Form: 6-K

Report of foreign issuer [Rules 13a-16 and 15d-16]

April 15, 2025

Exhibit 99.3

Graphic

Ardagh Metal Packaging S.A.

Annual Accounts for the year ended 31 December 2024

56, rue Charles Martel

L-2134 Luxembourg, Luxembourg

R.C.S.: B 251465


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Table of Contents

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

1


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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

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

2


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Audit report

To the Shareholders of

Ardagh Metal Packaging S.A.

Our opinion

In our opinion, the accompanying annual accounts give a true and fair view of the financial position of Ardagh Metal Packaging S.A. (the “Company”) as at 31 December 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.

What we have audited

The Company’s annual accounts comprise:

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.

Basis for opinion

We conducted our audit in accordance with the Law of 23 July 2016 on the audit profession (Law of 23 July 2016) and with International Standards on Auditing (ISAs) as adopted for Luxembourg by the “Commission de Surveillance du Secteur Financier” (CSSF). Our responsibilities under the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the “Responsibilities of the “Réviseur d’entreprises agréé” for the audit of the annual accounts” section of our report.

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

We are independent of the Company in accordance with the International Code of Ethics for Professional Accountants, including International Independence Standards, issued by the International Ethics Standards Board for Accountants (IESBA Code) as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the annual accounts. We have fulfilled our other ethical responsibilities under those ethical requirements.

Other information

The Board of Directors is responsible for the other information. The other information comprises the information stated in the “Directors and other information” but does not include the annual accounts and our audit report thereon.

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

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

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.

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

The Board of Directors is responsible for the preparation and fair presentation of the annual accounts in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the annual accounts, and for such internal control as the Board of Directors determines is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error.

In preparing the annual accounts, the Board of Directors is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

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

The objectives of our audit are to obtain reasonable assurance about whether the annual accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an audit report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual accounts.

As part of an audit in accordance with the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

identify and assess the risks of material misstatement of the annual accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control;

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

4


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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;

evaluate the overall presentation, structure and content of the annual accounts, including the disclosures, and whether the annual accounts represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate to them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

PricewaterhouseCoopers, Société coopérative

Luxembourg, 31 March 2025

Represented by

David Schmidt

5


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    )

Ardagh Metal Packaging S.A.

56, rue Charles Martel

L-2134 Luxembourg

ASSETS

Reference(s)

Current year

Previous year

A.
Subscribed capital unpaid

1101

101

102

I.
Subscribed capital not called

1103

103

104

II.
Subscribed capital called but unpaid

1105

105

106

B.
Formation expenses

1107

107

108

C.
Fixed assets

1109

109

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

D.
Current assets

1151

151

15.053.080,00

152

49.330,00

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

E.
Prepayments

1199

199

59.437,00

200

45.329,00

TOTAL (ASSETS)

201

3.015.915.155,00

202

3.694.487.041,00

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


RCSL Nr. : B251465

Matricule : 2021 2200 442

CAPITAL, RESERVES AND LIABILITIES

Reference(s)

Current year

Previous year

A.

Capital and reserves

1301

5

301

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

B.

Provisions

1331

331

332

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

D.

Deferred income

1403

7

403

2.720.811,00

404

3.104.112,00

TOTAL (CAPITAL, RESERVES AND LIABILITIES)

405

3.015.915.155,00

406

3.694.487.041,00

    

Herman Troskie

Stefan Schellinger

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


Annual Accounts Helpdesk :

RCSL Nr. : B251465

Matricule : 2021 2200 442

Tel.

: (+352) 247 88 494

eCDF entry date :

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     )

Ardagh Metal Packaging S.A.

56, rue Charles Martel

L-2134 Luxembourg

Reference(s)

Current year

Previous year

1.

to 5. Gross profit or loss

1651

8

651

12.959.899,00

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

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


RCSL Nr. : B251465

Matricule : 2021 2200 442

Reference(s)

Current year

Previous year

9.Income from participating interests

1715

715

716

a) derived from affiliated undertakings

1717

717

718

b) other income from participating
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

    

Herman Troskie

Stefan Schellinger

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

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

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)*

* 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.

4.

Debtors becoming due and payable within one year

    

2024

    

2023

€’000

€’000

Amounts owed by affiliated undertakings

15,053

-

Other receivables

-

49

15,053

49

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.

12


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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

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

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

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

13


Graphic

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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