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Ardagh Glass Finance plc - Irish Stock Exchange

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Reports to Holders<br />

So long as any Notes are outstanding, the Issuer or the Parent Guarantor will furnish to the<br />

Trustee (who, at the Issuer’s or the Parent Guarantor’s expense, will furnish by mail to holders of the<br />

Notes):<br />

(a) within 120 days following the end of each of the Parent Guarantor’s fiscal years, an annual<br />

report containing substantially the same information as would be required to be contained in<br />

an annual report filed with the Commission on Form 20-F (as in effect on the date of the<br />

Indenture) other than (i) the information required: under Item 3.A of Form 20-F entitled<br />

‘‘Selected Financial Data’’; Item 8 of Form 20-F entitled ‘‘Financial Information’’; Item 9.A.4<br />

of Form 20-F entitled ‘‘Offer and Listing Details’’ regarding the price history of the Parent<br />

Guarantor’s securities; Item 10 of Form 20-F entitled ‘‘Additional Information’’ regarding the<br />

Parent Guarantor’s share capital, constitutional documents and any material contracts to which<br />

the Parent Guarantor or the Restricted Subsidiaries are party other than contracts entered<br />

into in ordinary course of business; Item 15 of Form 20-F entitled ‘‘Controls and Procedures’’<br />

regarding internal disclosure controls and procedures; and Items 17 and 18 entitled ‘‘Financial<br />

Statements’’; but including (ii) annual audited balance sheets, statements of income,<br />

statements of shareholders equity, and statements of cash flows (with notes thereto) for<br />

(x) the Parent Guarantor and its Subsidiaries on a consolidated basis and (y) the Parent<br />

Guarantor and the Restricted Subsidiaries on a consolidated basis, in each case for the year<br />

then ended and the prior fiscal year and prepared in accordance with GAAP, which need not,<br />

however, contain any reconciliation to U.S. GAAP or otherwise comply with Regulation S-X<br />

of the Commission;<br />

(b) within 60 days following the end of the first three fiscal quarters in each of the Parent<br />

Guarantor’s fiscal years, quarterly reports containing unaudited balance sheets, statements of<br />

income, statements of shareholders equity and statements of cash flows for (i) the Parent<br />

Guarantor and its Subsidiaries on a consolidated basis and (ii) the Parent Guarantor and the<br />

Restricted Subsidiaries on a consolidated basis, in each case for the quarterly period then<br />

ended and the corresponding quarterly period in the prior fiscal year and prepared in<br />

accordance with GAAP, which need not, however, contain any reconciliation to U.S. GAAP or<br />

otherwise comply with Regulation S-X of the Commission, together with an operating and<br />

financial review for such quarterly period and condensed footnote disclosure; and<br />

(c) promptly from time to time after the occurrence of an event required to be reported therein,<br />

such other reports containing substantially the same information required to be contained in<br />

Form 6-K (or any successor form) of the Commission.<br />

In addition, the Issuer or the Parent Guarantor shall furnish to the holders of the Notes and to<br />

prospective investors, upon the requests of such holders, any information required to be delivered<br />

pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable<br />

under the <strong>Exchange</strong> Act by Persons who are not ‘‘affiliates’’ under the Securities Act.<br />

The Issuer or the Parent Guarantor will also make available copies of all reports furnished to the<br />

Trustee (a) on the Parent Guarantor’s website; and (b) through the newswire service of Bloomberg, or,<br />

if Bloomberg does not then operate, any similar agency.<br />

Consolidation, Merger and Sale of Assets<br />

The Parent Guarantor will not, in a single transaction or through a series of transactions,<br />

consolidate or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise<br />

dispose of, or take any action pursuant to any resolution passed by the Parent Guarantor’s board of<br />

directors or shareholders with respect to a demerger or division pursuant to which the Parent<br />

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