EX-99.1 2 ambp-20250415xex99d1.htm EX-99.1

Exhibit 99.1

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​ | ardaghmetal packaging.com
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​ | Ardagh Metal Packaging S.A.
​ | 56, rue Charles Martel
​ | L-2134 Luxembourg, Luxembourg
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​ | T: +352 26 25 85 - 55
​ | F: +352 26 38 94 - 44
​ | E: enquiries@ardaghgroup.com
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​ | April 15, 2025

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Dear Shareholder,

You are cordially invited to attend the 2025 annual general meeting of shareholders (the “Annual General Meeting”) of Ardagh Metal Packaging S.A. (the “Company”) to be held on May 27, 2025, 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 March 31, 2025 (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 our 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 May 23, 2025, 11:59 p.m. EDT, on May 22, 2025, 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

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Convening Notice to

the Annual General Meeting of Shareholders

to be held on May 27, 2025, at 12:00 p.m. Luxembourg time

at 56, rue Charles Martel, L-2134 Luxembourg, Luxembourg

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April 15, 2025

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Dear Shareholder,

The Board of Directors of Ardagh Metal Packaging S.A. (the “Company”) is pleased to invite you to attend the 2025 annual general meeting of shareholders (the “Annual General Meeting”), to be held on May 27, 2025, 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 reports of the Board of Directors 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, 2024 and approve the Company’s consolidated financial statements for the year ended December 31, 2024.

2. | Consider the report of the statutory auditor (réviseur d’entreprises agréé) on the Company’s annual accounts for the year ended December 31, 2024 and approve the Company’s annual accounts for the year ended December 31, 2024.

3. | Confirm the distribution of interim dividends approved by the Board of Directors of the Company during the year ended December 31, 2024 and approve carrying forward the result for the year ended December 31, 2024.

4. | Grant discharge (quitus) to all members of the Board of Directors of the Company who were in office during the year ended December 31, 2024, for the proper performance of their duties.

5. | Re-elect the Class I Directors of the Company and elect one new Class II Director of the Company:

| (a) | Yves Elsen, as a Class I Director until the 2028 annual general meeting of shareholders;

| (b) | Damien O’Brien, as a Class I Director until the 2028 annual general meeting of shareholders;

| (c) | Herman Troskie, as a Class I Director until the 2028 annual general meeting of shareholders; and

| (d) | Stefan Schellinger, as a Class II Director until the 2026 annual general meeting of shareholders.

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6. | Approve the aggregate amount of the directors’ remuneration for the year ending December 31, 2025.

7. | Appoint PricewaterhouseCoopers Société coopérative as statutory auditor (réviseur d’entreprises agréé) of the Company for the period ending at the 2026 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 March 31, 2025, 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. Any shareholder who holds one or more preferred share(s) on the Record Date may attend the Annual General Meeting in person or be represented by proxy, but cannot vote.

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, 2024, together with the reports of the Board of Directors of the Company and the statutory auditor are available at https://ir.ardaghmetalpackaging.com/financial-information/financial-results.

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 May 23, 2025, 11:59 p.m. EDT, on May 22, 2025, in order for such votes to be taken into account.

Sincerely,

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Herman Troskie

Chair

on behalf of the Board of Directors

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ARDAGH METAL PACKAGING S.A.

PROXY STATEMENT

ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 27, 2025

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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 2025 annual general meeting of shareholders (the “Annual General Meeting”) to be held on May 27, 2025, 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://ir.ardaghmetalpackaging.com/corporate-governance/annual-general-meeting, together with the Company’s consolidated financial statements and its annual accounts for the year ended December 31, 2024 and our Annual Report on Form 20-F for the year ended December 31, 2024 (the “Annual Report on Form 20-F”). The Proxy Statement also will 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 (which includes beneficial owners of the preferred shares of the Company (the “Preferred Shares,” and together with the Ordinary Shares, the “Shares”)) as at the Record Date (as defined below) through the delivery methods described below.

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 15, 2025, 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 March 31, 2025 (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, 2024, and our Annual Report on Form 20-F on the website referred to in the Information Notice (https://ir.ardaghmetalpackaging.com/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

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while 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 15, 2025 to all registered shareholders of our Shares as at the Record Date.

Who May Vote at the Annual General Meeting?

Only registered shareholders or street name holders of our 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, 597,699,586 Ordinary Shares were issued and outstanding and 56,306,306 Preferred Shares were issued and outstanding. Each Ordinary Share is entitled to one vote at the Annual General Meeting. The Preferred Shares have no voting rights on the items submitted to 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. As the Preferred Shares of the Company do not have any voting rights on the items submitted to the Annual General Meeting, the Preferred Shares will not be taken into account for purposes of determining whether a quorum exists. 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.

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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.

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 and 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 May 23, 2025, 11:59 p.m. EDT on May 22, 2025 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 May 23, 2025, 11:59 p.m. EDT on May 22, 2025, 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.

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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 May 23, 2025 to reserve a seat. In order to be admitted, shareholders should arrive at the Annual General Meeting check-in area no less than 15 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 May 27, 2025, at 11:30 a.m. Luxembourg time, and the Annual General Meeting will begin on May 27, 2025, 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, 2024. The management report and the statutory auditor’s reports are available on our website at https://ir.ardaghmetalpackaging.com/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 report of the Board of Directors and the report of the statutory auditor (réviseur d’entreprises agréé) on the Company’s consolidated financial statements for the year ended December 31, 2024, hereby approves the consolidated financial statements of the Company for the year ended December 31, 2024 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, 2024, hereby approves the annual accounts of the Company for the year ended December 31, 2024 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, 2024.

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, 2024, being:

| (i) | the amount of $59,763,459.40 which was distributed as an interim dividend ($0.10 per Ordinary Share) and of €5,624,999.97 which was distributed as an interim dividend (€0.0999 per Preferred Share) on March 27, 2024 (as the 2024 first quarter dividend);

| (ii) | the amount of $59,765,104.00 which was distributed as an interim dividend ($0.10 per Ordinary Share) and of €5,624,999.97 which was distributed as an

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interim dividend (€0.0999 per Preferred Share) on June 26, 2024 (as the 2024 second quarter dividend);

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| (iii) | the amount of $59,766,604.00 which was distributed as an interim dividend ($0.10 per Ordinary Share) and of €5,624,999.97 which was distributed as an interim dividend (€0.0999 per Preferred Share) on September 26, 2024 (as the 2024 third quarter dividend); and

| (iv) | the amount of $59,768,206.40 which was distributed as an interim dividend ($0.10 per Ordinary Share) and of €5,624,999.97 which was distributed as an interim dividend (€0.0999 per Preferred Share) on December 19, 2024 (as the 2024 fourth quarter dividend); and

(2) to approve carrying forward the result for the year ended December 31, 2024.

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, 2024, being (i) the amount of $59,763,459.40 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, 2024 (as a 2024 first quarter dividend), (ii) the amount of $59,765,104.00 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 June 26, 2024 (as a 2024 second quarter dividend), (iii) the amount of $59,766,604.00 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 September 26, 2024 (as a 2024 third quarter dividend), and (iv) the amount of $59,768,206.40 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 December 19, 2024 (as a 2024 fourth quarter dividend), 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, 2024 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.

PROPOSAL WITH RESPECT TO AGENDA ITEM NO. 4:

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, 2024. 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, 2024:

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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, 2024 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.

PROPOSAL WITH RESPECT TO AGENDA ITEM NO. 5:

RE-ELECTION OF CLASS I DIRECTORS OF THE COMPANY AND ELECTION OF ONE NEW CLASS II DIRECTOR OF THE COMPANY

Our Board of Directors currently consists of eight (8) directors. The articles of association of the Company (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 Yves Elsen, Damien O’Brien and Herman Troskie for re-election as Class I Directors of the Company, with each of their terms of office expiring at the annual general meeting of shareholders to be held in 2028 and Stefan Schellinger for election as a Class II Director of the Company, with his term of office expiring at the annual general meeting of shareholders to be held in 2026. All nominees other than Stefan Schellinger are presently members of the Board of Directors. John Sheehan resigned as a Class II Director on December 20, 2024.

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 AGM:

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Name |  | Age |  | Position |  | Independent
Yves Elsen | ​ | 67 | ​ | Director | ​ | ☒
Damien O’Brien | ​ | 69 | ​ | Director | ​ | ☒
Herman Troskie | ​ | 55 | ​ | Director | ​ | ​
Stefan Schellinger | ​ | 55 | ​ | Chief Financial Officer and Director | ​ | ​

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Yves Elsen is managing director and chairman of the board of directors of HITEC Luxembourg S.A., a Luxembourg-based industrial and technology company serving contractors in over 20 countries around the world. Prior to this, Mr. Elsen founded and led SATLYNX S.A., following extensive experience with listed satellite operator SES – Société Européenne des Satellites S.A. He was a member of the supervisory board of Villeroy & Boch AG from 2013 to 2019 and its chairman from 2017 to 2019. Mr. Elsen is chairman of the board of governors of the University of Luxembourg. He is an independent director and is a member of the Audit Committee and the Nominating and Governance Committee. Mr. Elsen is a citizen of the Grand Duchy of Luxembourg.

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Damien O’Brien has served as CEO of Egon Zehnder from 2008 to 2014 and as its chairman from 2010 to 2018. Mr. O’Brien joined Egon Zehnder in 1988 and since then he has been based in Australia, Asia and Europe. He is also a member of the board of St. Vincents Health Australia. He was formerly on the board of IMD Business School in Lausanne, Switzerland. He earned a B.A. in Economics from the University of New South Wales and a M.B.A. from Columbia University. Mr. O’Brien is an independent director and is the chair of the Audit Committee and a member of the Compensation Committee and the Nominating and Governance Committee. Mr. O’Brien is a citizen of Australia and the Republic of Ireland.

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Herman Troskie is the Chair of the board of directors of Ardagh Metal Packaging S.A. and has been a director of the Ardagh Group since 2009. He was previously CEO of Corporate, Legal and Tax Advisory at Stonehage Fleming, the international family office. He has extensive experience in the areas of international corporate structuring, cross-border financing and capital markets. Mr. Troskie is also a director of other private and public companies. He qualified as a South African Attorney in 1997, and as a Solicitor of the Senior Courts of England and Wales in 2001. Mr. Troskie is chair of the Compensation Committee, the Finance Committee and the Nominating and Governance Committee. He is based in Luxembourg and is a citizen of the Netherlands and South Africa.

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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.

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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 Yves Elsen, Damien O’Brien and Herman Troskie, each as a Class I Director of the Company for a term ending at the Company’s 2028 annual general meeting of shareholders and the election of Stefan Schellinger as a Class II Director of the Company for a term ending at the Company’s 2026 annual general meeting of shareholders.

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Vote Required and Recommendation of the Board of Directors

The re-election and election 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 and the election of the four directors named above to terms of office expiring at the general meetings of shareholders indicated above.

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PROPOSAL WITH RESPECT TO AGENDA ITEM NO. 6:

APPROVAL OF THE AGGREGATE AMOUNT OF THE DIRECTORS’ REMUNERATION

We have established a compensation program for our directors that are not employed by the Company or any of its affiliates (our “non-executive directors”) for their service on the Board of Directors and any of its committees. The aggregate amount of our non-executive directors’ compensation as proposed by the Board of Directors for the year ending December 31, 2025 is approximately $1,155,000.

The non-executive directors’ compensation program will allow each non-executive director the opportunity to elect to receive Ordinary Shares in lieu of a portion of the annual cash retainer payable to the non-executive director under the program. We also reimburse our non-executive 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 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 non-executive directors of the Company for the year ending December 31, 2025.

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 non-executive directors’ remuneration for the year ending December 31, 2025.

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PROPOSAL WITH RESPECT TO AGENDA ITEM NO. 7:

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 Société coopérative as approved statutory auditor (réviseur d’entreprises agréé) of the Company for the period ending at the 2026 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 Société coopérative as approved statutory auditor (réviseurs d’entreprises agréé) for the period ending at the 2026 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 eight (8) 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 on the date of this Annual General Meeting. Each of our current Class I Directors has been nominated for re-election at the Annual General Meeting, each for a term expiring at the Company’s 2028 annual general meeting of shareholders. Our current Class II Directors are Oliver Graham and Elizabeth Marcellino, with each of their terms of office expiring at the Company’s 2026 annual general meeting of shareholders. Our current Class III Directors are Abigail Blunt, Paul Coulson 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.

Assuming the re-election and election of each of the nominees proposed under item 5 of the agenda of the Annual General Meeting, our Board of Directors will consist after the Annual General Meeting of nine (9) members, with Yves Elsen, Damien O’Brien and Herman Troskie acting as Class I directors, Oliver Graham, Elizabeth Marcellino and Stefan Schellinger acting as Class II directors and Abigail Blunt, Paul Coulson and The Rt. Hon. the Lord Hammond of Runnymede acting as Class III directors.

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 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.

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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 our Board members 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, 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://ir.ardaghmetalpackaging.com/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 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;

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| ● | 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 and compensation committees.

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 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://ir.ardaghmetalpackaging.com/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.

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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 of Directors, board membership criteria and director qualifications, director responsibilities, board agenda, roles of the chair of the Board of Directors 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://ir.ardaghmetalpackaging.com/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 non-executive directors as a group, the chair of any committee of the Board of Directors or any committee of the Board 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://ir.ardaghmetalpackaging.com/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
2025 Annual General Meeting of Shareholders to be held on May 27, 2025

Information is now available regarding the 2025 annual general meeting of shareholders (the “Annual General Meeting”) at https://ir.ardaghmetalpackaging.com/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 May 23, 2025 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 March 31, 2025 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?”

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Luxembourg
April 15, 2025

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| 1UPX The Sample Company A Proposals — The Board of Directors of the Company recommends a vote FOR Proposals 1-7, including FOR all the nominees listed. 0441BG 1. Consider the reports of the Board of Directors 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, 2024 and approve the Company’s consolidated financial statements for the year ended December 31, 2024. For Against Abstain For Against Abstain 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. 2025 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 5. Re-elect the Class I Directors of the Company and elect one new Class II Director of the Company: 2. Consider the report of the statutory auditor (réviseur d’entreprises agréé) on the Company’s annual accounts for the year ended December 31, 2024 and approve the Company’s annual accounts for the year ended December 31, 2024. 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, 2024 and approve carrying forward the result for the year ended December 31, 2024. For Against Abstain 4. Grant discharge (quitus) to all members of the Board of Directors of the Company who were in office during the year ended December 31, 2024, for the proper performance of their duties. For Against Abstain a) Yves Elsen, as a Class I Director until the 2028 annual general meeting of shareholders; b) Damien O’Brien, as a Class I Director until the 2028 annual general meeting of shareholders; c) Herman Troskie, as a Class I Director until the 2028 annual general meeting of shareholders; and d) Stefan Schellinger, as a Class II Director until the 2026 annual general meeting of shareholders. 6. Approve the aggregate amount of the directors’ remuneration for the year ending December 31, 2025. 7. Appoint PricewaterhouseCoopers Société coopérative as statutory auditor (réviseur d’entreprises agréé) of the Company for the period ending at the 2026 annual general meeting of shareholders. For Against Abstain For Against Abstain MMMMMMMMMMMM MMMMMMMMM 1234 5678 9012 345 647442 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 May 23, 2025, 11:59 p.m. EDT, on May 22, 2025. 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 May 27, 2025 or any postponement(s) or adjournment(s) thereof. The undersigned, having read the Convening Notice and Proxy Statement, dated April 15, 2025, receipt of which is acknowledged hereby, does hereby appoint Herman Troskie, Yves Elsen, Oliver Graham 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 May 27, 2025 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 May 27, 2025: Information is now available regarding the 2025 Annual General Meeting of Shareholders at https://ir.ardaghmetalpackaging.com/corporate-governance/annual-general-meeting

| 1UPX The Sample Company A Proposals — The Board of Directors of the Company recommends a vote FOR Proposals 1-7, including FOR all the nominees listed. 0441CF 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. 2025 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 1. Consider the reports of the Board of Directors 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, 2024 and approve the Company’s consolidated financial statements for the year ended December 31, 2024. For Against Abstain For Against Abstain 5. Re-elect the Class I Directors of the Company and elect one new Class II Director of the Company: 2. Consider the report of the statutory auditor (réviseur d’entreprises agréé) on the Company’s annual accounts for the year ended December 31, 2024 and approve the Company’s annual accounts for the year ended December 31, 2024. 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, 2024 and approve carrying forward the result for the year ended December 31, 2024. For Against Abstain 4. Grant discharge (quitus) to all members of the Board of Directors of the Company who were in office during the year ended December 31, 2024, for the proper performance of their duties. For Against Abstain a) Yves Elsen, as a Class I Director until the 2028 annual general meeting of shareholders; b) Damien O’Brien, as a Class I Director until the 2028 annual general meeting of shareholders; c) Herman Troskie, as a Class I Director until the 2028 annual general meeting of shareholders; and d) Stefan Schellinger, as a Class II Director until the 2026 annual general meeting of shareholders. 6. Approve the aggregate amount of the directors’ remuneration for the year ending December 31, 2025. 7. Appoint PricewaterhouseCoopers Société coopérative as statutory auditor (réviseur d’entreprises agréé) of the Company for the period ending at the 2026 annual general meeting of shareholders. For Against Abstain For Against Abstain 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. MMMMMMMMMMMM MMMMMMMMM 647442 2024

| Proxy - Ardagh Metal Packaging S.A. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q 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 May 27, 2025 or any postponement(s) or adjournment(s) thereof. The undersigned, having read the Convening Notice and Proxy Statement, dated April 15, 2025, receipt of which is acknowledged hereby, does hereby appoint Herman Troskie, Yves Elsen, Oliver Graham 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 May 27, 2025 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) Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Shareholders to be held on May 27, 2025: Information is now available regarding the 2025 Annual General Meeting of Shareholders at https://ir.ardaghmetalpackaging.com/corporate-governance/annual-general-meeting