Ardagh Group S.A. (formerly known as Ardagh Finance Holdings S.A.) Audited Annual Accounts for the year ended 31 December 2017

56, rue Charles Martel L-2134 Luxembourg, Luxembourg R.C.S.Luxembourg: B160804 Share Capital: EUR 21,955,981.29

1 Ardagh Group S.A.

Table of Contents

Audited Annual Accounts of Ardagh Group S.A. (formerly known as Ardagh Finance Holdings S.A.) for the year ended 31 December 2017 Directors and Other Information ....................................................................................................................................... 2 Audit Report 3 Balance Sheet .................................................................................................................................................................. 6

Profit and Loss Account ................................................................................................................................................... 8 Notes to the Audited Annual Accounts ............................................................................................................................. 9

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Directors and Other Information Directors

Paul Coulson

Wolfgang Baertz Brendan Dowling Houghton Fry Johan Gorter David Matthews Gerald Moloney Damien O’Brien Herman Troskie David Wall Edward White Registered Office

56, rue Charles Martel L-2134 Luxembourg Luxembourg Registre du Commerce et des Sociétés

B160804 Auditors

PricewaterhouseCoopers, Société coopérative Réviseur d’Entreprises agréé 2, rue Gerhard Mercator L-1014 Luxembourg

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Audit report

To the Shareholders of Ardagh Group S.A. (formerly known as Ardagh Finance Holdings S.A.)

Our opinion

In our opinion, the accompanying annual accounts give a true and fair view of the financial position of Ardagh Group S.A. (the “Company”) as at 31 December 2017, 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 balance sheet as at 31 December 2017;

• the 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 those Law and standards 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 Ethics Standards Board for Accountants’ Code of Ethics for Professional 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.

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

4 Ardagh Group S.A.

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;

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.

PricewaterhouseCoopers, Société coopérative Represented by

Luxembourg, 12 April 2018

Mervyn R. Martins

5 Ardagh Group S.A.

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Balance Sheet As at 31 December 2017

Note 2017 2016

€’000 €’000

ASSETS

C. FIXED ASSETS

Financial assets

Shares in affiliated undertakings 3 1,809,026 1,509,638

D. CURRENT ASSETS

Debtors

Amounts owed by affiliated undertakings becoming due and payable within one year

4 9,631 -

Other debtors becoming due and payable within one year - 2,175

Cash at bank and in hand 1,126 102

10,757 2,277

TOTAL (ASSETS) 1,819,783 1,511,915

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Balance Sheet As at 31 December 2017

Note 2017 2016

€’000 €’000

CAPITAL, RESERVES AND LIABILITIES

A. Capital and reserves

5

Subscribed capital 21,956 111

Share premium account 1,521,342 837,310

Reserves

Legal reserve 2,177 10

Profit or loss brought forward 267,010 1,394

Profit or loss for the financial year 5 147,921 267,783

Interim dividends 5 (148,371) (270,000)

1,812,035 836,608

C. Creditors

Amounts owed to affiliated undertakings

- becoming due and payable within one year 6 3,886 -

- becoming due and payable after more than one year 6 - 672,781

Other creditors

- tax authorities 379 512

- other creditors - becoming due and payable within one year 7 3,483 2,014

7,748 675,307

TOTAL (CAPITAL, RESERVES AND LIABILITIES) 1,819,783 1,511,915

H. Troskie W. Baertz 12 April 2018

The accompanying notes form an integral part of these annual accounts

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Profit and Loss Account

For the year ended 31 December 2017

2017 2016

Note €’000 €’000

PROFIT AND LOSS ACCOUNT

6. Staff Costs 8 (77) -

8. Other operating expenses 9 (1,371) (71)

11. Other interest receivable and similar income 10

- derived from affiliated undertakings 150,350 379,661

14. Interest payable and similar expenses

- other interest and similar expenses 11 (930) (111,531)

15. Tax on profit or loss 12 (51) (276)

16. Profit or loss after taxation 147,921 267,783

17. Other taxes not shown under items 1 to 16 - -

18. Profit or loss for the financial year 147,921 267,783

H. Troskie W. Baertz 12 April 2018

The accompanying notes form an integral part of these annual accounts

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Notes to the Audited Annual Accounts

1. General information Ardagh Group S.A., hereafter the “Company”, is the holding company for the Ardagh group of companies. The Company is established for an unlimited period of time. It changed its name on 22 February 2017 from Ardagh Finance Holdings S.A. into its current name. ARD Holdings S.A. is the ultimate parent company of the Company and prepares consolidates financial statements. 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 2017. 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. On 20 March 2017, the Company closed its initial public offering (“IPO”) of 18,630,000 Class A common shares on the New York Stock Exchange. The Company prepares consolidated financial statements which are published in accordance with the provisions of the New York Stock Exchange and Luxembourg law.

2. Summary of significant accounting policies 2.1 Basis of preparation The annual accounts are prepared in conformity with the Luxembourg legal and regulatory requirements under the historical cost convention. The accounting policies and valuation rules are, apart from those enforced by the amended Law of 19 December 2002, determined and implemented by the Board of Directors. The preparation of annual accounts requires the use of certain critical accounting estimates. It also requires the Board of Directors 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 of Directors believe 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. 2.2 Significant accounting policies The main valuation rules applied by the Company are the following:

(a) Financial assets Shares in affiliated undertakings 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 of Directors, 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

Transaction expressed in currencies other than Euro (€) are translated into Euro (€) at the exchange rate effective at the time of the transaction. Cash at bank 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. 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.

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(d) Provision for taxation Provision for taxation corresponding to the tax liability estimated by the Company for the financial years/periods for which the tax return has not yet been filed are recorded under the caption “Other creditors – tax authorities”

(e) Debt and Amounts owed to affiliated undertaking

Debts and Amounts owed to affiliated undertaking 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.

3. Financial assets Shares in affiliated undertakings

Name Registered office Ownership %

Last balance sheet date

Net equity €’000*

Audited

Profit for the year €’000*

Audited Ardagh Packaging Ltd.

Ardagh House Leopardstown Dublin 18, Ireland

100% 31/12/2017 1,003 (550,911)

* These relate to the stand alone accounts of Ardagh Packaging Group Limited.

Movement in investment in affiliated undertakings €’000

At 1 January 2017 1,509,638

Capital Contribution to affiliated undertakings 299,388

At 31 December 2017 1,809,026

During the year, the Company made a capital contribution to Ardagh Packaging Group Limited of €299,388,842 (2016: €1,109,637,509).

4. Amounts owed by affiliated undertakings becoming due and payable within one year

2017 €’000

2016 €’000

Affiliated undertakings 9,631

-

Included within this amount is a deposit held with Ardagh Treasury Limited in the amount of €9,615,562 being interest free and repayable on demand.

5. Capital and reserves Subscribed capital

2017 €’000

2016 €’000

Authorised and Issued

18,635,263 (2016: 11,111,200) ordinary shares class A of €0.01 each 186 111

217,696,000 (2016: 0) ordinary shares class B of €0.10 each 21,770 -

21,956 111

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The movements in the subscribed capital were as follows:

Par Value

€

No. of Class

Shares €’000

At 1 January 2017 0.01 11,111,200 111

Ordinary Share Cancelation 0.01 (11,111,200) (111)

Share Capital issuance - Class A Shares 0.01 18,635,263 186

Share Capital issuance - Class B Shares 0.10 217,696,000 21,770

At 31 December 2017 236,331,263 21,956

The movements in the reserve accounts are as follows:

Share premium account

Legal reserve

Profit or loss

brought forward

Profit or loss for the

year

€’000 €’000 €’000 €’000

At 1 January 2016 399,921 10 353 1,041

Allocation of profit or loss from previous year - - 1,041 (1,041)

Share premium issuance 5,989 - - -

Share premium subtotal 405,910 -

Capital contribution without issuance of shares 431,400 - - -

Profit or loss for the year - - - 267,783

At 31 December 2016 837,310 10 1,394 267,783

Allocation of profit or loss from previous year - - 267,783 (267,783)

Allocation of share premium to the reserves (270,000) 270,000

Interim Dividend paid allocated to reserves (270,000)

Allocation to Legal Reserve 2,167 (2,167)

Share premium issuance 954,032 - - -

Share premium subtotal 1,521,342 -

Profit or loss for the year - - - 147,921

At 31 December 2017 1,521,342 2,177 267,010 147,921

In March 2017, the Company completed a reorganization of its capital structure. The authorized share capital of the Company was set at €55 million, divided into 1 billion Class A common shares at a par value of €0.01 and 450 million Class B common shares at a par value of €0.10 per share. The 11,111,200 outstanding ordinary shares of the Company were cancelled and the existing shareholders were issued, on a pro rata basis, 1,111,120 Class B common shares with an equivalent total par value to the cancelled shares. In addition, the Company converted its €673 million related party loan payable to ARD Group Finance Holdings S.A. (a subsidiary of its intermediate parent and a shareholder of the Company), into 86,154 Class B common shares, and issued 216,498,726 Class B common shares on a pro rata basis to existing shareholders, for no additional consideration. The par value was satisfied by a reallocation of existing share premium. Consequently, there was a total of 217.7m Class B common shares in issue prior to the Company’s IPO. On 20 March 2017, the Company closed its IPO of 18.6m Class A common shares on the New York Stock Exchange. The net proceeds of the IPO were €303 million, after deducting underwriting discounts of €20 million and estimated directly attributable transaction costs of €10 million. On 1 March 2017, the Company declared and paid a dividend of €63.6 million to its parent company.

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On 27 April 2017, the Company declared a cash dividend of $0.14 per common share. The dividend of €29 million was paid on May 31, 2017 to shareholders of record on 17 May 2017. On 26 July 2017, the Company declared a cash dividend of $0.14 per common share. The dividend of €28 million was paid on 31 August 2017 to the shareholders of record on 17 August 2017.

On 25 October 2017, the Company declared a cash dividend of $0.14 per common share. The dividend of €28 million was paid on 30 November 2017 to the shareholders of record on 16 November 2017. Legal reserve Under Luxembourg law, the Company is required to allocate a minimum of 5% of its annual net income to a legal reserve, until this reserve equals 10% of the subscribed share capital. This reserve is not available for distribution.

6. Amounts owed to affiliated undertakings

becoming due and payable within one year

2017 €’000

2016 €’000

Affiliated undertakings 3,886

-

becoming due and payable after one year

2017 €’000

2016 €’000

Affiliated undertakings -

672,781

Included within this amount in 2016 was a convertible note with ARD Group Finance Holdings S.A., issued on 16 September 2016 in the amount €672,587,285 being interest bearing with a maturity date of 16 September 2076. This note was converted into equity on 6 March 2017.

7. Other creditors

becoming due and payable within one year

2017 €’000

2016 €’000

Other creditors 3,483

2,014

8. Staff Costs The Company has one employee (2016: nil).

9. Other operating expenses

2017 €’000

2016 €’000

Other operating expenses

1,371 71

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10. Other interest receivable and similar income Derived from affiliated undertakings

2017 €’000

2016 €’000

Ardagh Packaging Group Limited

150,350 379,661

Income derived from affiliated undertakings relates to dividend income. Please refer to note 3. In 2016, the amounts also included interest income and discount on the 2019 Mirror PIK loan. This loan and related interest was repaid by the affiliated undertaking in September 2017

11. Interest payable and similar expenses

Other interest and similar expenses

2017

€’000 2016

€’000

Interest on debenture loans

- 64,495

Interest derived from affiliated undertaking

- 3

Foreign currency translation losses

913 33

Other interest

17 47,000

930 111,531

In 2016, the other interest included a charge of €46,989,136 which relates to the early redemption cost on the repayment of the 2019 Senior PIK Notes (€44,560,898) and the unamortised discount written off on the 2019 Senior PIK Notes (€2,419,838).

12. Taxes on profit or loss The Company is subject in Luxembourg to the applicable general tax regulations.

2017 €’000

2016 €’000

Tax expense for the financial year 51 273

13. Commitments and contingencies There were no commitments at 31 December 2017 (2016: nil).

14. Related party transactions Except for the interest receivable from affiliated entities, and investments in and loans to affiliated entities as disclosed in notes 3, 4, 6, 10 and 11, there were no related party transactions during the year ended 31 December 2017.

15. Subsequent events On 8 February 2018, the Company declared a dividend of $0.14 per common share, payable on 13 March 2018 to shareholders of record on 27 February 2018.

16. Approval of annual accounts The Board of Directors approved these annual accounts on 12 April 2018.