0001558370-19-005295.txt : 20190524 0001558370-19-005295.hdr.sgml : 20190524 20190524121252 ACCESSION NUMBER: 0001558370-19-005295 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190531 FILED AS OF DATE: 20190524 DATE AS OF CHANGE: 20190524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ardagh Group S.A. CENTRAL INDEX KEY: 0001689662 STANDARD INDUSTRIAL CLASSIFICATION: GLASS CONTAINERS [3221] IRS NUMBER: 000000000 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38032 FILM NUMBER: 19852804 BUSINESS ADDRESS: STREET 1: 56 RUE CHARLES MARTEL CITY: LUXEMBOURG STATE: N4 ZIP: L-2134 BUSINESS PHONE: 352 2625 8555 MAIL ADDRESS: STREET 1: 56 RUE CHARLES MARTEL CITY: LUXEMBOURG STATE: N4 ZIP: L-2134 FORMER COMPANY: FORMER CONFORMED NAME: Ardagh Finance Holdings S.A. DATE OF NAME CHANGE: 20161109 6-K 1 f6-k.htm 6-K ard_Current_Folio_6K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 6‑K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a‑16 OR 15d‑16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of May, 2019

 

Commission File Number: 001‑38032

 

 

Ardagh Group S.A.

(Name of Registrant)

 

56, rue Charles Martel

L‑2134 Luxembourg, Luxembourg

+352 26 25 85 55

 (Address of Principal Executive Offices)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20‑F or Form 40‑F.

 

Form 20‑F  ☒        Form 40‑F  ☐

 

Indicate by check mark if the registrant is submitting the Form 6‑K in paper as permitted by Regulation S-T Rule 101(b)(1): _____

 

 

Indicate by check mark if the registrant is submitting the Form 6‑K in paper as permitted by Regulation S-T Rule 101(b)(7): _____

 

 

 

 

EXHIBIT INDEX

The following exhibit is filed as part of this Form 6‑K:

 

 

 

 

Exhibit

Number

 

Description

99.1

 

Results of the 2019 Annual General Meeting of Shareholders of Ardagh Group S.A.

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Ardagh Group S.A. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:    May 24, 2019

 

 

 

 

 

Ardagh Group S.A.

 

 

 

 

 

 

 

 

 

 

By:

/s/ DAVID MATTHEWS

 

 

Name:

David Matthews

 

 

Title:

 Chief Financial Officer

 

 

 

 

EX-99.1 2 ex-99d1.htm EX-99.1 ard_Ex99_1

 

Exhibit 99.1

 

 

On May 23, 2019, Ardagh Group S.A. (the “Company”) held its 2019 Annual General Meeting of Shareholders (the “AGM”) at the Company’s registered office in Luxembourg.  At the AGM, the Company’s shareholders voted on seven proposals as set forth below, each of which is described in detail in the proxy statement filed by the Company on April 18, 2019.  Each of the seven proposals was approved at the AGM by an affirmative vote of a simple majority of the votes validly cast by the shareholders entitled to vote at the AGM.  The percentage of the number of votes cast as “for” each proposal exceeded 99%. 

 

1.

Consider the reports of the Board of Directors of the Company and the report of the statutory auditor (réviseur d’entreprises agréé) on the Company’s consolidated financial statements for the financial year ended December 31, 2018 and approve the Company’s consolidated financial statements for the financial year ended December 31, 2018.

2.

Consider the report of the statutory auditor (réviseur d’entreprises agréé) on the Company’s annual accounts for the financial year ended December 31, 2018 and approve the Company’s annual accounts for the financial year ended December 31, 2018.

3.

Confirm the distribution of dividends decided by the Board of Directors of the Company during the financial year ended December 31, 2018 and resolve to carry forward the remaining profit for the year ended December 31, 2018.

4.

Grant discharge (quitus) to all members of the Board of Directors of the Company who were in office during the financial year ended December 31, 2018 for the proper performance of their duties.

5.

Re-elect the Class II Directors of the Company:

a)Mr. Wolfgang Baertz, as Class II Director until the 2022 annual general meeting of the shareholders;

b)Mr. Brendan Dowling, as Class II Director until the 2022 annual general meeting of the shareholders;

c)Mr. Houghton Fry, as Class II Director until the 2022 annual general meeting of the shareholders; and

d)Mr. Gerald Moloney, as Class II Director until the 2022 annual general meeting of the shareholders.

6.

Approve the aggregate amount of the directors’ remuneration.

7.

Appoint PricewaterhouseCoopers Société coopérative as statutory auditor (réviseur d’entreprises agréé) of the Company for the period ending at the 2020 annual general meeting of the shareholders.