Return of Cash to shareholders

13 May 2014

Rexam PLC confirms that, following completion of the sale of the Pharmaceutical Devices and Prescription Retail Packaging divisions of its Healthcare packaging business (announced on 6 May 2014), it will shortly post a circular (the Circular) to shareholders regarding the proposed Return of Cash by way of a B/C Share Scheme and a Share Capital Consolidation (together the Capital Reorganisation) as well as the notice of a general meeting (the General Meeting) to approve the Return of Cash. The General Meeting has been convened for 11.00 am on Thursday 29 May 2014 at 4 Millbank, London SW1P 3XR.

Highlights of the Return of Cash

· Shareholders to receive 57 pence per existing ordinary share, equating to an aggregate return of approximately £450m

· Return to be implemented by way of a B/C Share Scheme which, as with Rexam's previous return of cash in 2013, is intended to provide shareholders (other than those who are resident in a Prohibited Territory, as defined in the Circular) with a choice to receive the cash either as capital or as income, or as a combination of the two. Where the capital option is selected, shareholders also have a choice as to the timing of such return

· 8 for 9 share consolidation of the Existing Ordinary Shares into New Ordinary Shares

· Cheques expected to be despatched to shareholders or accounts credited (as appropriate) in respect of the Income Return and in respect of the Initial Capital Return on 19 June 2014

· Cheques expected to be despatched to shareholders or accounts credited (as appropriate) in respect of the Final Capital Return on 13 April 2015

Details of the Return of Cash

Under the Return of Cash, shareholders will receive:

One B Share or one C Share for each Existing Ordinary Share and 8 New Ordinary Shares in place of every 9 Existing Ordinary Shares held on the Record Date for the Capital Reorganisation.

Shareholders will have three options in relation to the Return of Cash:

Option 1: Income Return

Option 1 will be effected by way of an issue of C Shares. If shareholders elect or are deemed to have elected for this option in respect of some or all of their Entitlement, they will receive a dividend of 57 pence per C Share, such dividend to be declared on 9 June 2014. It is expected that the Income Return will generally be treated as income for United Kingdom tax purposes. Any portion of their Entitlement for which shareholders have not made a valid election will default automatically to Option 1. The payment date of the Income Return is expected to be 19 June 2014.

Shareholders who are resident in a Prohibited Territory will receive automatically the Income Return and need take no action in respect of making an election.

Option 2: Initial Capital Return

Option 2 will be effected by way of an issue of B Shares. If shareholders elect for this option in respect of some or all of their Entitlement, they will receive a capital return by way of an issue of B Shares and those B Shares will be redeemed by Rexam on 9 June 2014 at 57 pence per B Share. It is expected that the proceeds shareholders receive on redemption will generally be treated as capital for United Kingdom tax purposes. The payment date in respect of the Initial Capital Return is expected to be 19 June 2014.

Option 3: Final Capital Return

Option 3 will be effected by way of an issue of B Shares. If shareholders elect for this option in respect of some or all of their Entitlement, they will receive a deferred capital return by way of an issue of B Shares and those B Shares will be redeemed by Rexam on 6 April 2015 at 57 pence per B Share. It is expected that the proceeds shareholders receive on redemption will generally be treated as capital for United Kingdom tax purposes. The payment date in respect of the Final Capital Return is expected to be 13 April 2015.

The Share Capital Consolidation

The Existing Ordinary Shares will be consolidated such that shareholders will receive 8 New Ordinary Shares for every 9 Existing Ordinary Shares held on the Record Date. This will reduce the number of shares which all shareholders hold. The aim of the Share Capital Consolidation is to help, so far as possible, make the market price of an Ordinary Share remain approximately the same and to maintain comparability of other Company data such as earnings and dividends per share before and after the Return of Cash. The ratio used for the Share Capital Consolidation has been set by reference to Rexam's closing middle market price on12 May 2014. Shareholders will continue to own approximately the same proportion of Rexam's Ordinary Shares immediately after the Share Capital Consolidation as they did prior to it.

The New Ordinary Shares will be equivalent in all material respects to the Existing Ordinary Shares, including their voting, dividend and other rights. Application will be made for the New Ordinary Shares to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities, with dealings expected to commence at 8.00 am on Monday 2 June. Neither the B Shares nor the C Shares will be admitted to trading.

2013 final dividend

The record date for the 2013 final dividend was 9 May 2014, and this dividend will be calculated on the number of ordinary shares owned on this date.

Expected timetable of principal events:

The Circular setting out full details of the Return of Cash will be posted to shareholders shortly.

Copies of the Circular will be available for inspection during normal business hours on any weekday (public holidays excepted) at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD and at the registered office of the Company from the date of the Circular up to and including the date of the General Meeting and will also be available for inspection for at least 15 minutes before and during the General Meeting. A copy of the Circular will also be available on the Company's website, www.rexam.com, and will be submitted to the National Storage Mechanism, where it will be available for inspection at www.Morningstar.co.uk/uk/nsm.

Terms used in this announcement shall have the same meanings as set out in the Circular.

Neither the Ordinary Shares nor the B Shares nor the C Shares have been or will be registered under the US Securities Act of 1933 as amended (the Securities Act) or the securities laws of any other US jurisdiction, and none of them may be offered or sold in the United States unless pursuant to an exemption from, or in a transaction not subject to the registration requirements of, the Securities Act.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.

This announcement does not constitute, or form part of, an offer to sell or the solicitation of an offer to subscribe for any securities, nor the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law.

Enquiries

Investors

Sandra Moura, Head of Investor Relations, Rexam +44 20 7227 4100

Media

Jonathan Thornton, Head of Communications, Rexam +44 20 7227 4100

Katharine Wynne, Tulchan Communications +44 20 7353 4200

Martin Robinson, Tulchan Communications +44 20 7353 4200

Financial Advisor

Ravi Gupta, Rothschild +44 20 7280 5000

Yuri Shakhmin, Rothschild

Corporate Brokers

Lewis Burnett, Credit Suisse Securities (Europe) Limited +44 20 7888 8888

Richard Abel, Bank of America Merrill Lynch +44 20 7628 1000

Notes to Editors:

Rexam is a leading global beverage can maker. We are business partners to some of the world's most famous and successful consumer brands. Our vision is to be the best beverage can maker in the world.

We have 55 can making plants in more than 20 countries and employ around 8,000 people. In 2013 our sales were £3.9 billion.

Rexam is a member of the FTSE 100 and its ordinary shares are listed with the UK Listing Authority and trade on the London Stock Exchange under the symbol REX. Visit www.rexam.com for further information.