in return pays a quarterly financial flow to the developer if the respective spot electricity price falls below an agreed floor price.
The valuation applied a Black Scholes model, using a key data input for the risk-free rate of 2.1% (31 December 2024: 2.1%), with an estimate for volatility of 31% (31 December 2024: 31%). The estimated fair market value at 31 December 2025 was a liability of $4 million (31 December 2024: asset of $2 million), which has been reflected within non-current derivative financial instruments, representing the value of the certificates to be received by the Group and the option value of the agreed floor price. An increase or decrease in volatility of 5% would not result in a material change to the fair market value as at 31 December 2025.
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21. Employee benefit obligations
The Group operates defined benefit or defined contribution pension schemes in most of its countries of operation and the assets are held in separately administered funds. The principal funded defined benefit schemes, which are funded by contributions to separately administered funds, are in the United States and the United Kingdom.
Other defined benefit schemes are unfunded and the provision is recognised in the consolidated statement of financial position. The principal unfunded schemes are in Germany.
The contribution rates to the funded plans are agreed with the Trustee boards, plan actuaries and the local pension regulators periodically. The contributions paid in 2025 were those recommended by the actuaries.
In addition, the Group has other employee benefit obligations in certain territories.
Total employee benefit obligations, net of employee benefit assets included within non-current assets, recognised in the consolidated statement of financial position of $137 million (2024: $144 million) includes other employee benefit obligations of $39 million (2024: $40 million).
The employee obligations and assets of the defined benefit schemes included in the consolidated statement of financial position are analysed below:
| | | | | | | | | | | | | | | | |
| | Germany | | UK* | | U.S. and Other** | | Total | ||||||||
| | 2025 | | 2024 | | 2025 | | 2024 | | 2025 | | 2024 | | 2025 | | 2024 |
| | $'m | | $'m | | $'m | | $'m | | $'m | | $'m | | $'m | | $'m |
Obligations |
| (102) |
| (98) |
| (138) |
| (133) |
| (80) |
| (74) | | (320) |
| (305) |
Assets |
| — |
| — |
| 153 |
| 143 |
| 69 |
| 58 |
| 222 |
| 201 |
Net (obligations)/assets |
| (102) |
| (98) |
| 15 |
| 10 |
| (11) |
| (16) |
| (98) |
| (104) |
*The net employee benefit asset in the UK as at 31 December 2025 and 2024 is included within non-current assets on the statement of financial position.
**Net obligation of ‘Other’ defined benefit schemes at 31 December 2025 is $7 million (2024: $7 million).
The amounts recognised in the consolidated income statement are:
| | | | ||
| | Year ended 31 December | | ||
| | 2025 | | 2024 | |
| | $’m | | $’m | |
Current service cost and administration costs: |
| |
| |
|
Cost of sales – current service cost (note 9) |
| (8) |
| (8) |
|
SG&A – current service cost (note 9) |
| (4) |
| (3) |
|
|
| (12) |
| (11) |
|
Finance expense (note 6) |
| (5) |
| (5) |
|
|
| (17) |
| (16) |
|
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The amounts recognised in the consolidated statement of comprehensive income are:
| | | ||
| | Year ended 31 December | ||
| | 2025 | | 2024 |
| | $’m | | $’m |
Remeasurement of defined benefit obligation: |
| |
| |
Actuarial gain arising from changes in demographic assumptions |
| 1 |
| 4 |
Actuarial gain arising from changes in financial assumptions |
| 15 |
| 19 |
Actuarial loss arising from changes in experience |
| (2) |
| (9) |
|
| 14 |
| 14 |
Remeasurement of plan assets: |
| |
| |
Actual return less expected return on plan assets |
| 5 |
| (21) |
Actuarial gain/(loss) for the year on defined benefit pension schemes |
| 19 |
| (7) |
Actuarial gain on other long-term and end of service employee benefits |
| 2 |
| 4 |
|
| 21 |
| (3) |
The actual return on plan assets was a gain of $16 million in 2025 (2024: loss of $11 million).
Movement in the present value of defined benefit obligations and fair value of plan assets:
| | Obligations | | Assets | ||||
| | 2025 | | 2024 | | 2025 | | 2024 |
| | $’m | | $’m | | $’m | | $’m |
At 1 January, |
| (305) |
| (324) |
| 201 |
| 219 |
Interest income | | — | | — | | 11 | | 10 |
Current service cost | | (6) | | (6) | | — | | — |
Interest cost |
| (14) |
| (13) |
| — |
| — |
Administration expenses paid | | — | | — | | (1) | | — |
Remeasurements |
| 14 |
| 14 |
| 5 |
| (21) |
Employer contributions |
| — |
| — |
| 11 |
| 11 |
Employee contributions | | (1) | | (1) | | 1 | | 1 |
Benefits paid |
| 18 |
| 16 |
| (18) |
| (16) |
Exchange |
| (26) |
| 9 |
| 12 |
| (3) |
At 31 December |
| (320) |
| (305) |
| 222 |
| 201 |
The defined benefit obligations above include $105 million of unfunded obligations, principally in Germany (2024: $100 million).
Interest income and interest cost above does not include interest cost of $2 million (2024: $2 million) relating to other employee benefit obligations. Current service costs above do not include current service costs of $6 million (2024: $5 million) relating to other employee benefit obligations.
An analysis of the assets held by the plans is as follows:
| | At 31 December | ||||||
| | 2025 | | 2025 | | 2024 | | 2024 |
| | $’m | | % | | $’m | | % |
Equities | | 1 | | — | | — | | — |
Target return funds |
| 99 |
| 45 | | 93 |
| 47 |
Bonds |
| 52 |
| 23 | | 49 |
| 24 |
Cash and other |
| 70 |
| 32 | | 59 |
| 29 |
|
| 222 |
| 100 | | 201 |
| 100 |
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The pension assets do not include any of the Company’s ordinary shares, other securities or other Group assets.
Investment strategy
The choice of investments takes account of the expected maturity of the future benefit payments. The plans invest in diversified portfolios consisting of an array of asset classes that attempt to maximise returns while minimising volatility. The asset classes include fixed income government and non-government securities and real estate, as well as cash.
Characteristics and associated risks
The pension plans in Germany operate under the framework of German Company Pension Law (BetrAVG) and general regulations based on German Labour Law. The entitlements of the plan members depend on years of service and final salary. Furthermore, the plans provide lifelong pensions. No separate assets are held in trust, i.e. the plans are unfunded defined benefit plans. During the year ended 31 December 2019, the Ardagh Group elected to re-design its pension scheme in Germany, moving to a contribution orientated scheme.
The UK pension plan is a trust-based UK funded final salary defined benefit scheme providing pensions and lump sum benefits to members and dependents. There is one pension plan in place relating to Ardagh Metal Packaging UK Limited and Ardagh Metal Packaging Trading UK Limited. It is closed to new entrants and was closed to future accrual effective 31 December 2018. For this plan, pensions are calculated either based on service to 31 December 2018, with members’ benefits based on earnings as at 31 December 2018, for those members who were still active at that date, or based on service to the earlier of retirement or leaving date for members who stopped accruing benefits prior to 31 December 2018, based on earnings as at retirement or leaving date. The UK pension plan is governed by a board of trustees, which includes members who are independent of the Company. The trustees are responsible for managing the operation, funding and investment strategy. The UK pension plan is subject to the UK regulatory framework, the requirements of The Pensions Regulator and is subject to a statutory funding objective.
In June 2023, the UK High Court (Virgin Media Limited v NTL Pension Trustees II Limited) ruled that certain historical amendments, made between 6 April 1997 and 5 April 2016, for contracted-out defined benefit pension plans were invalid if they were not accompanied by the correct actuarial confirmation. The judgment was appealed and in July 2024, the UK Court of Appeal upheld the High Court decision.
Following the ruling in 2024, it was determined that there could be an impact on the Group's defined benefit scheme in the UK but no adjustment was recognised in the financial statements for the year ended 31 December 2024 while the potential impact was being monitored by the Group and the Trustees. During 2025, the UK Government published draft legislation proposing retrospective validation of affected amendments be permitted, thereby potentially avoiding significant and costly increases in defined benefit obligations. It is expected that the proposed legislation will be enacted in 2026 and accordingly, the Group has not recognised any adjustment in the financial statements for the year ended 31 December 2025.
Our North American business within our Americas segment sponsors a defined benefit pension plan as a single employer scheme which is subject to Federal law (“ERISA”), reflecting regulations issued by the Internal Revenue Service (“IRS”) and the U.S. Department of Labour. The North American plan covers hourly employees only. Plan benefits are determined using a formula which reflects the employees’ years of service.
Assumptions and sensitivities
The principal pension assumptions used in the preparation of the consolidated financial statements take account of the different economic circumstances in the countries of operations and the different characteristics of the respective plans, including the duration of the obligations. The ranges of the principal assumptions applied in estimating defined benefit obligations were:
| | | | | | | | | | | | |
| | Germany | | UK | | U.S. | ||||||
| | 2025 | | 2024 | | 2025 | | 2024 | | 2025 | | 2024 |
| | % | | % | | % | | % | | % | | % |
Rates of inflation |
| 2.00 |
| 2.00 |
| 2.80 |
| 3.00 |
| 2.20 |
| 2.20 |
Rates of increase in salaries |
| 3.00 |
| 3.00 |
| 2.45 |
| 2.60 |
| 3.00 |
| 3.00 |
Discount rates |
| 4.33 |
| 3.57 |
| 5.60 |
| 5.55 |
| 5.90 |
| 5.87 |
| | | | | | | | | | | | |
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Assumptions regarding future mortality experience are based on actuarial advice in accordance with published statistics and experience.
These assumptions translate into the following average life expectancy in years for a pensioner retiring at age 65. The mortality assumptions for the countries with the most significant defined benefit plans are set out below:
| | | | | | | | | | | | |
| | Germany | | UK | | U.S. | ||||||
| | 2025 | | 2024 | | 2025 | | 2024 | | 2025 | | 2024 |
| | Years | | Years | | Years | | Years | | Years | | Years |
Life expectancy, current pensioners |
| 23 |
| 23 |
| 21 |
| 21 |
| 21 |
| 21 |
Life expectancy, future pensioners |
| 25 |
| 25 |
| 23 |
| 23 |
| 23 |
| 23 |
If the discount rate were to decrease by 50 basis points from management estimates, the carrying amount of the defined benefit obligations would increase by an estimated $21 million (2024: $22 million). If the discount rate were to increase by 50 basis points, the carrying amount of the defined benefit obligations would decrease by an estimated $20 million (2024: $19 million).
If the inflation rate were to decrease by 50 basis points from management estimates, the carrying amount of the defined benefit obligations would decrease by an estimated $10 million (2024: $9 million). If the inflation rate were to increase by 50 basis points, the carrying amount of the defined benefit obligations would increase by an estimated $9 million (2024: $10 million).
If the salary increase rate were to decrease by 50 basis points from management estimates, the carrying amount of the defined benefit obligations would decrease by an estimated $11 million (2024: $10 million). If the salary increase rate were to increase by 50 basis points, the carrying amount of the defined benefit obligations would increase by an estimated $10 million (2024: $11 million).
The impact of increasing the life expectancy by one year would result in an increase in the net defined benefit obligation of the Group of $6 million at 31 December 2025 (2024: $6 million), holding all other assumptions constant.
The principal defined benefit schemes are described briefly below at 31 December:
| | Europe | | Europe | | North |
| | UK | | Germany | | America |
Nature of the schemes | | Funded* | | Unfunded | | Funded |
2025 | | | | | | |
Active members |
| — | | 608 | | 541 |
Deferred members |
| 491 | | 306 | | 159 |
Pensioners including dependents |
| 573 | | 218 | | 219 |
Weighted average duration (years) |
| 12 | | 14 | | 14 |
2024 | | | | | | |
Active members |
| — | | 643 | | 656 |
Deferred members |
| 491 | | 298 | | 129 |
Pensioners including dependents |
| 573 | | 202 | | 153 |
Weighted average duration (years) |
| 12 | | 15 | | 14 |
*Census data is updated every 3 years as part of the full valuation for purpose of the UK pension regulator. The next update is planned for the year ended 31 December 2027.
The Group’s best estimate of contributions expected to be paid to defined benefit schemes in 2026 is approximately $10 million and the expected total benefit payments for defined benefit and other long-term employee benefit obligations for the next five years are:
| | | | | | | | | | | | |
| | | | | | | | | | | | Subsequent |
| | 2026 | | 2027 | | 2028 | | 2029 | | 2030 | | five years |
| | $’m | | $’m | | $’m | | $’m | | $’m | | $’m |
Benefits |
| 26 | | 22 | | 21 | | 23 | | 23 | | 124 |
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The Group also has defined contribution plans. The contribution expense associated with these plans for 2025 was $22 million (2024: $21 million). The Group’s best estimate of the contributions expected to be paid to these plans in 2026 is $21 million (2025: $21 million).
Other employee benefits
Long-term employee benefit obligations of $39 million (2024: $40 million) comprise amounts due to be paid under post-retirement medical schemes in North America, partial retirement contracts in Germany and other obligations to pay benefits primarily related to long service awards.
22. Other liabilities and provisions
| | At 31 December | ||
| | 2025 | | 2024 |
| | $’m | | $’m |
Other liabilities | | | | |
Non-current | | 14 | | 18 |
Provisions | | | | |
Current | | 10 |
| 14 |
Non-current | | 21 |
| 19 |
| | 45 |
| 51 |
Other liabilities
Earnout Shares
The Ardagh Group has a contingent right to receive up to 60.73 million additional shares in the Company (the “Earnout Shares”). The Earnout Shares are issuable by AMPSA to the Ardagh Group subject to attainment of certain share price hurdles, with equal amounts of shares at $13, $15, $16.50, $18, and $19.50, respectively, over a five-year period ending on 31 January 2027. In accordance with IAS 32 ‘Financial Instruments: Presentation’, the arrangement has been assessed to determine whether the Earnout Shares represent a liability or an equity instrument. As the arrangement may result in AMPSA issuing a variable number of shares in the future, albeit capped at a total of 60.73 million shares, the Earnout Shares have, in accordance with the requirements of IAS 32, been recognised as a financial liability measured at fair value in the consolidated financial statements. A valuation assessment was performed for the purpose of determining the financial liability using a Monte Carlo simulation using key data inputs for: share price hurdles; risk-free rate 3% (31 December 2024: risk-free rate 4%); and traded closing AMPSA share price, with estimates volatility of 50% (31 December 2024: volatility 59%) and dividend yield. The estimated valuations of the liability at 31 December 2025 and 31 December 2024 were $3 million and $10 million, respectively. Changes in the fair market valuation of the Earnout Shares of $7 million have been reflected as exceptional finance income within net finance expense for the year ended 31 December 2025 (2024: $13 million). Any increase or decrease in volatility of 5% would result in an increase or decrease in the liability as at 31 December 2025, of approximately $2 million (31 December 2024: $4 million).
Warrants
AMPSA warrants are exercisable for the purchase of Ordinary Shares in AMPSA at an exercise price of $11.50 over a five-year period. In accordance with IAS 32, those warrants have been recognised as a financial liability measured at fair value in the consolidated financial statements. For certain warrants issued to the former sponsors of Gores Holdings V, Inc. (“Private Warrants”) a valuation was performed for the purpose of determining the financial liability. The valuation applied a Black Scholes model, using a key data input for the risk-free rate 3% (31 December 2024: risk-free rate 4%), with estimates for volatility 50% (31 December 2024: volatility 59%) and dividend yield. The estimated valuations of the liability at 31 December 2025 and 31 December 2024 were $nil and $1 million, respectively. Changes in the valuation of the Private and Public Warrants of $1 million have been reflected as exceptional finance income within net finance expense for the year ended 31 December 2025 (31 December 2024: $1 million). Any increase or decrease in volatility of 5% would not result in a change in the fair value of the AMPSA Warrants at 31 December 2025 (31 December 2024: $nil). All outstanding warrants were delisted from the NYSE on 3 December 2025 due to “abnormally low selling price” levels.
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Put and call arrangements
In conjunction with the NOMOQ acquisition completed in February 2023, the Group has entered into put and call option arrangements for the acquisition of the outstanding non-controlling interest (“NCI”), part of which are treated as a compensation arrangement for accounting purposes, and could result in future payments to the holders of such NCI, depending on the future performance of NOMOQ. The Group has recognised the fair value of the obligation at 31 December 2025 of $11 million (31 December 2024: $7 million) within other liabilities and provisions.
Provisions
| | Total |
| | provisions |
| | $’m |
At 1 January 2024 |
| 48 |
Provided |
| 19 |
Released |
| (10) |
Paid |
| (23) |
Exchange | | (1) |
At 31 December 2024 |
| 33 |
Provided |
| 7 |
Released |
| (7) |
Paid |
| (4) |
Exchange |
| 2 |
At 31 December 2025 |
| 31 |
Provisions relate mainly to customer quality claims, legal and probable environmental claims of $9 million (2024: $12 million), and restructuring cost provisions of $3 million (2024: $4 million). In addition to the aforementioned, provisions also includes non-current amounts in respect of annual long-term (three-year) cash bonus incentive programs for senior management of the Group, of approximately $19 million (2024: $17 million).
The provisions classified as current are expected to be paid in the next twelve months. The timing of non-current provisions is subject to uncertainty.
23. Trade and other payables
| | | At 31 December | ||
| | | 2025 | | 2024 |
| | | $’m | | $’m |
Trade payables | |
| 1,266 |
| 1,041 |
Other payables and accruals including other tax and social security payable | |
| 248 |
| 194 |
Payables and accruals for exceptional items | |
| 19 |
| 9 |
Related party payables (note 26) | | | 6 | | 6 |
| |
| 1,539 |
| 1,250 |
The fair values of trade and other payables approximate the amounts shown above.
Other payables and accruals mainly comprise accruals for operating expenses. Value added tax payable of $56 million (2024: $45 million) is also included in other payables and accruals.
Trade payables processing
Certain of the Group’s suppliers have access to independent third-party payable processors. The processors allow suppliers, if they choose, to sell their receivables to financial institutions at the sole discretion of both the supplier and the financial institution. The Group does not direct or have any involvement in the sale of these receivables and availing of these arrangements is at the discretion of the supplier. As the original liability to our suppliers remains, including amounts due and scheduled payment dates, and is neither legally extinguished nor substantially modified, the Group continues to present such obligations within trade payables and includes payments to the processors within cash from operations.
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Included within trade and other payables at 31 December 2025 is an amount of $84 million (2024: $111 million) that is part of the programme and for which suppliers have received payments from the processors. These payments are considered non-cash transactions for the Group and there were no significant changes in the carrying amount of trade payables subject to trade payables processing.
The range of payment due dates for trade payables that are part of the processing at 31 December 2025 are 90 – 150 days (2024: 60 – 150 days) after the invoice date, with comparable trade payables that are not part of the processing being due 55 – 150 days (2024: 55 – 120 days) after the invoice date with payment terms varying by jurisdiction and procurement category.
24. Cash generated from operating activities
| | | ||
| | Year ended 31 December | ||
| | 2025 | | 2024 |
| | $’m | | $’m |
Profit for the year |
| 11 |
| (3) |
Income tax (credit)/charge (note 7) |
| (7) |
| 13 |
Net finance expense (note 6) |
| 240 |
| 192 |
Depreciation and amortisation (notes 10, 11) |
| 463 |
| 449 |
Exceptional operating items (note 5) |
| 32 |
| 21 |
Movement in working capital |
| (2) |
| 40 |
Exceptional costs paid, including restructuring |
| (19) |
| (53) |
Cash generated from operations |
| 718 |
| 659 |
25. Dividends
| | Year ended 31 December | ||
| | 2025 | | 2024 |
| | $'m | | $'m |
Cash dividends on Ordinary Shares declared and paid: |
| | | |
Interim dividend: $0.10 per share | | 60 | | 60 |
Interim dividend: $0.10 per share | | 60 | | 60 |
Interim dividend: $0.10 per share | | 60 | | 60 |
Interim dividend: $0.10 per share | | 60 | | 60 |
Cash dividends on Preferred Shares declared and paid: | | | | |
Interim dividend | | 6 | | 6 |
Interim dividend | | 6 | | 6 |
Interim dividend | | 6 | | 6 |
Interim dividend | | 4 | | 6 |
| | 262 | | 264 |
2025
On 25 February 2025, the Board approved an interim dividend of $0.10 per ordinary share. The interim dividend of $60 million was paid on 27 March 2025, to shareholders of record on 13 March 2025. On 25 February 2025, the Board approved an interim dividend on the annual 9% dividend of the Preferred Shares. The interim dividend of €6 million ($6 million) was paid on 27 March 2025.
On 22 April 2025, the Board approved an interim dividend of $0.10 per ordinary share. The interim dividend of $60 million was paid on 15 May 2025 to shareholders of record on 5 May 2025. On 22 April 2025, the Board approved an interim dividend on the annual 9% dividend of the Preferred Shares. The interim dividend of €6 million ($6 million) was paid on 15 May 2025.
On 22 July 2025, the Board approved an interim dividend of $0.10 per ordinary share. The interim dividend of $60 million was paid on 19 August 2025 to shareholders of record on 7 August 2025. On 22 July 2025, the Board approved an interim dividend on the annual 9% dividend of the Preferred Shares. The interim dividend of €6 million ($6 million) was paid on 19 August 2025.
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On 21 October 2025, the Board approved an interim dividend of $0.10 per ordinary share. The interim dividend of $60 million was paid on 13 November 2025 to shareholders of record on 3 November 2025. On 21 October 2025, the Board approved an interim dividend on the annual 9% dividend of the Preferred Shares to be paid on 13 November 2025. The net pro-rata dividend up to the redemption date of the Preferred Shares (note 18), amounted to €4 million ($4 million).
2024
On 20 February 2024, the Board approved an interim dividend of $0.10 per ordinary share. The interim dividend of $60 million was paid on 27 March 2024 to shareholders of record on 13 March 2024. On 20 February 2024, the Board approved an interim dividend on the annual 9% dividend of the Preferred Shares. The interim dividend of €6 million ($6 million) was paid on 27 March 2024.
On 23 April 2024, the Board approved an interim dividend of $0.10 per ordinary share. The interim dividend of $60 million was paid on 26 June 2024 to shareholders of record on 12 June 2024. On 23 April 2024, the Board approved an interim dividend on the annual 9% dividend of the Preferred Shares. The interim dividend of €6 million ($6 million) was paid on 26 June 2024.
On 23 July 2024, the Board approved an interim dividend of $0.10 per ordinary share. The interim dividend of $60 million was paid on 26 September 2024 to shareholders of record on 12 September 2024. On 23 July 2024, the Board approved an interim dividend on the annual 9% dividend of the Preferred Shares. The interim dividend of €6 million ($6 million) was paid on 26 September 2024.
On 22 October 2024, the Board approved an interim dividend of $0.10 per ordinary share. The interim dividend of $60 million was paid on 19 December 2024 to shareholders of record on 5 December 2024. On 22 October 2024, the Board approved an interim dividend on the annual 9% dividend of the Preferred Shares. The interim dividend of €6 million ($6 million) was paid on 19 December 2024.
26. Related party transactions and information
(i) | Ultimate controlling shareholders |
Following completion of the Transaction (see note 1), at 21 April 2026, the approval date of these consolidated financial statements, the ultimate controlling shareholder of Ardagh Metal Packaging S.A., through its 100% ownership of Ardagh Group S.A., is Ardagh Holdings S.A. (formerly Yeoman Capital S.A.), a company registered in Luxembourg.
(ii) | Common directorships |
Following completion of the Transaction (see note 1), Herman Troskie and Mark Porto who serve as directors on the board of the Company also serve as directors on the boards of Ardagh Group S.A. and Ardagh Holdings S.A..
(iii) Key management compensation
Key management are those persons who have the authority and responsibility for planning, directing and controlling the activities of the Group. Key management is comprised of the members who served on the Board and the Group’s executive leadership team during the reporting period. Key management includes individuals who provide services to AMPSA while the related costs are fully borne by the Ardagh Group. An allocation of the compensation attributable for these services is included below. The amount outstanding at 31 December 2025 was $9 million (2024: $4 million).
Salaries and other short-term employee benefits related to key management for the year ended 31 December 2025 was $8 million (2024: $6 million). Post-employment and other benefits for the year ended 31 December 2025 was $6 million (2024: $3 million). In the event that certain performance-related targets are achieved in the period to 31 December 2027, which are not guaranteed and remain uncertain, a further $4 million (2024: $3 million) could become payable under the Group’s post-employment and other benefit arrangements.
(iv) Transactions and balances with other related parties
For the year ended 31 December 2025, related party transaction and balances include the Group’s pension schemes (note 21), the Services Agreement and the Joint IT Assets Agreement between AMPSA and the Ardagh Group (please see below and note 10, respectively), a lease agreement between AMPSA and the Ardagh Group (notes 11 and 20), the Earnout
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shares (note 22), movement in working capital, including costs reimbursed by the Ardagh Group of $nil, and dividends (note 25).
In 2021, the Ardagh Group and AMPSA entered into a Services Agreement, pursuant to which the Ardagh Group, either directly or indirectly through its affiliates, shall provide certain corporate and business-unit services to AMPSA and its subsidiaries, and AMPSA, either directly or indirectly through its affiliates, shall provide certain corporate and business-unit services to the Ardagh Group and its affiliates (other than AMPSA and its subsidiaries). The services pursuant to the Services Agreement include typical corporate functional support areas in order to compliment the activities in these areas which exist within AMPSA. As consideration for the corporate services provided by the Ardagh Group to AMPSA, AMPSA has provided corporate services to the Ardagh Group and has incurred an expense of $39 million for each of the years ended 31 December 2025 and 2024. The fees for services pursuant to the Services Agreement are subject to adjustment for third party costs and variations for certain volume-based services. As of 31 December 2025, the Services Agreement automatically renewed for an additional one-year term, with the fees for the services provided calculated based on an allocation of the cost associated with such services. The Services Agreement will renew automatically on an annual basis until terminated. All or any part of the Services Agreement may be terminated by either party providing nine months prior written notice to the other party, or by mutual consent of both parties in writing at any time.
With the exception of the balances outlined in (i) to (iv) above, there are no material balances outstanding with related parties at 31 December 2025.
(vi) Subsidiaries
The following table provides information relating to our principal operating subsidiaries, all of which are wholly owned, at 31 December 2025.
| | Country of |
Company | | incorporation |
Ardagh Metal Packaging Manufacturing Austria GmbH | | Austria |
Ardagh Metal Packaging Trading Austria GmbH | | Austria |
Ardagh Metal Packaging Brasil Ltda | | Brazil |
Ardagh Indústria de Embalagens Metálicas do Brasil Ltda. | | Brazil |
Ardagh Metal Packaging Trading France SAS | | France |
Ardagh Metal Packaging France SAS | | France |
Ardagh Metal Packaging Germany GmbH | | Germany |
Ardagh Metal Packaging Trading Germany GmbH | | Germany |
Ardagh Metal Packaging Trading Netherlands B.V. | | Netherlands |
Ardagh Metal Packaging Netherlands B.V. | | Netherlands |
Ardagh Metal Packaging Trading Poland Sp. z o.o | | Poland |
Ardagh Metal Packaging Poland Sp. z o.o | | Poland |
Ardagh Metal Packaging Trading Spain SLU | | Spain |
Ardagh Metal Packaging Spain SLU | | Spain |
Ardagh Metal Packaging Europe GmbH | | Switzerland |
Ardagh Metal Packaging Trading UK Limited | | United Kingdom |
Ardagh Metal Packaging UK Limited | | United Kingdom |
Ardagh Metal Packaging USA Corp. | | United States |
A number of the above legal entities act as subsidiary guarantor for the debt of the Company at 31 December 2025 and 2024.
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27. Contingencies
Environmental issues
The Group is regulated under various national and local environmental, occupational health and safety and other governmental laws and regulations relating to:
| ● | the operation of installations for manufacturing of metal packaging and surface treatment using solvents; |
| ● | the generation, storage, handling, use and transportation of hazardous materials; |
| ● | the emission of substances and physical agents into the environment; |
| ● | the discharge of waste water and disposal of waste; |
| ● | the remediation of contamination; |
| ● | the design, characteristics, collection and recycling of its packaging products; and |
| ● | the manufacturing and servicing of machinery and equipment for the metal packaging industry. |
The Group believes, based on current information, that it is in substantial compliance with applicable environmental laws and regulations and permit requirements. It does not believe it will be required, under existing or anticipated future environmental laws and regulations, to expend amounts, over and above the amounts accrued, which will have a material effect on its business, financial condition or results of operations or cash flows. In addition, no material proceedings against the Group arising under environmental laws are pending. Finally, the Group believes that the potential impact of climate change, including permit compliance, property damage and business disruption, on the Group has not resulted in a contingent obligation at 31 December 2025.
Legal matters
The Group is involved in certain legal proceedings arising in the normal course of its business. The Group believes that none of these proceedings, either individually or in aggregate, are expected to have a material adverse effect on its business, financial condition, results of operations or cash flows.
28. Events after the reporting period
On 21 April 2026, the Board approved an interim dividend of $0.10 per ordinary share. The interim dividend will be paid on 25 June 2026 to shareholders of record on 11 June 2026.
In December 2022, Ardagh Metal Packaging USA Corp., a subsidiary of AMPSA, filed a lawsuit in the United States District Court for the Northern District of Illinois, against its customer, American Craft Brewery, a subsidiary of The Boston Beer Company, Inc. (“Boston Beer”), for breach of contract in respect of minimum volume purchase requirements. The litigation progressed to trial during the period and on 6 April 2026, the Court entered a jury verdict awarding damages of approximately $175 million, plus pre-judgment interest if assessed, to the Group, subject to any post-trial motions.
On 24 February 2026, the Board approved an interim dividend of $0.10 per ordinary share. The interim dividend was paid on 26 March 2026, to shareholders of record on 12 March 2026.
On 29 January 2026, the Group signed an amendment agreement to increase the Global Asset Based Loan facility to $450 million and to extend the maturity to 29 January 2031.
Elizabeth Marcellino intends to step down from the Board and will not stand for re-election as a director of the Company at the 2026 annual general meeting of shareholders of the Company.
29. Filing Requirements
The Company has guaranteed certain liabilities of a number of its subsidiaries for the year ended 31 December 2025 including guarantees under Section 357 of the Irish Companies Act, 2014, and Section 264 of the German Commercial
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Code, as listed below. Furthermore, the Company has assumed joint and several liability in accordance with Section 403, Book 2 of the Dutch Civil Code for the liabilities of a number of its Dutch subsidiaries, as listed below.
Section 357 Exemption – Irish Company Law Requirement
The Irish subsidiary undertakings of Ardagh Metal Packaging S.A. listed below, which are included in these consolidated financial statements, have availed of an exemption from filing their individual financial statements with the Irish Registrar of Companies as permitted by Section 357 of the Irish Companies Act, 2014 on the basis that they have satisfied the conditions as laid out in Sections 357 (a) to (h) of that Act.
Ardagh Packaging Holdings Limited (in liquidation)
Ardagh Metal Packaging Finance plc
Ardagh Metal Packaging Treasury Limited
Ardagh Metal Packaging International Services Limited
Section 264 Exemption – German Commercial Code Requirement
The German subsidiary undertakings of Ardagh Metal Packaging S.A. listed below, which are included in these consolidated financial statements, have availed of an exemption from filing their individual financial statements with the German Registrar of Companies as permitted by Section 264 paragraph 3 of the German Commercial Code, on the basis that they have satisfied the conditions as laid out in Section 264 Paragraph 3 Item 1.-5. of that Code.
Ardagh Metal Packaging Holdings Germany GmbH
Ardagh Metal Packaging Germany GmbH
Ardagh Metal Packaging Trading Germany GmbH
Section 403 Exemption – Dutch Civil Code Requirement
The Company has issued a declaration of joint and several liability as referred to in section 403, book 2 of the Dutch Civil Code in respect of a number of its consolidated participations. This provides an exemption for those entities from filing their individual financial statements. The declaration concerns:
Ardagh Metal Packaging Netherlands B.V.
Ardagh Metal Packaging Trading Netherlands B.V.
75
Exhibit 99.3
Ardagh Metal Packaging S.A.
Annual Accounts for the year ended 31 December 2025
56, rue Charles Martel
L-2134 Luxembourg, Luxembourg
R.C.S.: B 251465
Table of Contents
Annual Accounts of Ardagh Metal Packaging S.A.
for the year ended 31 December 2025
Directors and Other Information | 2 |
Audit Report | 3 |
Abridged Balance Sheet | 7 |
Abridged Profit and Loss Account | 9 |
Notes to the Annual Accounts | 11 |
1
Directors and Other Information
Directors
Herman Troskie
Abigail Blunt
Yves Elsen
Oliver Graham
Elizabeth Marcellino
Damien O’Brien
Mark Porto (appointed with effect from 17 November 2025)
The Rt. Hon. The Lord Hammond of Runnymede
Stefan Schellinger (appointed with effect from 27 May 2025)
Registered Office
56, rue Charles Martel
L-2134 Luxembourg
Luxembourg
Registre du Commerce et des Sociétés
B 251465
Auditor
PricewaterhouseCoopers Assurance, Société coopérative
Réviseur d’Entreprises agréé
2, rue Gerhard Mercator
L-2182 Luxembourg
2
Audit report
To the Shareholders of | |
Ardagh Metal Packaging S.A. | |
| |
Our opinion
In our opinion, the accompanying annual accounts give a true and fair view of the financial position of Ardagh Metal Packaging S.A. (the “Company”) as at 31 December 2025, and of the results of its operations for the year then ended in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the annual accounts.
What we have audited
The Company’s annual accounts comprise:
| • | the abridged balance sheet as at 31 December 2025; |
| • | the abridged profit and loss account for the year then ended; and |
| • | the notes to the annual accounts, which include a summary of significant accounting policies. |
|
Basis for opinion
We conducted our audit in accordance with the Law of 23 July 2016 on the audit profession (Law of 23 July 2016) and with International Standards on Auditing (ISAs) as adopted for Luxembourg by the “Commission de Surveillance du Secteur Financier” (CSSF). Our responsibilities under the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the “Responsibilities of the “Réviseur d’entreprises agréé” for the audit of the annual accounts” section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
| PricewaterhouseCoopers Assurance, Société coopérative, |
www.pwc.lu | Cabinet de révision agréé. Expert-comptable (autorisation ministérielle n°10181659) |
3
We are independent of the Company in accordance with the International Code of Ethics for Professional Accountants, including International Independence Standards, issued by the International Ethics Standards Board for Accountants (IESBA Code) as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the annual accounts. We have fulfilled our other ethical responsibilities under those ethical requirements.
|
Other information
The Board of Directors is responsible for the other information. The other information comprises the information stated in the "Directors and other information” but does not include the annual accounts and our audit report thereon.
Our opinion on the annual accounts does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the annual accounts, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the annual accounts or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
|
Responsibilities of the Board of Directors and those charged with governance for the annual accounts
The Board of Directors is responsible for the preparation and fair presentation of the annual accounts in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the annual accounts, and for such internal control as the Board of Directors determines is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error.
4
In preparing the annual accounts, the Board of Directors is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
|
Responsibilities of the “Réviseur d’entreprises agréé” for the audit of the annual accounts
The objectives of our audit are to obtain reasonable assurance about whether the annual accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an audit report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual accounts.
As part of an audit in accordance with the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
| • | identify and assess the risks of material misstatement of the annual accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control; |
5
| • | obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control; |
| • | evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors; |
| • | conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our audit report to the related disclosures in the annual accounts or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our audit report. However, future events or conditions may cause the Company to cease to continue as a going concern; |
| • | evaluate the overall presentation, structure and content of the annual accounts, including the disclosures, and whether the annual accounts represent the underlying transactions and events in a manner that achieves fair presentation. |
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate to them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
Luxembourg, 23 April 2026
PricewaterhouseCoopers Assurance, Société coopérative
Represented by
David Schmidt
6
Annual Accounts Helpdesk : | | RCSL Nr. : B251465 | Matricule : 2021 2200 442 | |
Tel. | : (+352) 247 88 494 | | | eCDF entry date : |
: centralebilans@statec.etat.lu | | ABRIDGED BALANCE SHEET | ||
| | Financial year from 01 01/01/2025 to 02 31/12/2025 (in 03 EUR ) | ||
| | | | |
| | | | |
| | Ardagh Metal Packaging S.A. | ||
| | 56, rue Charles Martel | ||
| | L-2134 Luxembourg | ||
| | | | |
| | | | |
ASSETS | | | | | | | | |
| | | | | | | | |
| Reference(s) | | Current year | | Previous year | |||
A. Subscribed capital unpaid | 1101 | | | 101 | | | 102 | |
I. Subscribed capital not called | 1103 | | | 103 | | | 104 | |
II. Subscribed capital called but unpaid | 1105 | | | 105 | | | 106 | |
| | | | | | | | |
B. Formation expenses | 1107 | | | 107 | | | 108 | |
| | | | | | | | |
C. Fixed assets | 1109 | | | 109 | 2.445.393.082,00 | | 110 | 3.000.802.638,00 |
I. Intangible assets | 1111 | | | 111 | | | 112 | |
II. Tangible assets | 1125 | | | 125 | | | 126 | |
III. Financial assets | 1135 | 3 | | 135 | 2.445.393.082,00 | | 136 | 3.000.802.638,00 |
| | | | | | | | |
D. Current assets | 1151 | | | 151 | 22.348.760,00 | | 152 | 15.053.080,00 |
| | | | | | | | |
I. Stocks | 1153 | | | 153 | | | 154 | |
II. Debtors | 1163 | | 163 | 22.348.760,00 | | 164 | 15.053.080,00 | |
a) becoming due and payable within one year | 1203 | 4 | | 203 | 22.348.760,00 | | 204 | 15.053.080,00 |
b) becoming due and payable after more than one year | 1205 | | | 205 | | | 206 | |
III. Investments | 1189 | | | 189 | | | 190 | |
IV. Cash at bank and in hand | 1197 | | | 197 | | 198 | ||
| | | | | | | | |
E. Prepayments | 1199 | | | 199 | 57.209,00 | | 200 | 59.437,00 |
| | | | | | | | |
TOTAL (ASSETS) | | 201 | 2.467.799.051,00 | | 202 | 3.015.915.155,00 | ||
The notes in the annex form an integral part of the annual accounts |
RCSL Nr. : B251465 | Matricule : 2021 2200 442 |
CAPITAL, RESERVES AND LIABILITIES | | |||||||
| | | | | | | | |
| Reference(s) | | Current year | | Previous year | |||
A. Capital and reserves | 1301 | 5 | | 301 | 1.602.610.797,00 | | 302 | 2.474.051.029,00 |
I. Subscribed capital | 1303 | | | 303 | 5.976.995,00 | | 304 | 255.976.995,00 |
II. Share premium account | 1305 | | | 305 | 4.370.231.376,00 | | 306 | 4.614.315.696,00 |
III. Revaluation reserve | 1307 | | | 307 | | | 308 | |
IV. Reserves | 1309 | | | 309 | -33.425.690,00 | | 310 | -33.425.690,00 |
V. Profit or loss brought forward | 1319 | | | 319 | -2.118.731.301,00 | | 320 | -1.416.833.370,00 |
VI. Profit or loss for the financial year | 1321 | | | 321 | -389.029.438,00 | | 322 | -701.897.782,00 |
VII. Interim dividends | 1323 | | | 323 | -232.411.145,00 | | 324 | -244.084.820,00 |
VIII. Capital investment subsidies | 1325 | | | 325 | | | 326 | |
| | | | | | | | |
B. Provisions | 1331 | | | 331 | | | 332 | |
| | | | | | | | |
C. Creditors | 1435 | 6 | | 435 | 859.365.358,00 | | 436 | 539.143.315,00 |
a) becoming due and payable within one year | 1453 | | 453 | 50.479.503,00 | | 454 | 282.781.090,00 | |
b) becoming due and payable after more than one year | 1455 | | 455 | 808.885.855,00 | | 456 | 256.362.225,00 | |
| | | | | | | | |
D. Deferred income | 1403 | 7 | | 403 | 5.822.896,00 | | 404 | 2.720.811,00 |
| | | | | | | | |
TOTAL (CAPITAL, RESERVES AND LIABILITIES) | | 405 | 2.467.799.051,00 | | 406 | 3.015.915.155,00 | ||
| | | | | | |
Oliver Graham | | | | | Stefan Schellinger | |
| | | | | | |
The notes in the annex form an integral part of the annual accounts |
Annual Accounts Helpdesk : | | RCSL Nr. : B251465 | Matricule : 2021 2200 442 | |
Tel. | : (+352) 247 88 494 | | | eCDF entry date : |
: centralebilans@statec.etat.lu | | ABRIDGED PROFIT AND LOSS ACCOUNT | ||
| | Financial year from 01 01/01/2025 to 02 31/12/2025 (in 03 EUR ) | ||
| | | | |
| | | | |
| | | | |
| | | | |
| | Ardagh Metal Packaging S.A. | ||
| | 56, rue Charles Martel | ||
| | L-2134 Luxembourg | ||
| | | | |
| | | | |
| | | | |
| | | | |
| Reference(s) | | Current year | | Previous year | |||
1. to 5. Gross profit or loss | 1651 | 8 | | 651 | 12.290.588,00 | | 652 | 12.959.899,00 |
6. Staff costs | 1605 | 9 | | 605 | | | 606 | |
a) Wages and salaries | 1607 | | | 607 | | | 608 | |
b) Social security costs | 1609 | | | 609 | | | 610 | |
i) relating to pensions | 1653 | | | 653 | | | 654 | |
ii) other social security costs | 1655 | | | 655 | | | 656 | |
c) Other staff costs | 1613 | | | 613 | | | 614 | |
7. Value adjustments | 1657 | | | 657 | | | 658 | |
a) in respect of formation expenses and of tangible and intangible fixed assets | 1659 | | | 659 | | | 660 | |
b) in respect of current assets | 1661 | | | 661 | | | 662 | |
8. Other operating expenses | 1621 | 8 | | 621 | | 622 | ||
The notes in the annex form an integral part of the annual accounts |
RCSL Nr. : B251465 | Matricule : 2021 2200 442 |
| Reference(s) | | Current year | | Previous year | |||
9.Income from participating interests | 1715 | | | 715 | | | 716 | |
a) derived from affiliated undertakings | 1717 | | 717 | | | 718 | | |
b) other income from participating | 1719 | | | 719 | | | 720 | |
10. Income from other investments and | 1721 | 10 | | 721 | 199.273.559,00 | | 722 | |
a) derived from affiliated undertakings | 1723 | | | 723 | 199.273.559,00 | | 724 | |
b) other income not included under a) | 1725 | | | 725 | | | 726 | |
11. Other interest receivable and similar income | 1727 | | | 727 | | | 728 | |
a) derived from affiliated undertakings | 1729 | | 729 | | | 730 | | |
b) other interest and similar income | 1731 | | | 731 | | | 732 | |
12. Share of profit or loss of | 1663 | | | 663 | | | 664 | |
13. Value adjustments in respect of | 1665 | 10 | | 665 | -555.410.056,00 | | 666 | -693.588.744,00 |
14. Interest payable and similar expenses | 1627 | 11 | | 627 | -45.039.945,00 | | 628 | -21.264.122,00 |
a) concerning affiliated undertakings | 1629 | | 629 | -42.925.231,00 | | 630 | -22.063.663,00 | |
b) other interest and similar expenses | 1631 | | | 631 | -2.114.714,00 | | 632 | 799.541,00 |
15. Tax on profit or loss | 1635 | | 635 | | | 636 | | |
16. Profit or loss after taxation | 1667 | | | 667 | -388.885.854,00 | | 668 | -701.892.967,00 |
17. Other taxes not shown under items | 1637 | 12 | | 637 | -143.584,00 | | 638 | -4.815,00 |
18. Profit or loss for the financial year | 1669 | | | 669 | -389.029.438,00 | | 670 | -701.897.782,00 |
Oliver Graham | | | | | Stefan Schellinger | |
The notes in the annex form an integral part of the annual accounts |
Notes to the Annual Accounts
1. | General information |
Ardagh Metal Packaging S.A. (the “Company” or “AMPSA”) was incorporated in Luxembourg on 20 January 2021. The Company’s registered office is 56, rue Charles Martel, L-2134 Luxembourg, Luxembourg.
On 13 November 2025, the Company announced that on 12 November 2025, Ardagh Group S.A. (“AGSA”) reported that it had completed a comprehensive recapitalisation transaction in respect of certain debt of AGSA and its affiliates (the “Recapitalisation Transaction”). As part of the Recapitalisation Transaction, a debt-for-equity swap was effected pursuant to which certain holders of AGSA’s and its affiliates’ indebtedness acquired indirect ownership of AGSA through Ardagh Holdings S.A. (formerly Yeoman Capital S.A.). Following completion of the Recapitalisation Transaction, the ultimate parent of the Company is Ardagh Holdings S.A., a company registered in Luxembourg (together with its subsidiaries other than AMPSA and its subsidiaries, the “Ardagh Group”), which indirectly owns approximately 76% of the issued ordinary shares of the Company.
Ardagh Holdings S.A. prepares consolidated financial statements under IFRS Accounting Standards as adopted by the EU. The results of the Company will also be reflected in the consolidated financial statements that Ardagh Holdings S.A will prepare for the year ended 31 December 2025.
Copies of the Ardagh Holdings S.A. consolidated financial statements can be obtained from the Company at 56, rue Charles Martel, L-2134 Luxembourg, Luxembourg.
The Company also prepares consolidated financial statements, which are published according to the provisions of Luxembourg law.
The Company is an independent, pure-play metal beverage can company, whose ordinary shares are listed on the New York Stock Exchange under the ticker symbol “AMBP.” The Company and its subsidiaries (together, the “Group”) are a leading supplier of metal beverage cans globally, with a particular focus on the Americas and Europe. The Group supplies sustainable and infinitely recyclable metal packaging to a diversified customer base of leading global, regional and national beverage producers.
The Ardagh Group capital structure is separate and distinct from AMPSA’s capital structure. The Recapitalisation Transaction had no impact on the listing of AMPSA’s shares or the capital structure of AMPSA or its subsidiaries and AMPSA has remained a subsidiary of the Ardagh Group under the terms of the Recapitalisation Transaction.
2. Summary of significant accounting policies
2.1 | Basis of preparation |
The annual accounts are prepared in conformity with the Luxembourg legal and regulatory requirements under the historical cost convention. The accounting policies and valuation rules are, apart from those enforced by the amended law of 19 December 2002, determined, and implemented by the board of directors of the Company (the "Board").
The preparation of annual accounts requires the use of certain critical accounting estimates. It also requires the Board to exercise its judgement in the process of applying the accounting policies. Changes in assumptions may have a significant impact on the annual accounts in the period in which the assumptions changed. The Board believes that the underlying assumptions are appropriate and that the annual accounts therefore present the financial position and results fairly.
The Board makes estimates and assumptions that affect the reported amounts of assets and liabilities in the next financial year. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations and future events that are believed to be reasonable under the circumstances.
At the date that the financial statements were approved for issue by the Board, the Board has formed the judgment that there is a reasonable expectation that the Company will have adequate resources to continue in operational existence for the foreseeable future. Accordingly, these financial statements have been prepared on a going concern basis. In assessing whether the going concern assumption is appropriate, the Board has taken into account all available information about a period, extending to at least 31 December 2026. In arriving at its conclusion, the Board has taken account of the Company and Group’s current and anticipated trading performance, together with current and anticipated levels of cash and net debt and the availability of committed borrowing facilities and the separate and distinct capital structure and aspects, and as a result, it is the Board’s judgment that it is appropriate to prepare the financial statements using the going concern basis.
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2.2 Significant accounting policies
The main valuation rules applied by the Company are the following:
| (a) | Financial assets |
Shares in affiliated undertakings, participating interests and securities held as fixed assets are valued at purchase price including the expenses incidental thereto. Loans to affiliated undertakings are valued at nominal value.
In the case of durable depreciation in value according to the opinion of the Board, value adjustments are made in respect of financial assets, so that they are valued at the lower figure to be attributed to them at the balance sheet date. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.
| (b) | Debtors |
Debtors are valued at their nominal value. They are subject to value adjustments where their recovery is compromised. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.
| (c) | Foreign currency translation |
Transactions expressed in currencies other than euro are translated into euro at the exchange rate effective at the time of the transaction.
Financial assets expressed in other currencies than euro are translated at the exchange rate effective at time of transaction. At the balance sheet date, these assets remain translated at historical exchange rates.
Cash at bank and in hand is translated at the exchange rate effective at the balance sheet date. Exchange losses and gains are recorded in the profit and loss account of the year.
Other assets and liabilities are translated separately respectively at the lower or at the higher of the value converted at the historical exchange rate or the value determined on the basis of the exchange rates effective at the balance sheet date. The unrealised exchange losses are recorded in the profit and loss account. The exchange gains are recorded in the profit and loss account at the moment of their realisation whereas unrealised exchange gains are recognised on the balance sheet as deferred income.
Where there is an economic link between an asset and liability, these are valued in total according to the method described above and the net unrealised losses are recorded in the profit and loss account whereas unrealised exchange gains are not recognised.
| (d) | Creditors |
Creditors are recorded at their reimbursement value. Where the amount repayable on account is greater than the amount received, the difference is shown as an asset and is written off over the period of the debt based on a linear method.
| (e) | Share premium account |
A share premium account is recorded in the capital and reserves section of the balance sheet.
In the event of insufficient profits brought forward, dividends are allocated from the distributable share premium reserve.
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3. | Shares in Affiliated Undertakings |
Shares in affiliated undertakings | 2025 | 2024 | ||
| €’000 | | €’000 | |
Gross book value - opening balance | 5,130,516 | 5,130,516 | ||
Gross book value - closing balance | 5,130,516 |
| 5,130,516 | |
Accumulated value adjustments – opening balance | (2,129,713) |
| (1,436,124) | |
Impairment of shares in affiliated undertakings | (555,410) |
| (693,589) | |
Accumulated value adjustments –closing balance | (2,685,123) |
| (2,129,713) | |
Net book value - opening balance | 3,000,803 |
| 3,694,392 | |
Net book value – closing balance | 2,445,393 |
| 3,000,803 |
The following table provides information relating to our affiliated undertakings at 31 December 2025:
Name | | Registered Office | | Ownership | | Last balance sheet date | | Carrying value of investments | Net equity | | Loss for the year |
| | | | | | | | ’000 | ’000 | | ’000 |
| | | | | | | | | | | |
Ardagh Metal Packaging Group Sarl | | 56, rue Charles Martel, | | 100% | | 31/12/2024 | | €2,445,393 | €2,874,768* | | (€812,504)* |
Ardagh Packaging Holdings Limited | | Ardagh House, South Country Business Park, Leopardstown, Dublin 18, Ireland | | 6.12% | | 31/12/2024 | | €nil | $nil* | | ($4)* |
| | | | | | | | | | | |
* These results relate to the unaudited stand-alone annual accounts of these entities.
Management has assessed the recoverable amounts of the shares in affiliated undertakings against the respective carrying values and concluded that an impairment charge of €555,410,056 (2024: €693,588,744) should be recognised, which is presented in the income statement within “value adjustments in respect of financial assets and of investments held as current assets”. The Company uses the fair value less costs of disposal (“FVLCD”) model for the purposes of its impairment test. In assessing FVLCD, management uses a market approach, which includes, as key assumptions, the valuation multiple which a market participant would apply to Adjusted EBITDA.
4. | Debtors becoming due and payable within one year |
| | 2025 | | 2024 |
| | €’000 | | €’000 |
Amounts owed by affiliated undertakings | | 18,593 | | 15,053 |
Other receivables | | 3,756 | | - |
| | 22,349 | | 15,053 |
Amounts owed by affiliated undertakings comprises recharge income for the provision of services under a services agreement entered into in 2024 between the Company and one of its indirect subsidiaries, Ardagh Metal Packaging Holdings Sarl.
Other receivables relate to an insurance receivable recognised during the year.
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5. | Capital and reserves |
The movements in the subscribed capital were as follows:
Subscribed capital | | 2025 | | 2024 |
| | €’000 | | €’000 |
Authorised and subscribed | | | | |
597,699,586 ordinary shares of €0.01 each | | 5,977 | | 5,977 |
56,306,306 preferred shares of €4.44 each | | - | | 250,000 |
| | 5,977 | | 255,977 |
On 2 December 2025, the Company redeemed in full its 56,306,306 non-convertible non-voting 9% cumulative preferred shares for a total consideration of €250 million. The preferred shares were subsequently cancelled on 9 December 2025.
| Par Value | No. of Shares | Issued subscribed capital |
| € | | €’000 |
Ordinary shares at 1 January 2025 | 0.01 | 597,699,586 | 5,977 |
Ordinary shares at 31 December 2025 | 0.01 | 597,699,586 | 5,977 |
| | | |
Preferred shares at 1 January 2025 | 4.44 | 56,306,306 | 250,000 |
Preferred shares redeemed | 4.44 | (56,306,306) | (250,000) |
Preferred shares at 31 December 2025 | - | - | - |
The movements in the reserve accounts are as follows:
| Subscribed capital | | Share premium account | | Legal reserve | | Other reserves (i) | | Profit or (loss) brought forward | | Profit or loss for the year | | Interim Dividends (ii) | ||||||||||
| €’000 | | €’000 | | €’000 | | €’000 | | €’000 | | €’000 | | €’000 | ||||||||||
At 1 January 2025 | 255,977 | | 4,614,316 | | 603 | | (34,029) | | (1,416,833) | | (701,898) | | (244,085) | ||||||||||
Allocation of loss from previous year | - | | - | | - | | - | | (701,898) | | 701,898 | | - | ||||||||||
Allocation of dividends paid from previous year | - | | (244,085) | | - | | - | | - | | - | | 244,085 | ||||||||||
Redemption of preferred shares | (250,000) | | - | | - | | - | | - | | - | | - | ||||||||||
Share issuance | - | | - | | - | | - | | - | | - | | - | ||||||||||
Loss for the year | - | | - | | - | | - | | - | | (389,029) | | - | ||||||||||
Interim dividends | - | | - | | - | | - | | - | | - | | (232,411) | ||||||||||
At 31 December 2025 | 5,977 | | 4,370,231 | | 603 | | (34,029) | | (2,118,731) | | (389,029) | | (232,411) | ||||||||||
(i) In 2022, the Company repurchased and cancelled a total of 5,768,638 ordinary shares, returning €34 million to shareholders.
(ii) The Company approved the following dividends during the year:
On 25 February 2025, the Board approved an interim dividend of $0.10 per ordinary share. The interim dividend of €57.0 million ($60 million) was paid on 27 March 2025 to shareholders of record on 13 March 2025. On 25 February 2025, the Board approved an interim dividend on the annual 9% dividend of the preferred shares. The interim dividend of €5.6 million ($6 million) was paid on 27 March 2025.
On 22 April 2025, the Board approved an interim dividend of $0.10 per ordinary share. The interim dividend of €52.1 million ($60 million) was paid on 15 May 2025 to shareholders of record on 5 May 2025. On 22 April 2025, the Board approved an interim dividend on the annual 9% dividend of the preferred shares. The interim dividend of €5.6 million ($6 million) was paid on 15 May 2025.
On 22 July 2025, the Board approved an interim dividend of $0.10 per ordinary share. The interim dividend of €51.1 million ($60 million) was paid on 19 August 2025 to shareholders of record on 7 August 2025. On 22 July 2025, the Board approved an interim dividend on the annual 9% dividend of the preferred shares. The interim dividend of €5.6 million ($6 million) was paid on 19 August 2025.
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On 21 October 2025, the Board approved an interim dividend of $0.10 per ordinary share. The interim dividend of €49.8 million ($60 million) was paid on 13 November 2025 to shareholders of record on 3 November 2025. On 21 October 2025, the Board approved an interim dividend on the annual 9% dividend of the preferred shares to be paid on 13 November 2025. The net pro-rata dividend up to the redemption date of the preferred shares, amounted to €3.8 million ($4 million).
Decisions in relation to the dividend policy are determined by the Board, however the Company intends to continue to pay a regular quarterly interim dividend of $0.10 per ordinary share, which would equate to a full year dividend of $0.40 per ordinary share.
Legal reserve
Under Luxembourg law, the Company is required to allocate a minimum of 5% of its annual net profit to a legal reserve, until this reserve equals 10% of the subscribed share capital. This reserve is not available for distribution.
6. Creditors
| | 2025 | | 2024 |
Becoming due and payable within one year: | | €’000 | | €’000 |
Amounts payable to affiliated undertakings | | 44,611 | | 282,235 |
Other creditors | | 5,868 | | 546 |
| | | | |
Becoming due and payable after one year: | | | ||
Amounts payable to affiliated undertakings | | 808,886 | | 256,362 |
| | 859,365 | | 539,143 |
Amounts owed to affiliated undertakings becoming due and payable within one year primarily consists of interest-bearing, working capital loans denominated in euro and U.S. dollar with Ardagh Metal Packaging Treasury Limited. Interest is calculated on the basis of a 360-day year and the actual days elapsed. The loans are unsecured, repayable on demand and carry interest at variable rates. The average interest rate on the euro loan was 3.5% and 5.3% on the U.S. dollar loan.
Amounts owed to affiliated undertakings becoming due and payable after one year relate to two new term loan agreements entered into during the year by the Company with Ardagh Metal Packaging Treasury Limited. These loans, with principal amounts of €560.7 million and €248.2 million respectively are both denominated in euro. Interest is calculated on the basis of a 360-day year and the actual days elapsed. The €560.7 million loan bears interest at 6.3% per annum, while the €248.2 million loan bears interest at 6.0% per annum. Both term loans are set to mature in January 2031. The previous €256.4 million term loan held by the Company was repaid during the year.
7. Deferred income
| | 2025 | | 2024 |
| | €’000 | | €’000 |
Deferred income | | 5,823 | | 2,721 |
This amount represents an unrealised exchange gain on a U.S. dollar loan referenced in Note 6 – Creditors, calculated at the exchange rate effective at the balance sheet date. In accordance with the Foreign Currency accounting policy outlined in 2.2 (c) above, this gain is recognised as deferred income because the gain has not been realised.
8. Gross profit or loss
| | 2025 | | 2024 |
| | €’000 | | €’000 |
Other operating income | | 14,290 | | 15,173 |
Other external expenses | | (1,999) | | (2,213) |
| | 12,291 | | 12,960 |
Other operating income comprises recharge income for the provision of services under a services agreement entered into in 2024 between the Company and one of its indirect subsidiaries, Ardagh Metal Packaging Holdings Sarl.
Other external expenses relate to direct and indirect costs and expenses for the operations of the Company.
15
9. Staff costs
The company has no employees.
10. Income from participating interests
| | | | | ||||
| | 2025 | | 2024 | ||||
| | €’000 | | €’000 | ||||
Derived from affiliated undertakings | | 199,274 | | - | ||||
The Company received interim dividends of €49 million and €150 million from Ardagh Metal Packaging Group Sarl on 16 June 2025 and 19 December 2025, respectively.
11. Value adjustments in respect of financial assets and of investments held as current assets
| | 2025 | | 2024 |
| | €’000 | | €’000 |
Impairment of shares in affiliated undertakings | | (555,410) | | (693,589) |
Management has assessed the recoverable amounts of the shares in affiliated undertakings against the respective carrying values and concluded that an impairment charge of €555,410,056 (2024: €693,588,744) should be recognised. The Company uses the fair value less costs of disposal (“FVLCD”) model for the purposes of its impairment test. In assessing FVLCD, management uses a market approach, which includes, as key assumptions, the valuation multiple which a market participant would apply to Adjusted EBITDA.
12. Interest payable and similar expenses
| | 2025 | | 2024 |
| | €’000 | | €’000 |
Interest concerning affiliated undertakings | | (42,925) | | (22,064) |
Foreign currency translation (losses)/gains | | (2,115) | | 800 |
| | (45,040) | | (21,264) |
Interest concerning affiliated undertakings reflected interest expense on amounts owed to Ardagh Metal Packaging Treasury Limited on its working capital loans and term loans referred to in Note 6 – Creditors.
13. Taxes
The Company is subject in Luxembourg to the applicable general tax regulations.
| | 2025 | | 2024 |
| | €’000 | | €’000 |
Tax expense for the financial year | | (144) | | (5) |
The Company belongs to a group that is within the scope of the OECD Pillar Two model rules. Pillar Two legislation was enacted in Luxembourg, the jurisdiction in which the Company is incorporated, which has come into effect for fiscal years starting on or after 31 December 2023. The Company performed an impact assessment of the OECD transitional safe harbour rules. The Company concluded that it should not be subject to top-up tax for the current year.
The Company has tax losses brought forward of €2,140,716,519 as per the last filed tax return for the year end 31 December 2024 and estimates €406,458,761 of tax losses for the year end 31 December 2025, which could lead to a potential deferred tax asset of €608,010,739 at a tax rate of 23.87%.
Regarding the aforementioned losses that have been generated as from tax year 2021 (€2,547,175,280), that amount can be carried forward for the seventeen years following the tax year in which the losses arose.
16
14. Commitments and contingencies
The Company has guaranteed certain liabilities of a number of its subsidiaries for the year ended 31 December 2025, including acting as guarantor of certain of the Group’s senior secured and senior debt, and providing guarantees under Section 357 of the Irish Companies Act 2014 and Section 264 of the German Commercial Code, as listed below. Furthermore, the Company has assumed joint and several liability, in accordance with Section 403, Book 2 of the Dutch Civil Code, for the liabilities of a number of its Dutch subsidiaries, as listed below.
Section 357 Exemption – Irish Company Law Requirement
The Irish subsidiary undertakings of the Company listed below have availed of an exemption from filing their individual financial statements with the Irish Registrar of Companies as permitted by Section 357 of the Irish Companies Act, 2014 on the basis that they have satisfied the conditions as laid out in Sections 357 (a) to (h) of that Act.
Ardagh Packaging Holdings Limited (In Liquidation)
Ardagh Metal Packaging Finance plc
Ardagh Metal Packaging Treasury Limited
Ardagh Metal Packaging International Services Limited
Section 264 Exemption – German Commercial Code Requirement
The German subsidiary undertakings of the Company listed below, have availed of an exemption from filing their individual financial statements with the German Registrar of Companies as permitted by Section 264 paragraph 3 of the German Commercial Code, on the basis that they have satisfied the conditions as laid out in Section 264 Paragraph 3 Item 1.-5. of that Code.
Ardagh Metal Packaging Holdings Germany GmbH
Ardagh Metal Packaging Germany GmbH
Ardagh Metal Packaging Trading Germany GmbH
Section 403 Exemption – Dutch Civil Code Requirement
The Company has issued a declaration of joint and several liability as referred to in section 403, book 2 of the Dutch Civil Code in respect of a number of its consolidated participations. This provides an exemption for those entities from filing their individual financial statements. The declaration concerns:
Ardagh Metal Packaging Netherlands B.V.
Ardagh Metal Packaging Trading Netherlands B.V.
Earnout Shares
Ardagh Group S.A. has a contingent right to receive up to 60.73 million earnout shares from the Company. The earnout shares are issuable by the Company to Ardagh Group S.A. subject to attainment of certain stock price hurdles, over a five-year period ending on 31 January 2027. There have been no triggering events in relation to the earnout shares and as a result these have been treated as off-balance sheet items.
Warrants
All warrants previously exercisable for the purchase of shares in Gores Holdings V were converted into AMPSA warrants exercisable for the purchase of shares in AMPSA at an exercise price of $11.50 ending in August 2026. There have been no triggering events in relation to the warrants and as a result these have been treated as off-balance sheet items.
17
15. Related party transactions
The primary related party transactions of the Company include investments in and loans to and from affiliated entities as well as associated interest. Other transactions include the preferred share issuance and dividends declared and paid. Please refer to preceding notes in these annual accounts.
The Company has a receivable balance of €1.2 million with AGSA in respect of German real estate transfer taxes.
On 2 December 2025, the Company redeemed its 56,306,306 non-convertible, non-voting 9% cumulative preferred shares with a nominal value of €4.44 each, issued in July 2022 to AGSA and subsequently transferred to a wholly-owned subsidiary of AGSA in 2024, for a total consideration of €250 million. The preferred shares were subsequently cancelled on 9 December 2025.
In 2021, the Ardagh Group and AMPSA entered into a Services Agreement, pursuant to which the Ardagh Group, either directly or indirectly through its affiliates, shall provide certain corporate and business-unit services to AMPSA and its subsidiaries, and AMPSA, either directly or indirectly through its affiliates, shall provide certain corporate and business-unit services to the Ardagh Group and its affiliates (other than AMPSA and its subsidiaries). The services pursuant to the Services Agreement include typical corporate functional support areas in order to compliment the activities in these areas which exist within AMPSA. The fees for services pursuant to the Services Agreement are subject to adjustment for third party costs and variations for certain volume-based services. As of 31 December 2025, the Services Agreement automatically renewed for an additional one-year term, with the fees for the services provided calculated based on an allocation of the cost associated with such services. The Services Agreement will renew automatically on an annual basis until terminated. All or any part of the Services Agreement may be terminated by either party providing nine months prior written notice to the other party, or by mutual consent of both parties in writing at any time.
In 2022, the Ardagh Group and AMPSA signed a letter agreement for the development and acquisition of joint information technology assets (both hardware and software) which are operated for the mutual benefit of both parties (the “Joint IT Assets”). This letter agreement requires the consent of both parties for all activities that significantly affect the returns from the Joint IT Assets and unless otherwise agreed by the parties in writing, the agreement provides that rights, title and interest in any Joint IT Assets, shall be divided in agreed proportions. Costs in both the development and operation of the Joint IT Assets will be borne by both parties, in accordance with each party’s ownership share.
16. | Subsequent events |
On 29 January 2026, the Company (and certain of its subsidiaries) signed an amendment agreement to increase the Group’s global asset-based loan facility to $450 million and to extend the maturity to 29 January 2031.On 24 February 2026, the Board approved an interim dividend of $0.10 per ordinary share. The interim dividend of €55 million ($60 million) was paid on 26 March 2026 to shareholders of record on 12 March 2026.
On 21 April 2026, the Board approved an interim dividend of $0.10 per ordinary share. The interim dividend will be payable on 25 June 2026, to shareholders of record on 11 June 2026.
In December 2022, Ardagh Metal Packaging USA Corp., a subsidiary of AMPSA, filed a lawsuit in the United States District Court for the Northern District of Illinois, against its customer, American Craft Brewery, a subsidiary of The Boston Beer Company, Inc. (“Boston Beer”), for breach of contract in respect of minimum volume purchase requirements. The litigation progressed to trial during the period and on April 6, 2026, the Court entered a jury verdict awarding damages of approximately $175 million, plus pre-judgment interest if assessed, to the Group, subject to any post-trial motions.
Elizabeth Marcellino intends to retire from the Board and will not stand for re-election as a director of the Company at the 2026 annual general meeting of shareholders of the Company.
There have been no other significant events between the balance sheet date and the date of approval of the annual accounts.
17. | Approval of annual accounts |
The annual accounts were approved on 21 April 2026.
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