6JUN200719055495 $550,000,000 Rexam PLC (incorporated with limited liability in England and Wales with registered number 191285) $550,000,000 6.75% Senior Notes Due 2013 The senior notes due 2013 (the Notes) of Rexam PLC (the Issuer) will bear interest at a rate of 6.75% per year. Interest on the Notes is payable on June 1 and December 1 of each year, commencing on December 1, 2008 until June 1, 2013 (the Maturity Date). The Issuer may redeem the Notes in whole or in part at any time at the redemption prices specified herein. See ‘‘Description of the Notes— Optional Redemption’’. For a more detailed description of the Notes, see ‘‘Description of the Notes’’. Investing in the Notes involves risks. For a discussion of these risks, see ‘‘Risk Factors’’ beginning on page 12. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or any state or other securities laws, and the Notes are being offered only to ‘‘qualified institutional buyers’’ (as defined in Rule 144A under the Securities Act (Rule 144A)) (QIBs) under Rule 144A and outside the United States under Regulation S of the Securities Act (Regulation S). Prospective purchasers that are QIBs are hereby notified that the seller of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of certain restrictions on transfer of the Notes, see ‘‘Transfer Restrictions’’. Price for the Notes: 99.563% plus accrued interest, if any, from June 4, 2008 The Initial Purchasers expect to deliver the Notes to purchasers in book-entry form through the facilities of The Depository Trust Company (DTC), Clearstream Banking, soci´et´e anonyme (Clearstream, Luxembourg) and Euroclear Bank S.A./N.V. (Euroclear) on or about June 4, 2008. Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the U.K. Listing Authority) for the Notes described in this Offering Memorandum to be admitted to the official list of the U.K. Listing Authority (the Official List) and to the London Stock Exchange plc (the London Stock Exchange) for the Notes to be admitted to trading on the London Stock Exchange’s Regulated Market. References in this Offering Memorandum to Notes being listed (and all related references) shall mean that the Notes have been admitted to trading on the London Stock Exchange’s Regulated Market and have been admitted to the Official List. The London Stock Exchange’s Regulated Market is a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive). Joint Book-Running Managers Barclays Capital Citi RBS Greenwich Capital May 29, 2008 This Offering Memorandum comprises a prospectus for the purpose of Article 5.3 of Directive 2003/71/EC (the Prospectus Directive) and for the purpose of giving information with regard to the Issuer and the Issuer and its subsidiaries taken as a whole (the Group) and the Notes which, according to the particular nature of the Issuer and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer. This Offering Memorandum has been prepared by the Issuer solely for use in connection with the offering of the Notes described in this Offering Memorandum, and you are authorised to use this Offering Memorandum solely for the purpose of considering the purchase of the Notes. You should rely only on the information contained in this Offering Memorandum. The Issuer has not authorised anyone to provide you with different information. You should not assume that the information contained in this Offering Memorandum is accurate as at any date other than the date on the front of this Offering Memorandum. This Offering Memorandum is personal to each offeree and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire securities. Distribution of this Offering Memorandum to any other person other than the prospective investor and any person retained to advise such prospective investor with respect to its purchase is unauthorised, and any disclosure of any of its contents, without our prior written consent, is prohibited. Each prospective investor, by accepting delivery of this Offering Memorandum, agrees to the foregoing and to make no photocopies of this Offering Memorandum or any documents referred to in this Offering Memorandum. The Initial Purchasers make no representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this Offering Memorandum. Nothing contained in this Offering Memorandum is, or shall be relied upon as, a promise or representation by the Initial Purchasers as to the past or future. The Issuer has furnished the information contained in this Offering Memorandum. The Initial Purchasers have not independently verified all of the information contained herein (financial, legal or otherwise) and assume no responsibility for the accuracy or completeness of any such information. In making an investment decision, prospective investors must rely on their own examination of the Issuer and the terms of the offering, including the merits and risks involved. Prospective investors should not construe anything in this Offering Memorandum as legal, business or tax advice. Each prospective investor should consult its own advisors as needed to make its investment decision and to determine whether it is legally permitted to purchase the securities under applicable legal investment or similar laws or regulations. The laws of certain jurisdictions may restrict the distribution of this Offering Memorandum and the offer and sale of the Notes. Persons into whose possession this Offering Memorandum or any of the Notes come must inform themselves about, and observe, any such restrictions. This Offering Memorandum does not constitute an offer or an invitation to purchase, any of the Notes in any jurisdiction in which such offer or sale would be unlawful. None of the Issuer, the Initial Purchasers or their respective representatives are making any representation to any offeree or any purchaser of the Notes regarding the legality of any investment in the Notes by such offeree or purchaser under applicable legal investment or similar laws or regulations. Investors also acknowledge that they have not relied, and will not rely, on the Initial Purchasers in connection with their investigation of the accuracy of any information or their decision whether to invest in the Notes. The Notes are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and the applicable state securities laws pursuant to registration or exemption therefrom. As a prospective purchaser, you should be aware that you may be required to bear the financial risks of this investment for an indefinite period of time. Please refer to the sections in this Offering Memorandum entitled ‘‘Plan of Distribution’’ and ‘‘Transfer Restrictions’’. iii Notwithstanding anything in this Offering Memorandum to the contrary, each prospective investor (and each employee, representative or other agent of the prospective investor) may disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure of any offering and all materials of any kind (including opinions and other tax analyses) that are provided to the prospective investor relating to such U.S. tax treatment and U.S. tax structure, other than any information for which nondisclosure is reasonably necessary in order to comply with applicable securities laws. In this Offering Memorandum, the Issuer relies on and refers to information and statistics regarding its industry. The Issuer obtained this market data from independent industry publications or other publicly available information. Although the Issuer believes that these sources are reliable, the Issuer has not independently verified and does not guarantee the accuracy and completeness of this information. Where information has been sourced from a third party, the Issuer confirms that this information has been accurately reproduced and that as far as it is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. Where third party information has been included, its source has been stated. The Issuer accepts responsibility for the information contained in this Offering Memorandum. To the best of the Issuer’s knowledge and belief, having taken all reasonable care to ensure that such is the case, the information contained in this Offering Memorandum is in accordance with the facts and does not omit anything likely to affect the import of such information. This Offering Memorandum contains summaries of certain documents. Investors should make reference to the actual documents for complete information. Copies of certain documents referred to herein will be made available to prospective investors upon request to the Issuer or the Initial Purchasers. The information set out in the sections of this Offering Memorandum describing clearing and settlement arrangements is subject to any change or reinterpretation of the rules, regulations and procedures of DTC as currently in effect. The information