Ardagh Glass Finance plc - Irish Stock Exchange

• there not having been a prior inconsistent decision of an English court between the same
parties; and
• the English enforcement proceedings being commenced within six years from the date of the
U.S. judgment.
Subject to the foregoing, investors may be able to enforce in England judgments in civil and
commercial matters that have been obtained from U.S. federal or state courts. However, we cannot
assure you that those judgments will be recognized or enforceable in England. In addition, it is
questionable whether an English court would accept jurisdiction and impose civil liability if the original
action was commenced in England, instead of the United States, and predicated solely upon U.S.
federal securities laws.
We have been advised by our Polish counsel, Wiercinski, Kwiecinski, Baehr sp.k. (‘‘WKB’’), that in
Poland enforceability of judgments of foreign courts subject to enforcement (which generally represent
judgments for the payment of money or specific performance) may be applied for: (i) under the
provisions of respective EU laws if the judgment was issued in a member state of the European Union,
or (ii) under international agreements, if a relevant bilateral/multilateral treaty provides for such
enforcement or (iii) on the basis of the rules of the Polish Code of Civil Procedure if none of the
above two options applies. We have been advised by our Polish counsel, WKB, that there is no treaty
between the United States and Poland providing for the reciprocal recognition and enforcement of
judgments (other than arbitration awards) rendered in civil and commercial matters. Therefore, in such
a case, the rules of the Polish Code of Civil Procedure shall apply. Under that procedure, any final and
conclusive judgment against given Subsidiary Guarantor with its registered office in Poland obtained in
a court of the United States and arising out of or in relation to the obligations of the Subsidiary
Guarantor under the Guarantee, would be recognizable and enforceable in Poland, provided that:
(i) given judgment is valid, final, conclusive and (if applicable) enforceable under the relevant
laws of the United States;
(ii) given case was not subject to the sole jurisdiction of the Polish courts in accordance with the
laws of Poland or with any International Agreements that Poland is a party to;
(iii) given party was not deprived of the ability to defend itself;
(iv) relevant proceedings were not commenced before a Polish court competent to hear such a
case between given parties prior to such proceedings being commenced in the U.S.;
(v) the judgment is not contrary to previously issued valid, final and conclusive judgment of Polish
court, or of a previously issued judgment of a court of a foreign state if such judgment
satisfies the conditions for being recognised in the Republic of Poland; and
(vi) the judgment is not contrary to basic principles of the legal order of the Republic of Poland.
Enforceability of any final and conclusive judgment against given Subsidiary Guarantor with its
registered office in Poland obtained in a court of the United States and arising out of or in relation to
the obligations of the Subsidiary Guarantor under the Guarantee, further requires that a Polish court
issues a decision confirming that given judgment of the U.S. court is enforceable (which decision will
be issued provided that given judgment is enforceable in the U.S. and all the conditions referred to
under sections (i) through to (vi) above are met).
We have been advised by our Swedish counsel, Advokatfirman Vinge KB, that a judgment entered
against the Issuer, the Parent Guarantor, or any Subsidiary Guarantor in the courts of a state which is
not, under the terms of the Brussels Regulation (the Council Regulation (EC) No. 44/2001 of
December 22, 2000 on jurisdiction and the recognition and enforcement of judgments in civil and
commercial matters) or the Lugano Conventions (1988 and 2007 Lugano Conventions on the
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