EX-99.3 4 ambp-20250415xex99d3.htm EX-99.3

Exhibit 99.3

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Ardagh Metal Packaging S.A.

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Annual Accounts for the year ended 31 December 2024

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56, rue Charles Martel

L-2134 Luxembourg, Luxembourg

R.C.S.: B 251465

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Table of Contents

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Annual Accounts of Ardagh Metal Packaging S.A.
for the year ended 31 December 2024

Directors and Other Information | 2
Audit Report | 3
Abridged Balance Sheet | 6
Abridged Profit and Loss Account | 8
Notes to the Annual Accounts | 10

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1

Directors and Other Information

Directors

Herman Troskie

Abigail Blunt

Paul Coulson

Yves Elsen

Oliver Graham

Elizabeth Marcellino

Damien O’Brien

The Rt. Hon. The Lord Hammond of Runnymede

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Registered Office

56, rue Charles Martel
L-2134 Luxembourg
Luxembourg

Registre du Commerce et des Sociétés

B 251465

Auditor

PricewaterhouseCoopers, Société coopérative

Réviseur d’Entreprises agréé

2, rue Gerhard Mercator

L-1014 Luxembourg

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Audit report

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To the Shareholders of | ​
Ardagh Metal Packaging S.A. | ​
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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 2024, 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.

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What we have audited

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The Company’s annual accounts comprise:

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| ● | the abridged balance sheet as at 31 December 2024;

| ● | 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.

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Basis for opinion

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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.

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We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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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.

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Other information

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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.

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Our opinion on the annual accounts does not cover the other information and we do not express any form of assurance conclusion thereon.

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PricewaterhouseCoopers, Société coopérative, 2 rue Gerhard Mercator, B.P. 1443, L-1014 Luxembourg T : +352 494848 1, F : +352 494848 2900, www.pwc.lu

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Cabinet de révision agréé. Expert-comptable (autorisation gouvernementale n°10028256)

R.C.S. Luxembourg B 65 477 - TVA LU25482518

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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.

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Responsibilities of the Board of Directors and those charged with governance for the annual accounts

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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.

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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.

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Those charged with governance are responsible for overseeing the Company’s financial reporting process.

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Responsibilities of the “Réviseur d’entreprises agréé” for the audit of the annual accounts

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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.

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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 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; |

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| ● | 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; |

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| ● | evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors; |

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| ● | 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; |

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| ● | 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. |

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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.

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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.

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PricewaterhouseCoopers, Société coopérative | Luxembourg, 31 March 2025
Represented by | ​
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David Schmidt | ​

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Annual Accounts Helpdesk : | ​ | RCSL Nr. : B251465 | Matricule : 2021 2200 442
Tel. | : (+352) 247 88 494 | ​ | ​ | eCDF entry date :
Email | : centralebilans@statec.etat.lu | ​ | ABRIDGED BALANCE SHEET
​ | ​ | Financial year from 01 01/01/2024 to 02 31/12/2024 (in 03 EUR )
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​ | ​ | Ardagh Metal Packaging S.A.
​ | ​ | 56, rue Charles Martel
​ | ​ | L-2134 Luxembourg
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| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
ASSETS | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
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​ | 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 |
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B. Formation expenses | 1107 | ​ | ​ | 107 | ​ | ​ | 108 |
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C. Fixed assets | 1109 | ​ | ​ | 109 | 3.000.802.638,00 | ​ | 110 | 3.694.392.382,00
I. Intangible assets | 1111 | ​ | ​ | 111 | ​ | ​ | 112 | ​
II. Tangible assets | 1125 | ​ | ​ | 125 | ​ | ​ | 126 | ​
III. Financial assets | 1135 | 3 | ​ | 135 | 3.000.802.638,00 | ​ | 136 | 3.694.392.382,00
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D. Current assets | 1151 | ​ | ​ | 151 | 15.053.080,00 | ​ | 152 | 49.330,00
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I. Stocks | 1153 | ​ | ​ | 153 | ​ | ​ | 154 | ​
II. Debtors | 1163 |  | ​ | 163 | 15.053.080,00 | ​ | 164 | 49.330,00
a) becoming due and payable within one year | 1203 | 4 | ​ | 203 | 15.053.080,00 | ​ | 204 | 49.330,00
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 |
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E. Prepayments | 1199 | ​ | ​ | 199 | 59.437,00 | ​ | 200 | 45.329,00
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TOTAL (ASSETS) | ​ | 201 | 3.015.915.155,00 | ​ | 202 | 3.694.487.041,00

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The notes in the annex form an integral part of the annual accounts

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RCSL Nr. : B251465 | Matricule : 2021 2200 442

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CAPITAL, RESERVES AND LIABILITIES | ​
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​ | Reference(s) | ​ | Current year | ​ | Previous year
A. Capital and reserves | 1301 | 5 | ​ | 301 | 2.474.051.029,00 | ​ | 302 | 3.419.825.776,00
I. Subscribed capital | 1303 | ​ | ​ | 303 | 255.976.995,00 | ​ | 304 | 255.976.345,00
II. Share premium account | 1305 | ​ | ​ | 305 | 4.614.315.696,00 | ​ | 306 | 4.856.275.017,00
III. Revaluation reserve | 1307 | ​ | ​ | 307 | ​ | ​ | 308 | ​
IV. Reserves | 1309 | ​ | ​ | 309 | -33.425.690,00 | ​ | 310 | -33.425.557,00
V. Profit or loss brought forward | 1319 | ​ | ​ | 319 | -1.416.833.370,00 | ​ | 320 | -298.307.855,00
VI. Profit or loss for the financial year | 1321 | ​ | ​ | 321 | -701.897.782,00 | ​ | 322 | -1.118.525.370,00
VII. Interim dividends | 1323 | ​ | ​ | 323 | -244.084.820,00 | ​ | 324 | -242.166.804,00
VIII. Capital investment subsidies | 1325 | ​ | ​ | 325 | ​ | ​ | 326 | ​
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B. Provisions | 1331 | ​ | ​ | 331 | ​ | ​ | 332 | ​
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C. Creditors | 1435 | 6 | ​ | 435 | 539.143.315,00 | ​ | 436 | 271.557.153,00
a) becoming due and payable within one year | 1453 |  | ​ | 453 | 282.781.090,00 | ​ | 454 | 271.557.153,00
b) becoming due and payable after more than one year | 1455 |  | ​ | 455 | 256.362.225,00 | ​ | 456 | ​
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D. Deferred income | 1403 | 7 | ​ | 403 | 2.720.811,00 | ​ | 404 | 3.104.112,00
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TOTAL (CAPITAL, RESERVES AND LIABILITIES) | ​ | 405 | 3.015.915.155,00 | ​ | 406 | 3.694.487.041,00

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​ ​ ​ ​ ​ ​ ​ ​ ​ | ​ | ​ | ​ |  | ​ | ​
Herman Troskie | ​ | ​ | ​ | ​ | Stefan Schellinger | ​
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The notes in the annex form an integral part of the annual accounts

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Annual Accounts Helpdesk : | ​ | RCSL Nr. : B251465 | Matricule : 2021 2200 442
Tel. | : (+352) 247 88 494 | ​ | ​ | eCDF entry date :
Email | : centralebilans@statec.etat.lu | ​ | ABRIDGED PROFIT AND LOSS ACCOUNT
​ | ​ | Financial year from 01 01/01/2024 to 02 31/12/2024 (in 03 EUR )
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​ | ​ | Ardagh Metal Packaging S.A.
​ | ​ | 56, rue Charles Martel
​ | ​ | L-2134 Luxembourg
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​ | Reference(s) | ​ | Current year | ​ | Previous year
1. to 5. Gross profit or loss | 1651 | 8 | ​ | 651 | 12.959.899,00 | ​ | 652 | -666.090,00
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 |

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The notes in the annex form an integral part of the annual accounts

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RCSL Nr. : B251465 | Matricule : 2021 2200 442

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​ | 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 interests | 1719 | ​ | ​ | 719 | ​ | ​ | 720 | ​
10. Income from other investments and loans forming part of the fixed assets | 1721 | ​ | ​ | 721 | ​ | ​ | 722 | ​
a) derived from affiliated undertakings | 1723 | ​ | ​ | 723 | ​ | ​ | 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 undertakings accounted for under the equity method | 1663 | ​ | ​ | 663 | ​ | ​ | 664 | ​
13. Value adjustments in respect of financial assets and of investments held as current assets | 1665 | 10 | ​ | 665 | -693.588.744,00 | ​ | 666 | -1.110.048.540,00
14. Interest payable and similar expenses | 1627 | 11 | ​ | 627 | -21.264.122,00 | ​ | 628 | -7.805.925,00
a) concerning affiliated undertakings | 1629 |  | ​ | 629 | -22.063.663,00 | ​ | 630 | -5.616.427,00
b) other interest and similar expenses | 1631 | ​ | ​ | 631 | 799.541,00 | ​ | 632 | -2.189.498,00
15. Tax on profit or loss | 1635 |  | ​ | 635 | ​ | ​ | 636 | ​
16. Profit or loss after taxation | 1667 | ​ | ​ | 667 | -701.892.967,00 | ​ | 668 | -1.118.520.555,00
17. Other taxes not shown under items 1 to 16 | 1637 | 12 | ​ | 637 | -4.815,00 | ​ | 638 | -4.815,00
18. Profit or loss for the financial year | 1669 | ​ | ​ | 669 | -701.897.782,00 | ​ | 670 | -1.118.525.370,00

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Herman Troskie | ​ | ​ | Stefan Schellinger | ​

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The notes in the annex form an integral part of the annual accounts

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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.

Approximately 76% of the issued ordinary shares and 100% of the issued preferred shares of the Company are indirectly held by Ardagh Group S.A., a company registered in Luxembourg (“Ardagh” and together with its subsidiaries other than AMPSA and its subsidiaries, the “Ardagh Group”). ARD Holdings S.A. is the ultimate parent of the Company and of Ardagh Group S.A. and prepares consolidated financial statements under IFRS. The results of the Company will also be reflected in the consolidated financial statements that ARD Holdings S.A will prepare for the year ended 31 December 2024.

Copies of the ARD 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 Board of Directors of AMPSA (the “Board”) is aware of a previously announced review of the capital structure of the Ardagh Group. The Ardagh Group’s capital structure is separate and distinct from the Group’s capital structure. For further information, refer to Note 15 – Subsequent events.

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.

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 Company 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.

The figures for the year ended 31 December 2023 pertaining to other operating expenses, have been reclassified to gross profit or loss to ensure comparability with the figures for the year ended 31 December 2024. The reclassification had no impact on the overall loss for the year of the Company.

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 2025. 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 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 fixed 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.

| (f) | Preferred shares

The preferred shares have been classified as equity because there are no contractual obligations on the Company to deliver any cash or another financial asset under the respective terms.

| (g) | Derivative financial instruments

The Company may enter into derivative financial instruments such as options, swaps, futures or foreign exchange contracts. These derivative financial instruments are initially recorded at cost.

Derivative financial instruments are fair valued based on market/valuation techniques. Unrealised gains are not recorded until they are realised and unrealised losses are recognised in profit & loss account.

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3. | Shares in Affiliated Undertakings

Shares in affiliated undertakings |  | 2024 |  | 2023
|  | €’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 |  | (1,436,124) |  | (326,075)
Impairment of shares in affiliated undertakings |  | (693,589) |  | (1,110,049)
Accumulated value adjustments –closing balance |  | (2,129,713) |  | (1,436,124)
Net book value - opening balance |  | 3,694,392 |  | 4,804,441
Net book value – closing balance |  | 3,000,803 |  | 3,694,392

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The following table provides information relating to our affiliated undertakings at 31 December 2024:

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Name |  | Registered Office |  | Ownership % | ​ | Last balance sheet date |  | Net equity |  | Loss for the year |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ’000 | ​ | ’000 | ​
Ardagh Metal Packaging Group Sarl | ​ | 56 rue Charles Martel, L-2134 Luxembourg, Luxembourg | ​ | 100% | ​ | 31/12/2023 | ​ | ​ | €3,887,272* | ​ | (€1,110,362)* | ​
Ardagh Packaging Holdings Limited | ​ | Ardagh House, South Country Business Park, Leopardstown, Dublin 18, Ireland | ​ | 6.12% | ​ | 31/12/2023 | ​ | ​ | $670,151* | ​ | ($15)* | ​

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* 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 €693,588,744 (2023: €1,110,048,540) 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.

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4. | Debtors becoming due and payable within one year

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​ |  | 2024 |  | 2023
​ | ​ | €’000 | ​ | €’000
Amounts owed by affiliated undertakings | ​ | 15,053 | ​ | -
Other receivables | ​ | - | ​ | 49
​ | ​ | 15,053 | ​ | 49

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Amounts owed by affiliated undertakings comprises of recharge income for the provision of services under a Services Agreement entered into in 2024 with the Company’s indirect subsidiary, Ardagh Metal Packaging Holdings Sarl.

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5. | Capital and reserves

Subscribed capital |  | 2024 |  | 2023
​ | ​ | €’000 | ​ | €’000
Authorised and subscribed | ​ | ​ | ​ | ​
597,699,586 ordinary shares of €0.01 each | ​ | 5,977 | ​ | 5,976
56,306,306 preferred shares of €4.44 each | ​ | 250,000 | ​ | 250,000
​ | ​ | 255,977 | ​ | 255,976

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The movements in the subscribed capital were as follows:

​ |  | Par Value |  | No. of Shares |  | Issued subscribed capital
​ | ​ | € | ​ | ​ | ​ | €’000
Ordinary shares at 1 January 2024 | ​ | 0.01 | ​ | 597,634,594 | ​ | 5,976
Share Capital subscriptions | ​ | 0.01 | ​ | 64,992 | ​ | 1
Ordinary shares at 31 December 2024 | ​ | - | ​ | 597,699,586 | ​ | 5,977
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Preferred shares at 1 January 2024 | ​ | 4.44 | ​ | 56,306,306 | ​ | 250,000
Preferred shares issued | ​ | ​ | ​ | - | ​ | -
Preferred shares at 31 December 2024 | ​ | - | ​ | 56,306,306 | ​ | 250,000

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The movements in the reserve accounts are as follows:

​ |  | Subscribed capital (i) |  | Share premium account |  | ​ Legal reserve |  | ​ Other reserves (ii) |  | Profit or (loss) brought forward |  | Profit or loss for the year |  | Interim Dividends (iii)
​ | ​ | €’000 | ​ | €’000 | ​ | €’000 | ​ | €’000 | ​ | €’000 | ​ | €’000 | ​ | €’000
At 1 January 2024 | ​ | 255,976 | ​ | 4,856,275 | ​ | 603 | ​ | (34,029) | ​ | (298,308) | ​ | (1,118,525) | ​ | (242,167)
Allocation of loss from previous year | ​ | - | ​ | - | ​ | - | ​ | - | ​ | (1,118,525) | ​ | 1,118,525 | ​ | -
Allocation of dividends paid from previous year | ​ | - | ​ | (242,167) | ​ | - | ​ | - | ​ | - | ​ | - | ​ | 242,167
Share premium issuance | ​ | - | ​ | 208 | ​ | - | ​ | - | ​ | - | ​ | - | ​ | -
Share issuance | ​ | 1 | ​ | - | ​ | - | ​ | - | ​ | - | ​ | - | ​ | -
Loss for the year | ​ | - | ​ | - | ​ | - | ​ | - | ​ | - | ​ | (701,898) | ​ | -
Interim dividends | ​ | - | ​ | - | ​ | - | ​ | - | ​ | - | ​ | - | ​ | (244,085)
At 31 December 2024 | ​ | 255,977 | ​ | 4,614,316 | ​ | 603 | ​ | (34,029) | ​ | (1,416,833) | ​ | (701,898) | ​ | (244,085)

​

(i) Includes the issuance, in 2022, of 56,306,306 non-convertible voting 9% cumulative preferred shares of nominal value of €4.44 per preferred share for €250 million. The preferred shares are held by Ardagh Investments Sarl.

(ii) In 2022, the Company repurchased and cancelled a total of 5,768,638 ordinary shares, returning €34 million to shareholders.

(iii) On 20 February 2024, the Board approved an interim dividend of $0.10 per ordinary share. The interim dividend of €55.4 million ($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 €5.6 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 €56.0 million ($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 €5.6 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 €55.0 million ($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

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dividend on the annual 9% dividend of the preferred shares. The interim dividend of €5.6 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 €55.2 million ($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 €5.6 million ($6 million) was paid on 19 December 2024.

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

​ |  |  |  |
​ |  | 2024 |  | 2023
Becoming due and payable within one year: | ​ | €’000 | ​ | €’000
Amounts payable to affiliated undertakings | ​ | 282,235 | ​ | 271,171
Other creditors | ​ | 546 | ​ | 386
​ | ​ | ​ | ​ | ​
Becoming due and payable after one year: | ​ |  | ​ |
Amounts payable to affiliated undertakings | ​ | 256,362 | ​ | -
​ | ​ | 539,143 | ​ | 271,557

​

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 5.2% and 6.3% on the U.S. dollar loan.

Amounts owed to affiliated undertakings becoming due and payable after one year relate to a term loan agreement entered into during the year by the Company with Ardagh Metal Packaging Treasury Limited. This loan of €256 million is denominated in euro. Interest is calculated on the basis of a 360-day year and the actual days elapsed. The term loan is set to mature in September 2029 and has an average variable interest rate of 9.3%.

7. Deferred income

​

​ |  |  |  |
​ |  | 2024 |  | 2023
​ | ​ | €’000 | ​ | €’000
Deferred income | ​ | 2,721 | ​ | 3,104

​

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

​ | ​ |  | ​ |
​ | ​ | 2024 | ​ | 2023
​ | ​ | €’000 | ​ | €’000
Other operating income |  | 15,173 |  | 968
Other external expenses | ​ | (2,213) | ​ | (1,634)
​ | ​ | 12,960 | ​ | (666)

​

Other operating income in 2024 comprises of recharge income for the provision of services under a Services Agreement entered into in 2024 with the Company’s indirect subsidiary, Ardagh Metal Packaging Holdings Sarl. The 2023 income reflects a one-off credit of previously incurred costs.

Other external expenses relate to direct and indirect costs and expenses for the operations of the Company.

​

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9. Staff costs

The company has no employees.

10. Value adjustments in respect of financial assets and of investments held as current assets

​ |  |  |  |
​ |  | 2024 |  | 2023
​ | ​ | €’000 | ​ | €’000
Impairment of shares in affiliated undertakings | ​ | (693,589) | ​ | (1,110,049)

​

Management has assessed the recoverable amounts of the shares in affiliated undertakings against the respective carrying values and concluded that an impairment charge of €693,588,744 (2023: €1,110,048,540) should be recognised.

11. Interest payable and similar expenses

​ |  |  |  |
​ |  | 2024 |  | 2023
​ | ​ | €’000 | ​ | €’000
Interest concerning affiliated undertakings | ​ | (22,064) | ​ | (5,616)
Foreign currency translation gains/(losses) | ​ | 800 | ​ | (2,189)
​ | ​ | (21,264) | ​ | (7,805)

​

Interest concerning affiliated undertakings reflected interest expense on amounts owed to Ardagh Metal Packaging Treasury Limited on its working capital loan and term loan referred to in Note 6 – Creditors.

12. Taxes

The Company is subject in Luxembourg to the applicable general tax regulations.

​ | ​ |  | ​ |
​ | ​ | 2024 | ​ | 2023
​ | ​ | €’000 | ​ | €’000
Tax expense for the financial year |  | (5) |  | (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 €1,455,938,816 as per the last filed tax return for the year end 31 December 2023 and estimates approximately €684,433,686 of additional tax losses for the year end 31 December 2024, which could lead to a potential deferred tax asset of €510,906,916 at a tax rate of 23.87%.

Regarding the aforementioned losses that have been generated as from tax year 2021 (€2,140,372,502), that amount can be carried forward for the seventeen years following the tax year in which the losses arose.

The Company has €2,616,427 exceeding borrowing costs under the Luxembourg interest limitation rules per the last filed tax return for the year end 31 December 2023 and estimates €17,831,977 of additional exceeding borrowing costs for the year end 31 December 2024. This could lead to a potential deferred tax asset of €4,881,034 at a tax rate of 23.87%.

Those amounts can be carried forward indefinitely.

13. Commitments and contingencies

The Company has guaranteed certain liabilities of a number of its subsidiaries for the year ended 31 December 2024 including 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.

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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

Ardagh Metal Packaging Finance plc

Ardagh Metal Packaging Treasury 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 over a five-year period. There have been no triggering events in relation to the warrants and as a result these have been treated as off-balance sheet items.

​

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14. 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.

On 8 July 2022, the Company issued 56,306,306 non-convertible, non-voting 9% cumulative preferred shares of nominal value of €4.44 per preferred share for €250 million. The preferred shares are held by Ardagh Investments Sarl. The preferred shares are perpetual instruments with no fixed term and are only redeemable at the sole discretion of the Company.

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 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 2024, the Services Agreement automatically renewed for an additional one-year term, with the fees for the services provided computed based on the fully allocated cost of 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.

15. | Subsequent events

On 25 February 2025, the Board approved an interim dividend of $0.10 per ordinary share. The interim dividend of €55 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 11 March 2025, the Company announced that Ardagh, the Company’s controlling shareholder which indirectly owns approximately 76% of the Company's outstanding ordinary shares and 100% of the Company's outstanding preferred shares, has been engaging in discussions with certain holders of its Senior Secured Notes ("SSNs") and Senior Unsecured Notes ("SUNs") who comprise two separate ad hoc groups of the Ardagh Group’s debt with one group owning a majority of the SUNs ("SUN Group") and another group owning a majority of the SSNs ("SSN Group").

The Ardagh Group continues to engage in constructive discussions with the SUN Group and the SSN Group with a view to agreeing and executing a consensual restructuring transaction that addresses upcoming maturities and establishes a sustainable capital structure for the Ardagh Group.

Discussions with both the SSN Group and the SUN Group have contemplated a potential divestment of Ardagh’s indirect equity interests in the Company to a new special purpose holding structure held (wholly or majority) by the existing indirect shareholders of Ardagh.

On 11 March 2025, certain holders of the Ardagh Group’s 4.750% Senior Notes due 2027 issued proceedings against certain members of the Ardagh Group, other than the Company and its subsidiaries, challenging certain historical transactions of the Ardagh Group, as well as the indicative terms of a potential, not agreed, recapitalisation transaction that had been discussed with certain of the Ardagh Group’s noteholders. The Ardagh Group strongly believes that the complaint is without merit and intends to vigorously defend against the proceedings.

There have been no other significant events between the balance sheet date and the date of approval of the annual accounts.

16. | Approval of annual accounts

The annual accounts were approved on 31 March 2025.

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