Orora Annual Report 2024 Contents 1 Orora at a glance 2 FY24 financial overview 4 A message from the Chair 6 A message from the Managing Director and CEO 8 We are One Orora 9 Orora Group strategy update 13 Sustainability at Orora 28 Independent Limited Assurance Report to the Directors of Orora Limited 30 Group financial review summary 32 Operational review Orora Packaging Solutions 34 Operational review Global Beverage 36 Corporate Governance Statement 46 Principal risks 48 Board of Directors 50 Executive Leadership team 52 Directors’ report 57 Remuneration report 74 Directors’ declaration (Directors’ report) 75 Auditor’s independence declaration 76 Financial report 144 Consolidated Entity Disclosure Statement as at 30 June 2024 146 Directors’ declaration (Financial report) 147 Independent auditor’s report to the members of Orora Limited 152 Statement of shareholdings 154 Five-year historical financial information 155 Shareholder information 156 Corporate directory Orora is a global leader in sustainable and innovative packaging solutions. Every day, we design and deliver products and services that enable our customers’ brands to thrive. We are listed on the Australian Securities Exchange (ASX) and we are proud to operate a number of best-in-class businesses across the world. Our operations span Australasia, North America, Europe and the United Arab Emirates. We manage a network of manufacturing, decoration, distribution and visual solutions sites across the world. With a unique global footprint, we offer customers unparalleled capabilities, expertise and scale. Overview 8,100 Team members 43,000 Shareholders 29 Manufacturing Plants 104 Distribution Sites Glass Manufacturing Glass Decoration Closures Manufacturing Cans Manufacturing OPS Distribution OPS Manufacturing Orora Visual Global Beverage Orora’s global beverage business leads the industry Our Global Glass network produces a spectrum of quality glass packaging, ranging from the manufacture and decoration of high-end glass bottles to standard bottles Map of operations Saverglass becomes part of the Orora Group In December 2023, Orora acquired Saverglass, a global leader in the design, manufacture, customisation and decoration of high-end glass bottles for the premium and ultra-premium spirit and wine markets. Together, we will benefit from our highly complementary operations across product capabilities, a global production footprint and broad customer distribution networks. Orora Packaging Solutions Orora Packaging Solutions (OPS) is a leading vertically integrated provider of sustainable manufacturing, distribution and visual solutions across North America. We are a market leader in custom packaging design, automation, supply chain optimisation and visual solutions for a broad range of sectors. We are focused on leading the transition to a more sustainably packaged future. 1 ORORA LIMITED ANNUAL REPORT 2024 Our financial year 2024 results reflect a resilient earnings performance in challenging market conditions. The acquisition of market leading business Saverglass represented a transformational investment for the Orora Group, which has contributed earnings growth. Beyond the acquisition, the remaining business continued to focus on execution of our strategy, whilst maintaining a balanced and disciplined approach to capital management. FY24 financial overview NOTE REGARDING NON-IFRS FINANCIAL INFORMATION Throughout this report, Orora has included certain non-IFRS financial information. This information is presented to assist in making appropriate comparisons with prior periods and to assess the operating performance of the business. Orora uses these measures to assess the performance of the business and believes that the information is useful to investors. The following non-IFRS measures have not been audited but have been extracted from Orora’s audited Financial Statements: Earnings Before significant items, Interest and Tax (EBIT); Earnings Before significant items, Interest, Depreciation, Amortisation and Tax (EBITDA). Performance measures such as Earnings Per Share (EPS), RoAFE and EBIT margins have been calculated using the non-IFRS measures listed above. All other non-IFRS measures, unless otherwise stated, have not been extracted from Orora’s audited Financial Statements. References to earnings throughout this report are references to EBIT before significant items. Group Sales Revenue Underlying Group EBIT $4,697.6m 9.5% $404.0m 26.0% Orora Packaging Solutions (USD million) $1,954.5m 10.8% Orora Packaging Solutions (USD million) $109.5m 2.7% Global Beverage (AUD million) $1,716.3m 65.5% 2.5% ex Saverglass Global Beverage (AUD million) $237.0m 54.6% 2.0% ex Saverglass 2 ORORA LIMITED ANNUAL REPORT 2024 (1) Except as expressly defined in this Annual Report, $ refer to Australian dollars. The financial periods presented above represent underlying earnings excluding the impact of significant items. FY24 excludes a significant item expense after tax of $38.5 million (pre-tax of $40.4 million) which reflects transaction costs associated with the acquisition of Saverglass. FY23 excludes a significant item expense after tax of $18.2 million (pre-tax of $26.0 million) recognised with respect to the decommissioning of the former Petrie mill site. (2) Excludes Saverglass. Financial Overview[1] • Underlying EBIT increased 26.0% and underlying NPAT increased 10.2% due to the acquisition of Saverglass. • Underlying Earnings Per Share (EPS) of 17.9 cents, down 4.3 cents, reflecting additional shares post raising equity for the acquisition of Saverglass. • Global Beverage inclusive of Saverglass increased EBIT 54.6% with seven months of Saverglass earnings included. • Excluding Saverglass, Global Beverage, underlying EBIT increased 2.0% reflecting growth in the Cans business partly offset by ongoing soft demand for commercial wine. • Increased capital expenditure of $256m supporting capacity growth in Cans, the new Saverglass business and transformation of the G3 glass furnace at Gawler. • Underlying operating cash flow continues to be strong at $397.0m, an increase of 47.1%. • Final ordinary dividend declared of 5.0 cps (unfranked), taking the full year dividend to 10.0 cps, representing a payout ratio of 60.5%. Underlying Group NPAT $223.7m 10.2% RoAFE[2] 20.7% 110 bps Underlying Earnings per share 17.9 cps 19.4% Underlying operating cash flow $397.0m 47.1% Dividend per share 5.0 cps 60.5% payout ratio 3 ORORA LIMITED ANNUAL REPORT 2024 A message from the Chair “The Board and management believe the acquisition of Saverglass will deliver significant growth opportunities in future years.” 4 ORORA LIMITED ANNUAL REPORT 2024 Orora delivered a resilient operational performance in FY24, achieving EBIT growth in the face of challenging market conditions, while we continued our portfolio realignment with the acquisition of Saverglass. The Board and management believe this acquisition will deliver significant growth opportunities in the years ahead. Across the Group we continued to invest in our Cans and OPS businesses, which together with the addition of Saverglass, sets a platform for long-term sustainable growth. The acquisition of Saverglass in December 2023 marked a major milestone in Orora’s ongoing realignment of the Group portfolio that commenced with the sale of the Australian Fibre business in FY20. Orora’s business model is substantially enhanced by the addition of Saverglass to the Group. We now hold a leading market position in most specialised glass bottle categories across the world, with exposure to the higher growth premium spirits and wine categories. The synergies with our South Australian Gawler glass manufacturing plant are significant. In a global market trending toward premiumisation, Saverglass’ unique customer value proposition is centred on its capacity to create tailored and bespoke exclusive bottle designs, a competitive advantage that is difficult to replicate. With a sales presence in more than 100 countries and a 15-year average relationship with customers, Saverglass represents compelling long-term growth potential. This long-term view is fundamental to assessing the prospects of our new Global Glass business. In the months following our acquisition both Saverglass and our Australian operations confronted a period of broad customer de-stocking and softer consumer demand, which placed pressure on volume growth. In North America, the prevailing macroeconomic environment, characterised by higher inflation and interest rates, led to reduced demand and manufacturing volume. We are confident that these conditions are cyclical and that across the Group we are well positioned for volume recovery. Our Global Glass business provides flexibility and effective capacity planning while record production volumes in our Cans business, supported by strategic capital investment provides a sound growth platform for the Beverage unit. Ongoing transformation initiatives and investments in the salesforce in North America are reflected in margin expansion despite a challenging operating environment. Pleasingly the integration of Saverglass, both from an operational and cultural perspective is progressing well. Our teams across the world are working closely together to drive the results and synergies we targeted through a combined global footprint. This is an embodiment of our “One Orora” commitment to operating as one unified group celebrating the elements that unite us as well as our differences. Pleasingly, our shared commitments to sustainability and safety have stood out and again position us well as we look to drive operational improvements and growth. A personal highlight was our Board meeting and site tours at Saverglass headquarters in Feuquières in April. This reinforced the overall strength of the Saverglass operations and demonstrated how well the business has invested in its world-leading assets. The opportunity to meet many Saverglass leaders and team members was valuable in understanding the level of individual ownership, matched with a strong and tangible commitment to succeed. Group Financial Performance The Group demonstrated resilience in its earnings performance for FY24, in the face of macroeconomic headwinds. Group Earnings Before Interest and Tax (EBIT) (excluding Saverglass) were $323.4m in line with FY23 and ahead of the updated guidance provided in April, reflecting a gradual improvement in conditions. Underlying EBIT, inclusive of a seven-month contribution from Saverglass, was $404.0m, a 26% increase on FY23. Underlying Net Profit After Tax (NPAT) of $223.7m increased 10.2% with higher interest expense due to additional acquisition debt. Underlying Earnings Per Share (EPS) reduced 19.4% to 17.9 cps, a result of the equity raising to support the Saverglass acquisition increasing share volume. ORORA LIMITED ANNUAL REPORT 2024 5 Strong cash generation continued with underlying operating cash flow of $397m [$291.4m excluding Saverglass) and improved working capital delivering cash conversion of 80.5% (excluding Saverglass and base capex for the G3 furnace rebuild). These results reflect a period of transition for Orora in FY24. Through our strategic acquisition, diligent capital management and the resilience we have built we are confident in our long-term growth prospects. Capital Management The Group remains committed to prudent capital management and disciplined capital allocation, as we enter a new phase following the formation of our Global Glass business. Capital expenditure remains strictly focused on value-add initiatives that additionally build sustainability credentials with total capital expenditure of $256m consistent with guidance. In Australasia, growth capex investment continues to fund expansion of capacity and drive further earnings growth for Cans, including a new canning line at Revesby and a new digital printer (named Helio) at our Dandenong facility. These investments are critical in meeting increasing customer demand and are expected to drive increasing returns in coming periods. Growth capex of $153.5m contributed to the G3 furnace rebuild with oxyfuel technology at Gawler, a program that began in FY23. This work is expected to be completed during the first half of FY25. Net debt increased by $979.5m to $1,753.5m, attributable to the acquisition of Saverglass. Orora remains well within all debt covenant requirements and at 30 June 2024 had committed undrawn debt facilities and cash of $865.1m to provide the Group’s liquidity requirements. A final dividend of 5.0 cents per share represents a payout ratio of 59.2%, and total FY24 dividend of 10.0 cents per share, at a ratio of 60.5%. While at the lower end of the target range, the Board considered that a lower dividend was prudent while debt leverage remains elevated. Investing in Innovation for a Sustainable future During FY24 we continued to make good progress toward the sustainability goals we set ourselves. Since 2019 we have reduced emissions by 17.8% (Location- based factors, Scope 2) and 13.8% (Market-based factors Scope 2), reflecting ongoing investment across the Group in sourcing renewable energy and other energy efficiency initiatives. Consideration of our commitments with respect to Scope 3 emissions continued during the year. Pleasingly, Saverglass has an embedded sustainability program that is characterised by a strong decarbonisation agenda and clear targets, which are in line with Orora’s overall objectives. The Saverglass team have made promising progress in investigating new manufacturing techniques designed to reduce energy intensity in the manufacturing process while preliminary work has also been done to investigate alternative fuel sources. From FY25, both Orora and Saverglass sustainability activities and performance will be combined and reported on together. Board renewal During the year we farewelled Independent Non-Executive Director Sam Lewis, a former Chair of the Audit, Risk & Compliance Committee (ARCC), who joined the Board in early 2014. Abi Cleland, Chair of the Safety, Sustainability and Environment Committee will also retire in 2024, having joined the Board in 2014. Both Sam and Abi have been with Orora from the time of the business’ formation and have made an incredible contribution as we realigned our portfolio of assets post the demerger from Amcor. On behalf of the Board, I thank them for their dedication and commitment to Orora. We were pleased to welcome Sarah Hofman to the Board as an Independent Non-Executive Director, and importantly as Chair of the ARCC. Sarah’s expertise spans capital markets and financial services regulation with experience across the UK, Europe, and Asia Pacific. We also welcomed Claude-Alain Tardy as an Independent Non-Executive Director. Claude-Alain brings more than 40 years operational management experience to Orora, with extensive experience in strategic thinking, operational excellence, health and safety, human resources and sustainability, having worked across South America, Europe, the USA and Asia. The Board will ensure we continue to have an appropriate mix of skills, experience, knowledge and diversity for the Orora Board moving forward. Looking ahead and acknowledgements Orora remains well positioned for growth and a sustainable future following the achievements of FY24. The investments we have made in the business will stand us in good stead as we continue to navigate challenges in the broader market, which we expect to persist over the first half of FY25. The Group continues to provide investors with a robust and defensive earnings profile and strong growth prospects, favourably positioned in sustainable consumer packaging. We believe we are well placed to drive continued earnings growth through the execution of our strategy. I would like to thank our shareholders for their ongoing support, in what has been a challenging but nevertheless transformational year. I also express my sincere appreciation to Brian and the global teams for their outstanding work to deliver this year’s result and in building a platform for future success. Rob Sindel Chair A message from the Managing Director and CEO “In FY24 we navigated a challenging market environment, delivering a financial performance consistent with FY23 and reflective of the resilience of our business.” 6 ORORA LIMITED ANNUAL REPORT 2024 FY24 was an historic year for Orora, in which we celebrated our 10th birthday and invested in our long-term future through the acquisition of Saverglass. At the same time, we navigated a challenging market environment, delivering a financial performance consistent with FY23 and reflective of the resilience of our business. The Group reported Earnings Before Interest and Tax (EBIT) of $323.4m (not including Saverglass). Inclusive of seven months of Saverglass performance, underlying Group EBIT was $404.0, with growth impacted by a period of global customer de-stocking and a slowdown in consumer demand that placed pressure on volumes shortly after the acquisition completed. Despite ongoing challenging macroeconomic conditions, all business units performed to expectations in the final quarter, with results marginally ahead of guidance provided in April, in a positive indication of broader recovery. We continued our approach to disciplined capital allocation across the Group while programs to build our capacity in Australasia and the ongoing optimisation of our North American operations progressed well during the year. A particular highlight was our tenth anniversary celebration as an ASX listed company, in December. The celebrations were based around the theme ’10 Years Strong’ to recognise the strength of the business and what we’ve achieved over the past ten years. That strength was particularly evident during such a transformational year for the Group. Saverglass – unlocking the potential of a truly global glass business The acquisition of Saverglass in December 2023 was an important and exciting milestone for Orora, representing a compelling and logical progression of our growth strategy. Not only is Saverglass well aligned with Orora’s investment proposition, it also delivers against Orora’s three strategic pillars: Optimise to Grow, Enhance and Expand and Enter New Segments. Saverglass has a market leading position in most specialised bottle categories in higher growth premium spirits and wine. The scale, mix and diversity of Saverglass is enhanced by the integration of our Gawler facility. Across seven sites we operate 12 furnaces, with four dedicated decoration facilities. From 1 July 2024 we began managing these sites as a global glass business, with three key operating regions of Asia-Pacific, Europe and the Americas. We now have the ability to service customers across all key locations across the globe. Our sites are strategically located in close proximity to the production regions of our customers, whether they be champagne or cognac customers in France, tequila customers in Acatlan (where all major tequila companies are based), or wineries in the Napa or Barossa Valley. Saverglass’ historical record of performance over time, through various market cycles is another sound fundamental of this acquisition and its investment thesis. This is particularly relevant now, during a current cyclical period characterised by softer trading conditions. Our unique value proposition, combined resources and global reach provide confidence that we are well positioned for long-term growth. Safety update The health and safety of our people remains a fundamental and ongoing commitment and during FY24 we continued to deliver on our FY23-FY25 Global Health & Safety strategy. It is especially pleasing to report that we recorded a marked improvement in our safety performance in FY24, reflecting our concerted focus on safety awareness and management. Our teams have been working with their counterparts at Saverglass to coordinate our efforts, where a rigorous safety program is also in place. From FY25 we will adopt a combined approach to implementing and reporting our safety- focused activity. Operating highlights – Global Beverage (Australasia) The Australasia business delivered a sound performance in FY24, with EBIT growth of 2.0% in line with expectation and reflective of difficult trading conditions. Revenue declined 2.5% primarily due to a soft demand in the commercial wine market, however this was offset by another strong performance in our Cans business. While Cans revenue was flat due to lower aluminium prices, record cans production delivered volume and earnings growth, with production capacity maximised across our sites. Strong can production volumes were enabled in part by the launch of a multi- sized production line at Dandenong at the beginning of FY24, which supported an ORORA LIMITED ANNUAL REPORT 2024 7 ongoing customer shift in preference to different can formats. Further increased production capacity will be realised at our Revesby site during the first half of FY25, with a second canning line due to come online. These activities reflect recent capex investments designed to drive growth and earnings. Preparations are also well underway for the arrival of our state-of-the-art digital printer, known as Helio, in Dandenong, during FY25. As indicated last year, this is set to be a transformative change for the Asia-Pacific marketplace, adding a further compelling aspect to our value proposition. From a Glass perspective, the removal of Chinese tariffs on wine during the year was a positive development for Australia’s wine producers, however we anticipate that this will take some time to be reflected in volume recovery, likely in the second half of FY25. We continued to introduce new categories into our product mix, as we maximised production capacity. Our first run of glass jars was completed late in the year, following the introduction of carbonated water and olive oil glass products over recent periods. Operating Highlights – OPS (North America) OPS recorded EBIT of US$109.5m, down 2.7% on FY23, which was reflective of the softer macroeconomic environment with manufacturing activity across many segments impacted by ongoing inflation and consumer spending pressures. Despite this, the EBIT result was slightly ahead of guidance provided in April, indicating early signs of volume recovery and reflective of a program of ongoing business transformation and our investments in optimisation to drive growth. Targeted digital marketing campaigns continue to increase our visibility to high growth segments, while salesforce investment and supporting team member development remains a priority for OPS. During the year Orora Visual phased out a series of old digital printers and replaced them with four new digital printers that are expected to support increased volume while improving energy efficiency by up to 70%. A strategic priority for OPS remains to increase the penetration of sustainable packaging products and convert customers away from traditional formats, an initiative supported by the launch of a new Sustainable Design Lab in California. The state-of-the-art facility provides guidance to customers on the environmental impact of their product choices. The disciplined approach to cost management and business investment during this challenging period provides optimism for sustained volume recovery over the long term. Operating Highlights – Saverglass Saverglass EBIT in the seven months following the acquisition was €48.8m. This is consistent with the April 2024 trading update and is reflective of the global de-stocking pressures that impacted the market. Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) (in French GAAP terms) of €85.4m represents a margin of 20.0% and annualised EBITDA of €146.4m. During this de-stocking period the business pivoted to adjust to the operating environment, aligning production schedules with underlying demand. This flexibility is consistent with Saverglass’ long-term record of performing “through the cycle” and adapting to different market conditions. We remain confident of incremental recovery, particularly following the establishment of our new Global Glass business. The restructured business will be supported by an expanded North American reach following the commissioning of a new glass furnace in Mexico during the year. Saverglass has also made promising progress in exploring new renewable energy sources. In additional, a low carbon hybrid furnace at the Feuquières site, has the potential to reduce emissions by around 12% per tonne of glass produced. Sustainability update We made good progress toward our sustainability goals in FY24, under our established Climate Change, Circular Economy and Community pillars. Our efforts to increase the recyclability of our products delivered positive results during the year, with our use of recycled glass (cullet) increasing to 50% – up from 38% in FY23. We’re progressing well toward our Group target of 60% recycled content in our manufactured glass containers by 2025. Development of our first oxygen-fuelled furnace at Gawler progressed in line with the schedule in FY24, with completion expected during the first half of FY25. The new furnace will deliver both production and sustainability benefits, helping reduce emissions by up to 20%, moving into the top 10% of energy efficient furnaces in the world. This investment will not only support further growth but is central to achieving our sustainability goals, particularly a 40% reduction in Co2 emissions by 2035. We also made further progress in our program to increase energy efficiency through the adoption of renewable energy sources, with our Cans site in Rocklea now powered by electricity secured from two wind farms, through an agreement with CleanCo, a Queensland Government owned energy provider. Our agreement for solar energy usage at Gawler was also initiated during the year. Our overall sustainability commitments and targets are well aligned with those of Saverglass, which has a comprehensive sustainability program in place. We are working closely with Saverglass to implement a combined approach to sustainability and look forward to reporting sound progress together in FY25. Looking ahead We approach FY25 with a sense of cautious optimism, however we are mindful that conditions, while improving, will take some time to normalise. The new Global Glass business is well positioned to benefit from ongoing industry premiumisation while we will be focused on realising the synergies and opportunities it presents. We anticipate some volume recovery during the second of half of FY25 as pressure from the de-stocking cycle alleviates. Investments in production capacity, product offerings and digital printing capability position our Cans business for increased production volumes and further growth. In OPS, we will continue to drive efficiencies within the business and expand margins through investment in new equipment, while driving footprint optimisation, improving asset utilisation and expanding the size and scope of our sales team to support organic growth. I express sincere thanks to our teams who have done an amazing job during a year like no other. They have brought Saverglass into our operations while at the same time driving the business forward amidst a difficult trading environment, displaying resounding fortitude and great passion. I’d also like to thank our customers and suppliers for continuing to partner with us. Brian Lowe Managing Director and CEO We are One Orora Established in FY21, One Orora represents the elements that make up our DNA — our team, culture and strategy. One Orora is a shared definition and understanding of what it means to be Orora today and how we position ourselves for the future. It expresses the essence of Orora, what we do and how we do it, to take the best of who we are and our past, into the future. One Orora respects our differences, and leverages our diversity, to deliver sustainable outcomes across our businesses. The elements of One Orora are designed to unify and guide our teams across the Group, no matter where in the world they are. During FY24, the importance of One Orora was strongly reflected through the Saverglass acquisition and the subsequent work conducted to bring our businesses together. Orora and Saverglass – Stronger Together The acquisition of Saverglass in late 2023 was one of the most significant milestones in Orora’s history. While there was a compelling commercial argument to bring the businesses together, aligning them in both an operational and cultural sense became the priority once the acquisition completed. Every day, across our businesses, we deliver sustainable and innovative packaging and visual solutions that lead the industry and bring our customers’ brands to life. Together we deliver on the promise of what’s inside. To be a leading sustainable packaging solutions provider, designing and delivering products and services that enable our customers’ brands to thrive We operate a portfolio of customer-focused packaging businesses aligned by our common purpose and unifying principles Customer value-add Digitally-enabled Diverse talent End-to-end capabilities Innovation Operating excellence Staying safe Sustainability Optimise to grow Enhance and expand Enter new segments One Orora in action Teams from Orora and Saverglass set to work immediately on this task and it was through this ongoing collaboration that the value of One Orora was clearly demonstrated. Pleasingly, it became quickly evident that while the businesses shared the key investment fundamentals upon which the acquisition was based, there was also a sound alignment of values. A theme of “Stronger Together” – an overarching principle that guided various workstreams was set up to manage the alignment of the two businesses. The teams developed 12 month transition plans and have been focused on learning about the way each business operates to seamlessly bring them together for a new beginning as a stronger One Orora from 1 July, 2024. A key milestone was the adoption of a new Orora Saverglass logo. The design is intended to preserve the integrity and strong brand value of the Saverglass logo while also reflecting its new status as part of the Orora Group. The adoption of the logo was significant, given the proud history of the Saverglass business and the strong recognition and trust the brand held in the marketplace. The logo was incorporated across digital Saverglass assets in the second half of FY24 and is now well represented across Saverglass sites around the world. 8 ORORA LIMITED ANNUAL REPORT 2024 Innovation is one of Orora’s eight strategic principles facilitating our strategy. Across the Group we focus on investing in innovation to support our customers’ needs and create a strong platform for sustainable growth. During FY24 we were pleased to launch several new initiatives that encapsulated our commitment to innovation. Orora Beverage Cans launched Helio, a new state-of-the-art, direct-to- shape digital printing solution, in a transformative first for the Oceania market. The digital printer will be established at our Dandenong facility, with a target installation date in the first half of FY25. Helio allows customers to choose from unlimited colours in their can packaging designs (from the limit of eight colours available in current traditional methods), while different textures can also be applied to can surfaces. Most importantly, Helio will provide the benefit of quick turnarounds from design to delivery, eliminating the lead time required to prepare the traditional printing plates. Our OPS team in North America also launched a new Sustainable Design Lab during FY24. Located at Newark, California, the 20,000 square foot facility places sustainability at the heart of packaging research and design, assisting customers to understand the environmental impact of different packaging material choices, and then leveraging that insight to design and create more sustainable packaging solutions. The Lab brings seasoned packaging engineers, advanced 3D modelling and prototyping technology, Life Cycle Assessment Tools, and certified International Safe Transit Association (ISTA) testing capabilities together under one roof. These are just some of the innovations we expect will strengthen our value proposition and competitive advantage across various markets. Orora Group strategy update The three core pillars of Orora’s strategy continue to form the basis for strategic planning, drive focused business activity across our portfolio and enable us to capitalise on growth opportunities as they emerge. Orora’s strategic pillars: 1. Optimise to grow 2. Enhance and expand 3. Enter new segments We maintain a disciplined focus on creating value for customers and shareholders, as we continue to leverage the core capabilities of the Group to maximise the effectiveness of our businesses. Investment is supported by increasing innovation and supplemented by an ongoing focus on optimisation opportunities and operational efficiencies. During FY24, the acquisition of Saverglass represented a clear strategic alignment with Orora’s key strategic pillars and delivery against our long-held strategic intent. PRINCIPLE IN FOCUS Innovation 9 ORORA LIMITED ANNUAL REPORT 2024 Orora Group strategy update (continued) Saverglass – Delivering against our strategy Saverglass represents the compelling acquisition of a high-quality business, enhancing Orora’s strategic advantage, scale, diversification and future growth opportunities. Saverglass will become the centrepiece of Orora’s Global Glass business, and will operate as a third platform for growth, under the leadership of Orora and Saverglass’ highly experienced management teams. Orora and Saverglass will mutually benefit from their highly complementary operations across product capabilities, geographic footprint and customer and distribution networks. In every respect, the acquisition met Orora’s strategic priorities: Optimise to Grow, Enhance and Expand and Enter New Segments. Creating a truly global glass business From a commercial, product and geographic perspective the combination of Saverglass and Orora is expected to unlock significant value creation opportunities for the combined Group. In addition, network optimisation, cost rationalisation and operational efficiencies are expected to deliver incremental financial benefits. While in the months following completion of the acquisition, the broader Group was faced with a period of customer de-stocking which has temporarily impacted production volumes, our new platform ensures we are well positioned as a leading global glass business once industry volumes recover and normalise, reinforcing our long-term robust and defensive earnings profile. Moving forward, the combined Group will continue to target market segments with appealing growth and financial return characteristics. Our rigorous approach to capital allocation ensures any growth opportunities are assessed thoroughly and only value-add investments that meet our stringent return criteria are pursued. UTILISING ORORA’S NORTH AMERICAN FOOTPRINT Orora’s substantial footprint and established network can support Saverglass’ growth in North America ENHANCED CUSTOMER NETWORK Attractive opportunity for Saverglass to leverage Orora’s existing North American and Australasian Beverages customers SUSTAINABILITY Sustainability is a key focus for both Orora and Saverglass, sharing well aligned decarbonisation targets. Together we will continue to drive leading sustainability outcomes CREATES A UNIQUE GLOBAL FOOTPRINT Orora provides Saverglass with production capability in the Asia-Pacific region, enhancing its operational flexibility and customer proposition NETWORKING GAWLER Gawler’s value proposition and performance is enhanced through the establishment of a global glass business LEVERAGING COMBINED EXPERTISE Orora and Saverglass will each benefit from collaboration and sharing of expertise across operations, technical capability, sustainability and procurement Saverglass enhances Orora’s business model 10 ORORA LIMITED ANNUAL REPORT 2024 Progress against our strategy Following the acquisition of Saverglass in December 2023, we have evolved our reporting segments, with Australasia becoming part of a newly formed Global Beverage business unit. Within Global Beverage, we will maintain the existing Glass, Cans and Closures businesses, as well as the new Saverglass business. We remain committed to delivering and reporting progress against our strategic pillars. This means achieving acceptable organic growth, meeting returns focused hurdles and making appropriate investments whilst ensuring a disciplined approach towards capital management, in accordance with our shareholder value blueprint. Each Orora segment has a clear set of strategic priorities aligned to our three strategic pillars. In FY24, we maintained our steadfast focus on delivering these priorities realising progress across both OPS and Global Beverage to firmly position Orora for growth. SEGMENT PRIORITIES Optimise to grow Enhance and expand Enter new segments FY24 progress ORORA PACKAGING SOLUTIONS • Effectively harnessing data via SAP • Improved operating discipline and rigour • Leverage suppliers and procurement processes • Increase size of salesforce and enhance sales force effectiveness • Expand digital tools for account profitability and pricing • Execute digital transformation in growth marketing • Expand engineering, design, and service capabilities • Drive increased penetration of sustainable products • Pursue expansion in underrepresented geographic markets • Embedded pricing disciplines • Proactive management of suppliers to drive COGS reduction • Bolster Mexico footprint and sales capability • Maintain focus on salesforce investment - intensive sales rep training program • Continued operating cost discipline • Investment in digital marketing, harvesting data and insights to drive growth • Sustainable Design Lab – launch of new capability and customer offering GLOBAL BEVERAGE – Saverglass – Gawler glass – Cans – Closures • Manufacturing and supply chain excellence • Increase recycled content • Continue to drive salesforce effectiveness and account profitability • Infinitely recyclable substrate • Continued focus on light-weighting • Build capacity to meet increased Cans customer demand • Investment in digital printing capability on cans • Ongoing innovation and investment • Customer led e-commerce solution to tackle complexity • New products • Expand products and services into new categories • Explore adjacent categories in existing markets • Pursue scale and geographic footprint expansion • Completed strategic acquisition of Saverglass, delivering against strategic pillars • Optimisation of Glass product mix • Focus on light-weighting capabilities in glass, driving cost and sustainability benefits • Expanded cullet sources and increased level of recycled content in glass • Continued investment in Cans capacity, with Dandenong second line fully operational and work continuing on construction of second line in Revesby • Drove supply chain excellence and pursued further automation Our strategic priorities 11 ORORA LIMITED ANNUAL REPORT 2024 Shareholder value blueprint Our three strategic pillars are also fundamental to Orora’s blueprint for shareholder value creation. Our target, to achieve top quartile Total Shareholder Return (TSR) performance for our shareholders, remains unchanged and we continue to pursue it by executing on our strategy. Three key components drive Orora’s TSR performance as outlined in the blueprint. These include applying a returns-focused, risk-weighted investment approach (for capital projects and acquisitions) across each of our strategic pillars. The blueprint shows we will target a return that represents an appropriate premium to Orora’s weighted average cost of capital (WACC) based on the risk associated with the investment. There have been some minor updates to some of the elements that sit under the Organic Growth and Returns- Focused Investment Pillars following the Saverglass acquisition. For the Capital Management Pillar, there are no changes to the elements that relate to this Pillar, however we have re- ordered them to recognise that the Target Leverage of 2.0 – 2.5x sets the overall framework for prioritising discretionary Group cashflows such as dividends and capital returns. Our Target leverage range sets the framework for prioritising discretionary cashflows. This framework and prioritisation recognises that with a forecast leverage ratio of approximately 2.8x at June 2024, our short-term priority is to return our leverage ratio to within our 2.0x – 2.5x target range. Shareholder value blueprint Orora applies a returns-focused, risk-weighted approach to investment and capital management decisions Global Beverage North America Capital Investment Sensible leverage Sustainable dividend Potential additional capital returns Acquisitions TSR Component Strategic Pillar Element ORGANIC GROWTH INVESTMENT CAPITAL MANAGEMENT RETURN TARGETS Premium to WACC Lower Higher Optimise to grow Enhance and expand Disciplined approach to capital allocation Enter new segments • GDP+ sales growth • Supported by favourable industry tailwinds (e.g. premiumisation) • Enhanced by innovation and market share gains • Ongoing benefits from operating efficiencies • GDP sales growth • Supplemented by market share gains • Ongoing benefits from operating efficiencies • Target leverage at 2.0 – 2.5x EBITDA (excluding AASB 16) • Target payout ratio of 60% – 80% • Franked to the extent possible • Assessed when appropriate • On-or off-market buybacks • Special dividends/ capital returns • Enhance sustainability profile and product capabilities across portfolio • Deliver customer-backed growth projects • Enhance digital capabilities across Group • Expand market position and product capabilities in existing Glass markets • Expand product and service capabilities in North America • Potential footprint expansion in North American distribution and manufacturing • New market entry(s) in Glass TARGET LEVERAGE SETS FRAMEWORK FOR PRIORITISING DISCRETIONARY CASHFLOWS 12 ORORA LIMITED ANNUAL REPORT 2024 Priority materiality aspects Description Sustainability pillar Innovation & product design Implementing best practice technologies and processes to improve product efficiency, productivity and sustainability. Promoting innovation in design to meet evolving customer and consumer expectations and needs. Product stewardship Use of recycled or reused products and engaging with customers and end users on appropriate disposal and reuse to minimise waste and maximise renewal. Resource management Ensuring sustainable management of resources, material use management and reducing the lifecycle impacts of products. Climate Change, energy use and GHG emissions Addressing the risk of climate change by working in ways that actively manage energy use to minimise pollution and waste, and reduce greenhouse gas emissions and climate impact. Business ethics, transparency & culture Ensuring appropriate governance and conducting business with ethics, integrity and transparency. Enriching the lives of our team and communities, prioritising safety and health, and diversity, equity and inclusion. Responsible sourcing Understanding the supply chain and identifying associated risks to integrity including protection of human rights. Sustainability at Orora Sustainability represents our promise to the future. As a global leader in innovative packaging solutions, we take our responsibilities seriously when it comes to contributing to a more sustainable future. During FY24 we made good progress in this area, under our three sustainability pillars of Climate Change, Circular Economy and Community. We increased the use of recycled glass and aluminium, improved our energy efficiency and took significant steps to further reduce our carbon footprint. Our Safety performance improved markedly during the year, with both Recordable Case Injuries and Lost Time Injuries reducing substantially, following a concerted focus on awareness and communication. We are on track to achieve our interim climate change goal of 40% greenhouse gas emissions reduction by 2035 (for Scope 1 and 2) and our target of 60% recycled content in the glass products we manufacture by 2025. We continue to explore the use of less carbon intensive technologies while we work to improve the recyclability of our existing products. The acquisition of Saverglass further enhances our sustainability credentials, through an established decarbonisation agenda and clear targets that are well aligned with those of Orora. Highlights of Saverglass’ sustainability activities are included in this Report. During FY25 we will re-evaluate our sustainability activities and reporting metrics as one Group and our sustainability programs will be fully combined and reported on accordingly. Informing our strategy Our approach to sustainability was developed following stakeholder consultation and an independent materiality assessment. Our approach continues to evolve and is informed by our customers and investors, and our people and communities. Our obligations as a signatory to the United Nations Global Compact (UNGC) continue to frame our sustainability approach to ensure compliance with applicable requirements (including the ASX Corporate Governance Council’s Recommendation 7.4) and consider emerging landscapes and expectations. Key materiality priorities The Orora sustainability program focuses on six priority materiality aspects common across internal and external stakeholder inputs. These aspects are directly linked to our three sustainability pillars and have shaped the focus areas within Orora’s sustainability approach. Circular Economy Circular Economy Circular Economy Climate Change Community Community 13 ORORA LIMITED ANNUAL REPORT 2024 Sustainability governance Directing our strategy The Orora Board oversees and approves our strategic direction, retains oversight of material sustainability risks and opportunities and the effectiveness of our corporate governance, and operates through the Safety, Sustainability and Environment Committee (SSEC). Our Global Management Team (the CEO and Executive Leadership Team) oversees our corporate sustainability strategy, targets and material sustainability activities. Global Management Team members’ remuneration is tied to a scorecard of performance measures at a Group level, which is used to determine Short Term Incentive (STI) award payable. The scorecard represents the key priority areas for the current year and includes sustainability as a strategic initiative. The Continuous Disclosure Committee (CDC) approves market release of sustainability performance data. Each Orora segment has sustainability as a standing agenda item for all leadership team meetings to govern business strategy and activities, in line with our sustainability strategy. Additionally, Orora delivers sustainability- related education to teams across the business. This can include training on human rights, recycling and recycled content and climate change related issues, as well as education on compliance matters such as ‘greenwashing’. This is provided on a bespoke basis given the significant level of integration of sustainability into Orora’s operations. Orora Group Environmental Policy During FY24, Orora’s Group Environmental Policy was reviewed and updated to reinforce our commitment to environmental stewardship, our emphasis on sustainable practices, climate change mitigation and responsible resource management. The policy focuses on minimising environmental harm and preventing pollution through our operations as well as promoting sustainability throughout our operations and supply chains. The policy ensures legal compliance, sets measurable goals, and involves regular reviews and stakeholder engagement for continuous improvement. Reporting our performance We report on our sustainability activity annually through the Communication on Progress (CoP) to the UNGC, outlining the actions we’ve taken to further implement the UNGC’s Principles on governance, human rights, labour, environment, and anti-corruption. We also continue to support the CDP[1], voluntarily disclosing information under the Climate, Water and Forest Risk sections. As part of our commitment to sustainable operations, we achieved a FY23[2] score of B- for Climate, B- for Water and C for Forest Risk in FY23. Orora also submitted an annual report to the Australian Packaging Covenant (APC) in FY24[3] and was assessed as being in the highest ‘Beyond Best Practice’ category. To further improve Orora’s sustainability disclosures, we have engaged KPMG to provide Limited Assurance across all of the FY24 metrics reported in the Sustainability at Orora section of this Annual Report. A copy of the KPMG Limited Assurance Report is on page 28. [1] CDP, formerly known as the Carbon Disclosure Project. [2] FY22 CDP scores are included in Orora’s FY23 reporting, as CDP releases scores for the prior year each March. [3] APCO 2022 Annual Report and Action Plan for Orora Packaging Pty Ltd: https://ororagroup.com/Orora_APCO_Annual_Report_2022 Our Governance model BOARD SAFETY SUSTAINABILITY & ENVIRONMENT COMMITTEE (SSEC) GMT SUSTAINABILITY COMMITTEE Global Management Team (GMT) & Continuous Disclosure Committee (CDC) Sustainability Working Groups and Projects Our Customers Our Investors Our Communities Our People Beverage Leadership Team Sustainability Governance Australasia OPS Leadership Team Sustainability Governance North America Corporate Sustainability Team & Strategy Promise Our to the Future 14 ORORA LIMITED ANNUAL REPORT 2024 Saverglass – A new dimension to Our Promise to the Future Saverglass has had a well- established Corporate Social Responsibility (CSR) program since 2019, guided by a strategic framework and clear set targets. Underpinned by a commitment to sustainable product development and a dedicated decarbonisation strategy, the program aims to reduce scope 1 and 2 emissions by 50% and scope 3 emissions by 32%, by 2035. The Saverglass CSR pillars of People, Nature and Communities closely reflect Orora’s own while Saverglass’ sustainability targets are equally commensurate. The Saverglass approach to decarbonisation has also attained independent verification. Saverglass has produced an annual CSR Report for the past three years, with the most recent edition published in March 2024. For the purposes of this financial year’s report, Saverglass’ overall commitments and activities will be reported separately from those of Orora. In the seven months since the acquisition completed our teams have been working on incorporating the activities of both businesses to ensure alignment of our targets and commitments and to ensure we effectively deliver against them. Both businesses are also incorporating learnings and best practices from each other. From FY25, Orora will implement a combined and integrated sustainability program and report against it accordingly, reflecting the activities of the combined Group. For FY24, Saverglass CSR highlights include: • The re-commissioning of Furnace 5 at Feuquières as a low-carbon hybrid furnace with up to 30% electricity boost, delivering a 12% reduction of CO2 emissions per tonne of glass produced. • Successfully trialling the use of hydrogen at Feuquières as an alternative future fuel source. • Continuation of testing the development of light weight bottles, with a digital modelling tool adopted by all product development teams. Simulations suggest bottles could weigh between 10-30% less, increasing energy efficiency. • Launch of a Disability in Action Policy. This policy is guided by a steering committee from across all Saverglass sites, which conducted interviews and assessed data to build a plan and define the business disability policy. The policy focuses on several key themes: – Recruitment and integration – Job retention – Communication and training. TARGETS Carbon neutral by 2050 Saverglass has a goal of becoming carbon neutral by 2050 50% Decrease in GHG emissions intensity from its manufacturing processes by 2035 74% Cullet rate in coloured glass in 2025 – cullet replaces raw materials and reduces energy usage with no degradation of quality ACCOMPLISHMENTS 11% decrease in total CO2 emissions over the last 10+ years from regenerators, and the use of cullet and natural gas ~200t polyethylene saved p.a. from recycled plastic pallet covers and single-wrapping 78% organic inks large majority of Saverglass’ decorative concepts are made with organic inks +9% cullet usage in coloured glass from 2015 to 2021 60% of water needs met at the Feuquières plant from rainwater collected from roofs 100% recyclable all of Saverglass’ organic decorative concepts are recyclable Saverglass highlights 15 ORORA LIMITED ANNUAL REPORT 2024 Circular Economy We’re a proven leader in the circular economy Climate Change We’re committed to addressing climate change Community We’re working to enrich our communities At Orora, we care about making a difference. Our approach to sustainability is embedded across our business and central to our strategy and our journey. It’s Our Promise to the Future. Our Promise to the Future 60% recycled content* for Orora glass beverage containers by 2025 This target is aligned with recycled content targets supported by the Australian Packaging Covenant (APCO) organisation. *Pre and post-consumer and excluding Saverglass Net zero emissions by 2050. 40% reduction in emissions by 2035* We are committed to achieving net zero greenhouse gas emissions by 2050 for Scope 1 and 2 and achieving a 40% reduction in greenhouse gas emissions by 2035 for Scope 1 and 2 from FY19. Our pathway between 2035 and 2050 will be confirmed over time and will require advances in technology. *All Climate Change targets exclude Saverglass Prioritising action for our people and our communities We’re focused on initiatives that benefit our teams and our communities through: • Protecting safety, health and human rights • Championing diversity, equity and inclusion. GHG reduction Energy efficiency Renewable energy Climate risk analysis Recycled content Recyclable packaging Recyclable substrates Certification Safety & health Diversity, equity & inclusion Human rights and supply chain Responsible sourcing FOCUS AREAS OUR PROMISE 16 ORORA LIMITED ANNUAL REPORT 2024 Our sustainable approach The key pillars of our program remain to be Circular Economy, Climate Change and Community, which are informed by insights from our materiality assessment. Orora’s sustainability program is well aligned with the Orora values and to the expectations of our people, customers, investors, regulators, and the communities in which we operate. Through our diverse portfolio, we take a broad approach to managing sustainability risks and maximising opportunities. We work across a wide range of focus areas, with some being business or location specific. Many of the activities underpinning our pillars are ongoing and have been central to how we operate for many years. • Increase levels of recycled cullet in our glass containers as we strive towards our target of 60% recycled content by 2025. Fully leverage our beneficiation plant and new sources of cullet. • Expand sources of recycled content for aluminium cans. • Continue to convert North American customers to more sustainable solutions, leveraging the OPS Sustainable Design Lab, Life Cycle Assessment Tools, Sustainability Training and Customer Summits. • Aim to complete Scope 3 accounting. • Launch oxygen plant at Gawler, as one of our integral carbon reduction initiatives. • Continue our work with industry partners to assess the potential use of low carbon fuels to support reduced emissions. • Continue making smart use of energy sources, increasing energy efficiency and expanding electrification. • Roll-out of updated Orora values across the Group, reflecting alignment with Saverglass. • Expand culture shaping workshops across Orora to include Saverglass. • Provide Harassment and Discrimination Prevention training at OPS. • Launch of our DEI&B Council in Australasia. Continue DEI&B activities in North America. Achieved 50% recycled content (cullet) in glass, a significant increase on the 38% achieved in FY23. Achieved an average of 72% recycled content in the aluminium flat sheets and coils used to manufacture beverage cans, an increase on the 57% achieved in FY23. Averaged 56% recycled content in our corrugated board manufactured by OPS, a slight decrease from the 57% achieved in FY23. Expanded our cullet sourcing program, with arrangements now in place with all participating Container Deposit Scheme (CDS) jurisdictions. Implementation of a Circularity Metric for OPS, measuring the amount of recycled content in the products we produce. We achieved 60% in FY24, compared to 57% in FY23. Progression of infrastructure works at Gawler, including structural concrete pour at the oxygen generation plant and procurement of new furnace materials for the G3 rebuild. These works are a critical aspect of our energy efficiency initiatives. Execution of a new wind farm Power Purchase Agreement for 100% renewable electricity for our Cans facility in Queensland, powered by 18 GWh of renewable energy sourced from two local wind projects. Total Scope 1 and 2 greenhouse gas emissions decreased by 13.8% (utilising Market-based factors for Scope 2) and 17.8% (utilising Location- based factors for Scope 2) from the FY19 baseline year. Examination of Scope 3 greenhouse gas emissions continued, with a view to target implementation during FY25. The conversion to EV forklifts continues in OPS with 63% of our current fleet now EV and open orders for more replacements that will drive our conversion to 80% upon delivery. Additionally, we added our first electric tractor trailer to the OPS delivery fleet in FY24. Significant improvement of safety performance across the Group with Recordable Case Injuries decreasing by 43% and Lost Time Injuries decreasing by 38%, compared to FY23. Implementation of key initiatives driven by the 2023 Voice of Orora survey, including a focus on clear communication, collaboration and teamwork. Values workshops conducted with Saverglass to ensure alignment of Orora Group values. Cultural Intelligence workshops held with teams from Australasia and Saverglass designed to identify successful ways of working. Implementation of Orora’s Human Rights Policy, supporting our Human Rights Due Diligence and Supplier Assurance initiatives. OUR FY24 PROGRESS LOOKING AHEAD TO FY25 17 ORORA LIMITED ANNUAL REPORT 2024 Circular Economy Our role in the circular economy is to examine and implement ways to maximise the recycled content of our products, ensuring they can be continually recycled, minimising waste and pollution and reducing greenhouse gas emissions. Our Promise to the Future Sourcing recycled glass cullet We continue to strive towards our target of reaching 60% recycled content in the glass containers we manufacture by 2025. During FY24 we achieved significant growth in the use of recycled glass content in glass, recording an average of 50%[1] up from 38% in FY23. Central to achieving this target is the ongoing expansion of our recycled cullet sourcing program and ongoing development of closed-loop recycling programs with many of our customers, both of which progressed well in FY24. Our supply chain now encompasses the Victorian Container Deposit Scheme (CDS), which commenced operations during the reporting period. With the addition of Victoria, Orora now has cullet sourcing arrangements in place with all participating CDS jurisdictions. We continue to have access to the vast majority of the recycled cullet derived from both the South Australian and Western Australian CDS. We continue to collaborate with CDS coordinators and operators to maximise the use of cullet. Additionally, we continue to focus on fostering strong “closed loop” recycling programs with customers, assisting them to return as much waste product to us as possible, through the provision of equipment and clear guidelines on recyclable material. We continue to work towards maximising the recycled content in our manufactured packaging products and visual solutions. We are focused on innovating to increase the waste glass (cullet) used in our bottles, enhancing the level of recycled content in our cans and producing corrugated board and visual solutions from recycled materials. Additionally, transitioning customers away from single use plastic packaging towards more sustainable solutions remains a key focus for OPS. Increasing capacity at our beneficiation plant Glass can be recycled endlessly by crushing, blending, and melting it together with sand and other starting materials. Our glass beneficiation plant at Gawler in South Australia was commissioned in July 2022 to propel the use of recycled glass cullet and divert more cullet from landfill, reducing the need for virgin materials to be used in production. During FY24, our teams focused on continual improvement and process optimisation at the plant, gradually increasing operational capacity. This increased the amount of recycled product processed by the plant and supports our circular economy goals. Additionally, the use of recycled material in glass making is more energy efficient and produces less emissions from combustion in the furnace than using virgin materials, further reducing greenhouse-gas emissions. A key initiative for FY24 was continuing a comprehensive engagement and education campaign with key industry stakeholders, driven by the leadership team at the beneficiation plant. The focus of this initiative is to increase the level of awareness of recycling standards across the industry and raise the quality of recycled content returned to the plant for processing. OUR PROMISE 60% recycled content[1] for Orora glass beverage containers by 2025 [1] This is calculated based on average recycled content (cullet%) used in production of manufactured glass products at the Gawler site over the 12 month reporting period. 18 ORORA LIMITED ANNUAL REPORT 2024 Our teams work with stakeholders, including customers, suppliers and state- based CDS operators, to articulate quality requirements and assist them to deliver product accordingly. This process has lifted the overall quality of product provided to the plant and has been central to increases in processing capacity – contributing to the improved optimisation of the plant and helping to increase the level of recycled content used in the glass making process. During FY25 Orora will develop a new set of recycled content related targets for the Global Glass business that incorporate Saverglass, ensuring a comprehensive integrated target across the entire business unit. Driving increased use of recycled content across our businesses The aluminium we use to create Orora cans is infinitely recyclable and we return scrap aluminium to manufacturers for recycling. We continue to work with suppliers to increase recycled content in aluminium sheets to enable increased recycled content in our cans. We achieved an average of 72% recycled content in the aluminium flat sheets[2] and coils used to make our cans in FY24, an increase on the 57% achieved in FY23. In North America, we averaged 56% recycled content in the manufacture of OPS’ corrugated board[3], a slight decrease from the 57% achieved in FY23, and we continue to explore new ways to utilise and maximise recycled content. Orora Visual’s program of converting material from PET bottles into printable fabric comprising 100% recycled content also continued to progress in FY24, as we worked with customers to develop more sustainable ways to promote their products and services. This process reduces waste to landfill, removes used plastic from our ecosystem and minimises the use of new raw materials. 31% 38% 38% 50% 60% FY21 FY22 FY23 FY24 TARGET Recycled content (cullet %) progress in manufactured glass products Target: 60% recycled content OPS Sustainability Summits OPS hosted two sustainability summits in FY24, including one at the Sustainable Design Lab in Northern California and a second one in Monterrey, Mexico, in May. These summits are intended to drive customers to adopt more sustainable packaging, through education about making the right choices and the impact of their choices on the environment. Approximately 60 representatives attended the Summit at the Sustainable Design Lab in Newark, CA and more than 80 representatives attended the Monterrey, Mexico event. More than half of these guests were prospects who had not previously been Orora customers. Attendees were given insight into Orora’s capability and expertise in sustainable packaging, including our Life Cycle Assessment tools and the Sustainable Design Lab. The Summit also featured important discussions about Government and regulatory policy and developments in new materials, with the intent of providing guidance on where the industry is headed and the value in adopting sustainable packaging options. Orora’s recycling leadership recognised In June, Ellie King – Plant Manager at the Gawler Beneficiation Plant, won the Manufacturing Leader award at the annual PKN Women in Leadership Awards, which celebrate leadership excellence in the Australian packaging industry. Nominated alongside a strong field of candidates from across the sector, Ellie was acknowledged for her work leading the operations of our glass beneficiation plant and her dedication to raising awareness of recycling standards across the industry. Ellie’s work has been central to increasing our cullet rate since the beneficiation plant came online in FY22 and this award is a very fitting recognition. [2] This is the proportion of pre and post consumer recycled aluminium materials, obtained from supplier attestations for calendar year 2023, used in the production of beverage cans. [3] This is the proportion of recycled board stock, obtained from FY24 supplier attestations, included in the production of OPS’ corrugated board. 19 ORORA LIMITED ANNUAL REPORT 2024 A focus on designing sustainable products Many of our products are made from infinitely recyclable substrates with high material circularity. This means they can be transformed and recreated, time and time again. All Orora primary manufactured substrates are recyclable, increasing the sustainability of our packaging substrates, with a focus on fit-for- purpose applications and reducing waste. At OPS we have been using our life cycle analysis tools to help our customers convert to more sustainable solutions, including corrugated, folding carton and paper pulp. During FY24 we began recycling our corrugated dies at our Sycamore, Illinois location. These dies contain plywood, metal and rubber, which has previously been sent to landfill and are now recycled through a new extraction and sorting process. During FY25 we will explore the expansion of this service to other sites. An important innovation during FY24 was the introduction of a new Circularity Metric for OPS – this is an internal data tool that identifies the proportion of circular materials (materials deemed to be reusable, recyclable, or contain recycled content) that comprise OPS’ total sales. In FY24 our Circularity Metric for Orora Packaging Solution (OPS) is 60%.[1] Circular Product Development A partnership with Flexi-Hex Ltd, which commenced in FY23, progressed positively in FY24. Through the partnership, OPS distribute FSC-certified, fibre-based recyclable sleeves in North America, which provide a sustainable alternative to bubble wrap and foam commonly used for packing. In FY24 we moved to an exclusive partnership arrangement with Flexi-Hex, which will continue into FY25 and beyond. OPS also developed several new innovative products during the year, including the Jarbot™ reusable packaging system for the Fast-Moving Consumer Goods Market, and Helicot™, an entirely paper-based deodorant package. Both products were developed at Orora’s Sustainable Design Lab. Jarbot Jarbot™ is a reuse-optimised packaging system that can be shared by a multitude of brands to store a wide range of products. The challenge for reusable packaging is to create scale and drive down the costs of collection, cleaning and refilling to levels that are close to the cost of single use packaging. By offering a solution that could work for a broad range of products, Jarbot is designed to create scale for sustainable packaging. Helicot Helicot is the first entirely plastic-free deodorant packaging solution to come with an innovative patent-pending helical applicator. Crafted entirely from renewable Forest Stewardship Council (FSC)-certified paper, Helicot greatly reduces the environmental footprint of deodorant packaging in another step towards a truly circular economy. Circular economy (continued) Sustainable Design Lab During FY24 we celebrated the launch of our Sustainable Design Lab – a state-of-the-art facility dedicated to driving innovation in sustainable packaging. The Lab is a key component of the OPS strategy to convert more customers to sustainable packaging. The Lab puts sustainability at the heart of packaging research and design, helping customers understand and measure the environmental impact of different packaging material choices, and then using that insight to design and create more sustainable packaging solutions. [1] This the proportion of circular materials (per Orora’s definitions of materials deemed reusable, recyclable or contain post-consumer recycled (PCR) content obtained from supplier attestations), manufactured and sold by OPS over total OPS sales revenue. 20 ORORA LIMITED ANNUAL REPORT 2024 Climate change We are addressing climate change by understanding the risks and opportunities it poses, reducing gross greenhouse gas emissions across our business and making smart and renewable energy choices to minimise waste. Addressing climate change risk Since the materiality assessment which shaped our sustainability approach, we are constantly examining the sustainability landscape and engaging with stakeholders to identify current and emerging physical and transition risks and opportunities. This informs how we best approach material risks and opportunities as part of our Climate Change pillar. In FY22, we completed our review and implementation of recommendations from the Financial Stability Board’s Task Force on climate-related Financial Disclosures (TCFD) with the support of independent external consultants. In FY25 we will renew our commitment to the TCFD by undertaking another analysis with a more granular focus on our respective business units. The TCFD analysis explored the impact of climate change on Orora under different climate scenarios and did not identify any material risks to Orora. It confirmed that Orora’s current climate change strategy is appropriate, positions us well should any risks become material, and contributes to our long-term sustainable growth. Outcomes of this analysis and actions we have taken to address or capitalise on climate risks and opportunities are available on Orora’s website (ororagroup.com). Our ongoing work and efforts to reduce gross greenhouse gas emissions and further understand potential impacts of climate change on our operations and investments recognises our obligations under Principle 7 of the UNGC, which requires businesses to support a precautionary approach to environmental challenges. It also reflects our ongoing commitment to assessing and measuring our exposure to material risks in accordance with the ASX Corporate Governance Council’s Recommendation 7.4 and other regulatory expectations. Investment and innovation to reduce our climate impact We are targeting net zero Scope 1 and 2 emissions by 2050 and are focused on achieving a 40% reduction in these emissions by 2035 from a FY19 baseline. Our work to reduce our gross greenhouse gas emissions across the Group has been central to our sustainability approach for the past eight years. We have a plan to achieve our 2035 goal, based on continued reductions through focused investment, the application of new technology, utilising increased recycled content in our manufactured products and deploying renewable electricity sources. Our FY24 Scope 1 and 2 emissions reductions demonstrate that we are on track to achieve our goal. Additionally, Orora’s approach to emissions reduction prioritises taking proactive steps, through the adoption of new technologies and renewable energy sources, among other things, without the use of carbon offsets. Offsets will only be used as an element of our strategy where required by legislation, for example in meeting potential compliance requirements in Australia, or when it has proven difficult to achieve emissions reductions through our stated approach. Ongoing innovation to increase the recycled content in our beverage containers contributes to the circular economy, generates less waste and reduces our greenhouse gas emissions. It should be noted that during FY25 Orora will develop a new set of Climate Change related targets that incorporate Saverglass, ensuring a comprehensive integrated target across the Group. Bottle and Can Light Weighting During FY24 we continued to explore techniques to further reduce the weight of our bottle and can products, with a view to making the manufacturing process more energy efficient and reduce our emissions output. Having launched a range of lightweight bottles in recent years we have established ourselves as a leader in this field. We further build on our contribution to the decarbonisation of the wine industry through the acquisition of Saverglass. During FY24, Saverglass teams introduced a digital simulation tool designed to model and test lightweight bottles, with early results demonstrating up to a 30% reduction in bottle weight may be achievable. OUR PROMISE Net zero emissions by 2050. 40% reduction in emissions by 2035. Our Promise to the Future 21 ORORA LIMITED ANNUAL REPORT 2024 During FY25 we will continue to focus on lightweighting and lead beverage industry decarbonisation through our global network of expertise. Our cans business also made good progress during the year, introducing our lightweight can products to new customers and locations where they had not previously been adopted. Oxygen Plant & G3 Rebuild Projects Nearing Completion In FY23, we commenced site preparations for the upgrade of our G3 furnace to oxyfuel technology at our Gawler glass manufacturing plant in South Australia. During FY24 these projects progressed well, with furnace materials and equipment successfully procured for the G3 furnace rebuild. Engineering, civil earthmoving and structural concrete works commenced for the oxygen generation plant. Both projects are expected to be operational during FY25. Following this upgrade, the G3 furnace will move into the top 10% of energy efficient furnaces worldwide. It will not only deliver a step-change reduction in fossil fuel use, but also reductions in nitrogen oxide and carbon dioxide emissions, providing customers with a more sustainable option. Orora’s FY24 emissions performance Since FY19 we have reduced emissions by 17.8% (Location-based factors Scope 2) and 13.8% (Market-based factors Scope 2), as demonstrated in the graphs. Addressing Scope 3 This year we continued our examination of Scope 3 requirements for Orora, and we expect that Scope 3 accounting will be implemented during FY25. Energy efficiency and smart use of energy sources Our drive for energy efficiency continued in FY24, as we identified opportunities for continuous improvement as part of operations optimisation. In North America, the electrification strategy for the OPS fleet progressed well during the year. The business’ first electric delivery tractor (prime mover) commenced service in FY24, while several more electric trucks are planned for introduction to the fleet. More than 40 lithium-electric forklifts have been ordered and will be gradually introduced into service at OPS sites over coming periods. Orora Visual began the roll out of a new series of large format digital printers, with the first installed during FY24 and three more to be operational during FY25. The new printers are expected to increase energy efficiency by up to 70% and will see the phase-out of four old units. The full implementation of a water and chemistry-free plate-making and cleaning process, which was initiated during FY23, was completed across all Orora Visual locations in FY24. This process led to a reduction in water usage of more than 764,000 litres during the year. We remain focused on efficiency in gas and electricity use to further reduce our greenhouse gas emissions. Orora has been a very early adopter of using renewables in manufacturing, and finding alternative ways to purchase, produce and use electricity to help ensure we can make smart use of available renewable electricity sources. 78% of the electricity used by Orora Beverage in Australia in FY24 came from renewable sources. Our long-term Power Purchase Agreements (PPAs) with renewables providers continue to supply wind generated electricity to Beverage operations on Australia’s east coast. We were pleased to execute a new wind farm Power Purchase Agreement (PPA) for 100% electricity consumption for our Cans facility in Queensland. Under the new agreement with Queensland Government-owned CleanCo, the Rocklea facility will be powered by 18 GWh of renewable energy sourced from two local wind projects, Kaban Green Power Hub and Macintyre Wind Farm, for a minimum period of five years. The completion of this agreement, combined with existing solar and wind farm PPA’s, provides Orora with renewable electricity coverage at all of its eastern seaboard sites. As we prepare for the energy transition that lies ahead, we will take a balanced and economically prudent approach to our energy resource mix. Working with global partners and local industry groups that share our goals, we continue to examine opportunities for Orora to transition to lower emissions technologies. We continue to collaborate with the International Partners in Glass Research (IGPR) and its formative work in exploring the development of zero-carbon glass bottles. During FY24, the IGPR made progress on the initiative, commencing construction of a small prototype glass melting tank designed to conduct research and design work. The project aims to reduce emissions by eradicating carbon dioxide completely from both the energy input and raw material perspectives of glass production. We look forward to further progress on this during FY25. Eco Targets drive focused improvements Orora’s Eco Targets, the second set since Orora commenced operation in 2013, aim to reduce our CO2 emissions, waste to landfill and water use over five years from a baseline of FY20, through to 30 June 2024. In this last year of Orora’s current Eco Target cycle we achieved our FY24 goals in our Distribution business, however Eco Target performance declined this year in the Production business primarily due to declining production volumes which made it extremely difficult to achieve the target ratios. As this is the last year of the current Eco Target cycle, Orora will undertake work during FY25 to develop and launch a new set of Eco Targets that will also encompass Saverglass, ensuring there is a comprehensive regime in place across the Group. Our Promise to the Future 22 ORORA LIMITED ANNUAL REPORT 2024 Target: 5% reduction in emissions ratio intensity CO₂e emissions CO₂e absolute (kt) CO₂e intensity FY24 FY23 FY22 FY21 FY20 CO₂e intensity: Production 332.4 0.438 0.411 0.410 343.6 336.3 0.453 0.455 321.6 303.7 CO₂e intensity: Distribution CO₂e absolute (kt) CO₂e intensity FY24 FY23 FY22 FY21 FY20 25.9 0.0602 0.0613 0.0546 25.5 22.7 0.0489 0.0442 20.2 19.0 Waste to landfill intensity: Production FY24 FY23 FY22 FY21 FY20 Waste to landfill absolute (t) Waste to landfill intensity 2,582 0.0034 0.0033 2,289 2,677 0.0042 0.0036 2,969 2,430 0.0027 Waste to landfill intensity: Distribution FY24 FY23 FY22 FY21 FY20 7,180 0.0188 0.0168 0.0172 6,333 Waste to landfill absolute (t) Waste to landfill intensity 6,351 0.0154 5,799 0.0153 6,195 Water intensity: Production FY24 FY23 FY22 FY21 FY20 Water absolute (kL) Water intensity 578,919 0.763 0.749 0.772 626,286 632,874 0.939 1.058 667,193 706,057 Water intensity: Distribution Water absolute (kL) Water intensity FY24 FY23 FY22 FY21 FY20 89,117 0.382 0.311 0.326 74,889 80,491 0.215 0.245 52,959 59,964 26.6% 3.9% Waste to landfill Target: 5% reduction in waste to landfill ratio intensity 5.9% 18.6% Target: 5% reduction in water use ratio intensity Water use 38.7% 35.9% Performance against Eco Targets[3][4][5] FY24 FY23 FY22 FY21 FY20 FY19 GHG reduction progress*: Location-based factors Ktonnes CO₂e Ktonnes CO₂e 17.8% 13.8% Scope 1 GHG Total Scope 2 Location Scope 1 GHG Total Scope 2 Market 255 260 257 255 104 276 117 369 359 342 109 102 87 232 91 323 359 393 FY24 FY23 FY22 FY21 FY20 FY19 GHG reduction progress*: Market-based factors 255 260 257 255 166 421 434 434 426 174 177 171 276 180 455 392 232 160 * From FY19 baseline to FY24 * From FY19 baseline to FY24 Our progress on greenhouse gas emissions reduction[1][2] [1] Covers 1 July 2023 to 30 June 2024 and includes all Orora Group entities. All actual kilotonnes have been rounded to the nearest hundred. Scope 1 and 2 greenhouse gas emissions are measured in tonnes of carbon dioxide equivalents. Scope 1 emissions include natural gas, raw material combustion in furnace for glass, transport and LPG. Scope 2 emissions include indirect emissions from consumption of purchased electricity utilising Market-based and Location-based factors as stated. Both Market and Location-based emissions factors for the consumption of purchased electricity from the grid are updated annually to reflect changes in energy mix. Scope 1 and 2 emissions are reported for Australian operations utilising the NGER Act and under the GHG. Protocol Standard for operations outside of Australia. The Market based factor Scope 2 emissions for FY23 have been restated to 171 from 178 kilotonnes as stated in the FY23 Annual Report through the use of a more accurate emissions factor. [2] Scope 2 Greenhouse gas emissions using market based factors for FY23 have been restated from those disclosed in the 2023 Annual Report due to the application of a corrected emissions factor used for electricity consumed at Australian sites, this has changed the FY23 figure from 178 kilotonnes CO2e to 171 kilotonnes CO2e. [3] All data relates to the period 1 July 2023 to 30 June 2024. Eco Target CO2 emissions are calculated as per footnote 1 relating to Greenhouse Gas Emissions Reductions, but utilising Location-based factors for Scope 2 emissions. Waste to landfill includes solid waste that is not diverted to other streams e.g., reused, recycled, repurposed, composted or converted to energy. Water use is measured in kilolitres (‘000 L). Waste to landfill and Water scope is for all activities under operational control of Orora Group. [4] Production facilities include Beverage facilities in Australia and New Zealand and for OPS CorruKraft and MPP facilities in North America. Distribution facilities include all other sites including Landsberg, Pollock and Orora Visual in North America. Eco Targets are measured as ratios against metrics that reflect the primary business activities of Orora and are divided into metrics for production of packaging (measured against tonnes produced) and distribution of packaging (measured against floor space square metres). [5] EcoTarget ratio figures for the Distribution business have been restated from those disclosed in the 2023 Annual Report due to a review distribution of floor space square metres at OPS sites (as follows): CO2e FY20 .0757 to .0602, FY21 .0746 to .0613, FY22 .0665 to .0546, FY23 .0595 to .0489, Waste to Landfill FY20 .0245 to .0188, FY21 .0209 to .0168, FY22 .0228 to 0.0172, FY23 .0192 to .0154, Water FY20 .435 to .382, FY21 .367 to .311, FY22 .384 to .327, FY23 .261 to .215. The FY23 Waste to landfill Distribution EcoTarget tonnes have been restated from 5753 t as stated in the FY23 Annual Report to 5799 t due a correction in estimated data for 4 OPS sites. The FY23 Water Intensity Distribution kilolitres have been restated from 51841 kl as stated in the FY23 Annual Report to 52959 kl due to a correction in estimated data for 5 OPS sites. 23 ORORA LIMITED ANNUAL REPORT 2024 Lost Time Injury[3] Frequency Rate (LTIFR) Recordable Case Frequency Rate (RCFR) 1.7 2.0 2.5 2.6 FY24 FY23 FY22 FY21 FY20 7.1 6.8 7.2 9.5 1.6 5.4 Community We are enriching the lives of our teams and communities by protecting safety, health and human rights, and championing diversity, equity and inclusion, guided by the Orora Values. Our Promise to the Future Our FY24 Safety performance A concerted focus on continuous safety improvement across the Group during FY24 led to a pleasing improvement in our safety performance. Lost Time Injuries decreased by 38% compared to FY23 while Recordable Case injuries reduced by 43%, reflecting our focus on heightened communication, continuous improvement activities and existing programs to identify hazards and manage risks before they lead to injury or illness. OUR PROMISE Prioritising action for our people and our communities We continued to roll out our FY23- FY25 Global Health & Safety strategy during the year. Our Strategy was developed in consultation with key stakeholders across Orora and builds on work completed as part of our Global Integrated Safety Improvement Plan (GISIP). Key elements included building awareness of high-risk activities through improved communication, incident reporting and governance processes. Our improved performance in FY24 reflects the effective implementation of the global strategy and its focus on clear communication and empowering our team members to take ownership of safety in the workplace. This was manifested through a targeted communications program designed to reinforce and promote the 10 Orora Stay Safe Rules, Take 5 and Stop Work – initiatives designed to encourage team members to identify hazards and assess risk, and make an immediate decision to stop work in the event of a potential safety issue. Serious Injury or Fatality (SIF) Prevention Ongoing improvements in reporting as part of our SIF Prevention Program saw an equal number of potential SIFs reported in FY24 38[1] compared to FY23 38. There were no serious injuries or fatalities during the year. Health and Safety governance Over the past four years, we have embedded Health and Safety governance through the Board Safety, Sustainability and Environment Committee (SSEC), the Global Management Team (GMT), and the Health & Safety Leadership Team (HSLT). This structure sets a strong foundation for our One Orora approach to safety, executed through our Strategy, and includes quarterly and annual reporting. [1] Relates to the number of potential Serious Injuries or Fatality (SIF) instances in FY24. A SIF event is an incident or near miss that results in or has the potential to produce a fatal or life-altering injury or illness to an employee, visitor or contractor while working for Orora or on an Orora site. [2] Orora’s injury rates are measured using two key metrics, Recordable Case Frequency Rate (RCFR) and the Lost Time Injury Frequency Rate (LTIFR). LTIFR is determined by dividing the total number of Lost Time Injuries in a 12-month period by the total number of hours worked in the same 12-month period, then multiplying by 1,000,000. RCFR is determined by dividing the total number of Recordable Case Injuries (Lost Time Injury, Restricted Work Case & Medical Treatment Injury) in a 12-month period by the total number of hours worked in the same 12-month period, then multiplying by 1,000,000. [3] Lost Time Injury (LTI) is defined as a work-related injury or illness resulting in a worker being unable to work for a full scheduled shift (other than the shift in which the injury occurred). A full scheduled shift is regardless of shift length or duration (e.g., two hours or 12 hours). The LTI must be certified by a medical professional. Safety performance[2] 24 ORORA LIMITED ANNUAL REPORT 2024 Critical Control Checklists Central to our improved performance in FY24 were efforts by our operational sites in completing Critical Control Checklists for all 10 Stay Safe Rules, in order to verify that critical controls for our highest risk activities are in place and effective. Orora Health and Safety Procedures Several Orora Health and Safety procedures have now been deployed through the GISIP Operational Steering Committee, related to our highest- risk activities (i.e. Stay Safe rules). The full suite of procedures will be complete in FY25. This is supported by the GMT to drive best practice through standardisation at our sites and ensure our team members are safe. Global Safety Assurance Audit Program A Global Safety Assurance Audit Program, including Australasian and North American sites was successfully conducted in FY24. The intent of the program is to verify the implementation of the global safety strategy, providing assurance that critical safety risks are managed effectively across all sites. Teams have begun developing actions plans to implement required improvements where necessary. Saverglass sites will be included in this program from FY25. Continuous Improvement Enhancements to our Risk Management Database, SHE Assure Audit Module, were implemented in FY24 to provide accurate reporting and detailed risk ranked audit findings, which has resulted in increased accountability and prompt action. Safety Leadership Tours In FY23 we referenced the relaunch of safety leadership tours, interactions between senior leaders and team members, providing visibility and demonstrating safety is a shared responsibility no matter where our team members work. This was reinforced further in FY24 with the introduction of a safety metric for senior leaders which includes a requirement of four safety leadership tours per year, designed to again showcase the importance of safety at all levels. Safety leadership tours have also been introduced at Saverglass. Safety at Saverglass A commitment to health and safety has long been an integral part of the Saverglass culture. The Saverglass safety program is led by a Safety Committee, which sits monthly and is composed of factory managers, safety coordinators and representatives of head office. The committee sets targets, allocates resources and implements strategies for each site, with a view to driving continuous improvement and embedding a safety- focused culture. Programs to implement the integration of Saverglass into Orora’s Health & Safety governance framework and systems have progressed well since the acquisition completed. Consistent with many shared aspects of Orora and Saverglass, our safety cultures are well aligned. From FY25, health and safety strategy, activity and reporting will be aligned to include Saverglass and present a Group- wide perspective. Orora Values – Stronger Together with Saverglass Our values help shape our One Orora culture, guide our decision making, balance our priorities and are a fundamental part of our brand and identity. They are essential for building a cohesive team and providing a common direction for Orora’s growth and success. In FY24 we worked with Saverglass to consider what united us, and where we have consistency in our Values. It was clear we were very much aligned, and the Orora values of Teamwork, Passion, Respect and Integrity resonated very strongly with the Saverglass team. Therefore, whilst our core values remain the same, we have adopted some of the Saverglass language into our descriptors to ensure we embrace and respect the nature of our global teams. Women in Leadership at Orora (WILO) FY24 marked the eighth year of WILO and therefore the eighth cohort of Orora women to undertake the program. These team members join the 155 alumni who have participated in WILO since its inception – many of whom have gone on to lead in a variety of ways and roles at Orora. WILO is based around three key areas: Self-awareness, collaboration, and courage, with workshops designed to nourish growth and encourage participants to step out of their comfort zones, embrace challenges and develop their leadership skills. Additionally each WILO is paired with a Coach who also supports and guides them through the program. 25 ORORA LIMITED ANNUAL REPORT 2024 Our Promise to the Future The Voice of Orora – Focused Engagement Activity for FY24 In FY23, more than 4,600+ team members across the Group had the opportunity to share their views in the ‘Voice of Orora’ employee engagement survey, with a participation rate of 74%. Our overall engagement score of 75%, demonstrated a high level of employee engagement where we also outperformed the general and manufacturing industry standard scores by 7%. In FY24, we focused on driving a high level of employee engagement through improved collaboration and teamwork. Communication within each of our Business Units and across Orora was also a key priority, ensuring that our team members receive relevant and timely information from their leaders. The next Voice of Orora Survey is scheduled for FY25 and will include Saverglass team members. Our Orora culture program The One Orora culture program is dedicated to elevating our workplace from ‘good’ to ‘great,’ fostering an innovative, high-performing, and inclusive environment. In FY24 we surveyed a group of our most Senior Leaders, to understand their perspectives on the Orora Culture Program since its implementation in FY22. Pleasingly, the results of the survey saw us outperform the external global benchmark (comprising 250 companies of a similar size) in a number of key focus areas, including belief in Orora’s direction and purpose, a strong sense of collaboration and trust and customer focused behaviours. More broadly, the Culture Program progressed well in FY24. More than 650 team members globally have now participated in our culture shaping workshops, an increase from 222 at the end of FY23. These workshops are held at various Orora sites within both Australasia and North America and are led by specially trained facilitators, themselves Orora Leaders. During FY24, we also introduced our Senior Leader Culture Recharge series, bringing together senior leaders from across OPS and Global Beverage to connect, provide feedback and share key learnings. In FY25, Saverglass will be included in the One Orora culture program. Cultural Intelligence Workshops To support ongoing work to bring Orora and Saverglass together, a series of Cultural Intelligence workshops were deployed across Australasia and Saverglass to help us understand how our diverse cultures may manifest in the workplace and ways of working. These sessions were designed to gain shared insights and understanding of our diverse cultures and to identify opportunities to build effective and successful working relationships both now, and as we continue to implement our new Global Glass business for the longer term. Diversity, Equity & Inclusion (DE&I) We are creating vibrant Orora workplaces that reflect the broad and rich diversity of the communities in which we operate. We continued our DE&I activities this year in accordance with our DE&I Policy and in pursuit of the measurable objectives approved by the Board. Our Corporate Governance Statement contains further information on our measurable objectives for achieving gender diversity. One of these objectives is a target of 30% female new hires. In FY24, females represented 40% of our senior leaders, an increase from 37% in FY23. A weighting toward recruitment in manufacturing roles during the year – traditionally male dominated – resulted in a female new hire figure slightly lower than the 30% objective, at 28%.[1] Some of the highlights of our DEI activities throughout FY24 include: • We again celebrated the diversity of the LGBTIQ+ community across the globe during Pride Month through Orora Proud. An Orora Proud Resource Group was initiated in OPS, which officially represented the business at the Nashville Pride Parade in June. • The official title of the OPS DE&I Council evolved to introduce a “B” for Belonging, making our expanded focus Diversity, Equity, Inclusion and Belonging. The Council launched a new intranet site to engage team members on a range of Council activities, DE&I topics and offer mental health support and resources. • A newly established Mental Health Employee Resource Group (ERG) brought “Wellness Rooms” to 25 North America facilities, providing additional support to the belonging and engagement of our team members. • We continued to deliver Unconscious Bias training to leaders in North America. • In Australia, the “IBelong Call it Out” program was delivered across all Cans sites, after senior staff were trained to facilitate the program in FY23. IBelong promotes a psychologically safe workplace, free from bullying, harassment, discrimination and negative behaviours. • In Australasia, an ANZ DEI&B Council launch is set for early FY25, with preparatory work completed in FY24. • In our Saverglass business a key highlight included the launch of a Disability Policy in Action. This policy is guided by a steering committee from across all Saverglass sites, which conducted interviews and assessed data to build a plan and policy designed to support people living with Disability. The plan focuses on three key themes: — Recruitment and integration — Job retention — Communication and training [1] Proportion of new female external hires over total Orora group external hires for FY24. An external hire is defined as anyone who has been employed by Orora in a permanent position, regardless of whether they have worked for Orora previously. 26 ORORA LIMITED ANNUAL REPORT 2024 Recognising Orora Heroes The annual Orora Hero program was again successfully run in FY24, with 119 individuals and teams recognised for their achievements and contributions to Orora across seven categories: Our People, Customer Focus, Safety, Financial Discipline, Innovation, Sustainability and Operational Excellence. Protecting Human Rights Launch of Human Rights Policy During FY24, we published the Group’s first Human Rights Policy, outlining our approach to supporting labour and human rights across our global operations and supply chains. The Policy details our commitment to human rights based on adherence to both local and international principles. Our commitment to human rights focuses on protecting the fundamental rights of individuals within our organisation and throughout our supply chain. The Policy establishes a clear due diligence process for assessing our potential impact on human rights and includes a governance framework to oversee its implementation. The Policy will be reviewed and updated at least every two years. Supply Chain Integrity We oppose all forms of slavery in our operations and the operations of our suppliers, and are committed to protecting and respecting human rights. In FY24, Orora reaffirmed our commitment to mitigating modern slavery risks across our operations and supply chains, aligning with the Australian Commonwealth Modern Slavery Act 2018. Our approach to addressing modern slavery risks is multi-faceted, involving detailed assessments, robust frameworks, and training and awareness initiatives. This approach to mitigating modern slavery risks is underpinned by a strong governance framework that aligns with the UN Guiding Principles on Business and Human Rights. During FY24 we took steps to strengthen our Supplier Assurance Framework (SAF) for new suppliers in Australasia. This framework is designed to ensure that new suppliers meet our stringent ethical standards and comply with modern slavery regulations. The SAF is an evolving tool that has been expanded to include suppliers in North America, reflecting our commitment to global consistency in ethical supply chain management. Recognising the importance of awareness and education, we also introduced modern slavery awareness materials and training for all team members during the year. These resources are designed to equip team members with the knowledge and tools necessary to identify and address modern slavery risks in their daily operations. This initiative forms part of our broader effort to foster a culture of ethical awareness and responsibility across the organisation. In FY25 we will continue to conduct supplier assessments, enhance due diligence processes, and expand our training programs. Other focus areas for FY25 will include further development of the SAF, additional regional reviews, and ongoing education for employees and suppliers. Supplier Conduct and Assurance Orora continued to apply our Supplier Code of Conduct and Ethics Policy, which sets minimum standards for our suppliers’ conduct and supply chains in line with our values, our commitment to the Ten Principles of the UNGC and other legislative requirements. This Policy complements our Code of Conduct and Ethics Policy and is supported by our Supplier Assurance Framework (SAF). The SAF helps us identify and mitigate potential human rights issues with our direct suppliers. We use a risk assessment tool to identify any high risks, which in some cases may be further assessed through Sedex (Supplier Ethical Data Exchange) or EcoVadis. Suppliers must successfully mitigate any risks via an agreed corrective action plan and may be unable to partner with Orora if unsuccessful. Celebrating 10 Years Strong Every December, we celebrate Orora Day which marks the day Orora was first listed on the ASX in 2013 and emerged as an independent company. In December 2023, Orora Day held even more significance as we celebrated a key milestone – our tenth anniversary of being listed on the ASX. Our tenth anniversary celebrations were based around the theme ’10 Years Strong’ to recognise the strength of the business we have built over the past 10 years. Team members participated in celebrations by hosting Orora Day events at their sites, creating decorative displays and dressing up based on the theme. Our team members also created a video celebrating the diversity of our business which was played across Orora sites globally. 27 ORORA LIMITED ANNUAL REPORT 2024 KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation. Independent Limited Assurance Report to the Directors of Orora Limited Conclusion Based on the evidence we obtained from the procedures performed, we are not aware of any material misstatements in the Selected Sustainability Information, which has been prepared by Orora Limited, in accordance with the criteria for the year ended 30 June 2024. Selected Sustainability Information The Selected Sustainability Information comprises the following material sustainability metrics in the Orora Limited (Orora) Annual Report for the year ended 30 June 2024. The Selected Sustainability Information covers Orora’s Group operations, excluding Saverglass, in Australia, United States, New Zealand, Canada and Mexico, unless otherwise noted. Selected Sustainability Information FY24 Unit Selected Sustainability Information FY24 Unit Climate Change Circular Economy Scope 1 GHG Emissions 232 ktCO2e Circularity Metric for OPS 60 % Scope 2 GHG Emissions (Location- Based) 91 ktCO2e Recycled Content in Aluminium Cans 72 % Scope 2 GHG Emissions (Market- Based) 160 ktCO2e Recycled Content in Corrugated Board Manufactured by OPS 56 % Renewable Energy Percentage (Orora Beverage in Australia) 78 % Recycled Content (Cullet %) in manufactured Glass Products (Australia) 50 % CO2e Intensity: Production 0.455 ratio Community and Health and Safety CO2e Intensity: Distribution 0.0422 ratio Recordable Case Frequency Rate (RCFR) 5.4 ratio Water Intensity: Production 1.058 ratio Serious Injury Fatalities (SIF) 38 count Water Intensity: Distribution 0.245 ratio Lost Time Injury Frequency Rate (LTIFR) 1.6 ratio Waste to Landfill Intensity: Production 0.0036 ratio Diversity – New Female External Hires 28 % Waste to Landfill Intensity: Distribution 0.0153 ratio Criteria The Selected Sustainability Information has been prepared in accordance with Orora’s management measurement methodologies, which aligns with industry standards including the World Resources Institute (WRI) and the World Business Council for Sustainable Development (WBCSD) GHG Protocol Corporate Accounting and Reporting Standard. A summary is provided in the data footnotes in the Annual Report (“the criteria”). Basis for Conclusion We conducted our work in accordance with Australian Standard on Assurance Engagements ASAE 3000 (Standard). In accordance with the Standard we have: • used our professional judgement to plan and perform the engagement to obtain limited assurance that we are not aware of any material misstatements in the Selected Sustainability Information, whether due to fraud or error; • considered relevant internal controls when designing our assurance procedures, however we do not express a conclusion on their effectiveness; and • ensured that the engagement team possess the appropriate knowledge, skills and professional competencies. Summary of Procedures Performed Our limited assurance conclusion is based on the evidence obtained from performing the following procedures: • Interviews with senior management and relevant employees to understanding the internal controls, governance structure and reporting process of the Selected Sustainability Information; • Site visit to Orora Glass manufacturing facility, Gawler, South Australia; • Assessment of operational control and reporting boundaries, including GHG emission categories for Climate Change metrics, the treatment of employees for Community metrics and recycled content categories for Circular Economy metrics; • Walkthroughs of key data sets and detailed analytical procedures; • Desk-top reviews of Australia, US, Canada, Mexico and NZ data, and interviews with site managers; • Recalculating datasets for percentage recycled content, emissions and waste metrics; Independent Limited Assurance Report to the Directors of Orora Limited 28 ORORA LIMITED ANNUAL REPORT 2024 KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation. • Agreeing the Selected Sustainability Information back to underlying sources. This includes testing a sample of invoices for environment metrics, supplier attestations and shipping notices for circular economy metrics and head count and finance data for community metrics; • Assessing emission factor sources and re-performing emission factor calculations • Assessing the suitability of the criteria, including key assumptions; and • Reviewing the Orora Annual Report 2024 in its entirety to ensure it is consistent with our overall knowledge of the assurance engagement. How the Standard Defines Limited Assurance and Material Misstatement The procedures performed in a limited assurance engagement vary in nature and timing from and are less in extent than for a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed. Misstatements, including omissions, are considered material if, individually or in the aggregate, they could reasonably be expected to influence relevant decisions of the Directors of Orora. Inherent Limitations Inherent limitations exist in all assurance engagements due to the selective testing of the information being examined. It is therefore possible that fraud, or error may occur and not be detected. Non- financial data may be subject to more inherent limitations than financial data, given both its nature and the methods used for determining, calculating, and estimating such data. The precision of different measurement techniques may also vary. The absence of a significant body of established practice on which to draw to evaluate and measure non-financial information allows for different, but acceptable, evaluation and measurement techniques that can affect comparability between entities and over time. Use of this Assurance Report This report has been prepared for the Directors of Orora for the purpose of providing an assurance conclusion on the Selected Sustainability Information and may not be suitable for another purpose. We disclaim any assumption of responsibility for any reliance on this report, to any person other than the Directors of Orora, or for any other purpose than that for which it was prepared. Management’s Responsibility Our Responsibility Management are responsible for: • determining that the criteria are appropriate to meet their needs; • preparing and presenting the Selected Sustainability Information in accordance with the criteria; and • establishing internal controls that enable the preparation and presentation of the Selected Sustainability Information that is free from material misstatement, whether due to fraud or error. Our responsibility is to perform a limited assurance engagement in relation to the Selected Sustainability Information for the year ended 30 June 2024 and to issue an assurance report that includes our conclusion. We have complied with our independence and other relevant ethical requirements of the Code of Ethics for Professional Accountants (including Independence Standards) issued by the Australian Professional and Ethical Standards Board, and complied with the applicable requirements of Australian Standard on Quality Management 1 to design, implement and operate a system of quality management. Our Independence and Quality Management KPMG Sarah Newman Partner Melbourne 14 August 2024 29 ORORA LIMITED ANNUAL REPORT 2024 Group financial review summary 30 ORORA LIMITED ANNUAL REPORT 2024 Income statement[1] AUD million 2024 2023 Sales revenue 4,697.6 4,291.3 Earnings before significant items, interest, depreciation, amortisation and related tax 616.4 443.5 Depreciation and amortisation (212.4) (123.0) Earnings before significant items, interest and related income tax expense 404.0 320.5 Significant items (40.4) (26.0) Earnings before interest and related tax expense 363.6 294.5 Net financing costs (103.1) (47.5) Income tax expense (75.3) (62.2) Profit for the financial period 185.2 184.8 Balance sheet[2] AUD million 2024 2023 Cash 274.7 58.4 Other current assets 1,660.0 1,199.3 Property, plant and equipment 1,756.9 806.5 Right-of-use lease assets 345.9 180.7 Goodwill and intangible assets 1,732.3 440.1 Other non-current assets 222.9 116.8 Total assets 5,992.7 2,801.8 Borrowings 1,998.4 832.4 Lease liabilities 419.5 227.6 Payables and provisions 1,483.1 941.6 Total equity 2,091.7 800.2 Total liabilities and equity 5,992.7 2,801.8 Cash flow[3] AUD million 2024 2023 Earnings before significant items, interest, depreciation, amortisation and related tax 616.4 443.5 Right-of-use asset lease payments (97.1) (65.6) Non-cash items 24.8 25.0 Movement in total working capital (46.9) (84.8) Net base capital expenditure (100.2) (48.2) Underlying operating cash flow 397.0 269.9 Cash significant items (55.8) (34.4) Operating free cash flow 341.2 235.5 [1] As reported in the segment note contained within the financial statements (refer note 1) with the exception of net unallocated financing costs and income tax expense, which is not included in the segment note. [2] IFRS compliant information extracted from the audited financial statements. [3] Operating free cash flow includes principal lease and interest payments associated with Right-of-Use (ROU) assets as reported per the segment note in the financial statements (refer note 1). Revenue Sales revenue for the year was $4,697.6 million, up 9.5% on FY23. On a constant currency basis, sales revenue was up 7.7%. Revenue includes seven months of Saverglass after completion of the acquisition on 1 December 2023. Excluding Saverglass, revenue was down 7.0% or 8.8% on a constant currency basis. OPS revenue was down 8.4% to $2,981.3 million. In local currency terms, revenue was down 10.8% to US$1,954.5 million, largely reflecting a decline in broader manufacturing industry activity and the flow-through impacts of price deflation. Global Beverage revenue increased 65.5% to $1,716.3 million, which includes Saverglass revenue of $705.4 million (€427.6 million). Excluding Saverglass, revenue decreased 2.5% to $1,010.9 million. This reflects record production in Cans (2.5% growth) which was offset by a reduction in pass through aluminium prices and lower volumes in wine and beer glass. Earnings before interest and tax Underlying EBIT was $404.0 million, up 26.0% on the prior year (up 24.6% on a constant currency basis). Excluding Saverglass, EBIT increased 0.9% to $323.4 million. OPS delivered a resilient performance despite lower revenue with reported EBIT flat at $167.0 million (down 2.7% on a constant currency basis). This was achieved through the focus on reducing operating costs, the benefits from site rationalisation and the ongoing customer profitability review. The EBIT margin for OPS increased 50bps to 5.6%. Global Beverage EBIT increased 54.6% to $237.0 million. Excluding Saverglass EBIT increased 2.0% to $156.4 million. This reflects continued Cans production growth and production efficiencies and active cost management partly offset by ongoing soft demand for Australian commercial wine. US dollar earnings were translated at AUD/USD ~65.6 cents in FY24, compared to ~67.3 cents in the prior year. ORORA LIMITED ANNUAL REPORT 2024 31 Significant item expense During the period Orora recorded a significant item of $38.5 million after tax ($40.4 million pre-tax) relating to costs associated with the acquisition of Saverglass. Balance sheet Orora’s total assets more than doubled to $5,992.7m since June 2023 mainly due to the acquisition of Saverglass. This acquisition added net assets of $1,612.1m comprised of assets of $2,566.8m and liabilities of $954.7m. The difference between net assets acquired and the purchase price of $2,276.2m (€1,381.0m) is goodwill of $664.1m (€402.9m). Excluding the impact from the acquisition of Saverglass, assets decreased moderately with accounts receivable and inventory lower. Inventory levels decreased in North America, largely driven by lower volumes in Distribution, and Saverglass, partially offset by Glass finished goods. This more than offset an increase in property, plant & equipment from the ongoing investment in growth capex for Cans and the G3 furnace project for Glass. Net debt increased by $979.5m to $1,753.5m, attributable to the acquisition of Saverglass. Cash flow The strong cash flow generation of the group is evident with underlying operating cash flow of $397.0m, an increase of 47.1% due to the acquisition of Saverglass. Excluding Saverglass, underlying operating cash flow increased 7.9% to $291.4m with an improvement in working capital in Australasia (one-off inventory cost impacts in FY23) and higher EBITDA more than offsetting higher base capex due to the G3 furnace rebuild. Operating cash flow for OPS was steady compared to the prior year. Cash significant items were Petrie de- commissioning costs of $20.5m and Saverglass acquisition costs of $35.3m Net interest payments were higher at $76.5m due to the increased debt from the Saverglass acquisition and an increase in base interest rates. It includes $11.5m of interest income earned on the proceeds of the equity issuance prior to the completion of the transaction. Cash taxes increased to $54.9m consistent with additional earnings from Saverglass. Growth capex increased slightly to $153.5m with the majority of spend for Australasia with projects including the new multi-can line at Revesby ($55m) and the Glass oxygen plant at Gawler ($33m). Cash conversion remained strong at 79.1% (excludes base capital expenditure relating to the G3 furnace rebuild). Corporate Corporate costs are allocated directly to the business segments. Orora upsized the Global Syndicated Facility Agreement in November 2023 to A$600m and €760m which comprised: • $250m of revolving multi-currency facilities with maturity dates ranging from May 2027 to November 2028; • A $350m term loan facility with a maturity date of November 2030; and • A €760m of revolving multi-currency facilities with maturity dates ranging from May 2027 to November 2028. Post refinancing of the Global Syndicated Facility Agreement and acquisition of Saverglass, Orora has $865.1m of liquidity including $590.4m of committed undrawn debt facilities to support the Group’s liquidity requirements, with an average committed debt maturity of 3.7 years. Leverage ratio of 2.78x reflects the impact of the Saverglass acquisition. Petrie decommissioning The decommissioning of the Petrie site is a significant and complex exercise involving multiple government agencies. At 30 June, all major on-site works are complete with the remaining activity largely focused on the preparation and submission of the required documentation to the appropriate government departments. The provision at 30 June 2024 ($2.0m), represents management’s best estimate in respect of the anticipated costs to complete the above activity, using all currently available information and considering applicable legislative and environmental regulations. Operational review Orora Packaging Solutions Our Orora Packaging Solutions business in North America delivered resilient earnings in challenging market conditions, with margins expanding further due to benefits from the ongoing focus on transformation. 32 ORORA LIMITED ANNUAL REPORT 2024 KEY POINTS • Revenue was down 10.8% to US$1,954.5m (down 8.4% to A$2,981.3m on a reported basis), due to the flow-through impact of price deflation and lower volumes from continued softness in the broader North American manufacturing industry. • Against these challenging volume headwinds, OPS improved margins on slightly lower EBIT, reflecting the benefits of Management’s ongoing operational transformation plan, including: - embedded pricing disciplines; - pro-active operational cost management; - procurement driven initiatives; - operating site rationalisation; and - equipment load optimisation. • EBIT decreased by 2.7% to US$109.5m given the lower revenue, which was partly offset through initiatives as noted above. • EBIT margin increased 50bps to 5.6%. • Underlying operating cash flow of US$110.9m was broadly consistent with the prior year. • Continued strong cash conversion of 91.9%, up from 89.2% in FY23. • RoAFE increased 50bps to 22.2%, with EBIT flat on slightly lower funds employed. SALES REVENUE (AUD) EBIT (AUD) $2,981.3m $167.0m Earnings[1] AUD million FY24 FY23 Change Sales revenue 2,981.3 3,254.4 (8.4%) EBIT 167.0 167.2 (0.1%) EBIT margin % 5.6% 5.1% RoAFE[2] 22.2% 21.7% USD million FY24 FY23 Change Sales revenue 1,954.5 2,190.2 (10.8%) EBIT 109.5 112.6 (2.7%) Segment cash flow USD million FY24 FY23 Change EBITDA[3] 174.7 164.2 6.4% Lease repayments (53.5) (41.1) Non-cash items (0.5) 3.1 Cash EBITDA 120.7 126.2 (4.4%) Movement in total working capital 2.8 2.8 Base capex (14.3) (16.9) Sale proceeds 1.7 0.4 Underlying operating cash flow 110.9 112.5 (1.4%) Cash significant items - - Operating free cash flow 110.9 112.5 (1.4%) Cash conversion 91.9% 89.2% [1] As reported in the segment note contained within the financial statements, refer note 1. Return on Average Funds Employed (RoAFE) is calculated as EBIT divided by average funds employed. Earnings Before significant items, Interest, Depreciation, Amortisation and Tax. ORORA LIMITED ANNUAL REPORT 2024 33 Orora Packaging Solutions OPS delivered a resilient business performance despite a challenging operational environment, driven by benefits from ongoing transformation and investment in growth. This enabled EBIT margins to remain above 5% In the second half of the year, despite lower volumes in Distribution. OPS has the ability to expand margins over time through further footprint optimisation, automation (through modernisation activities) and lifting asset utilisation whilst focusing on resumption of volume growth. The business also continues to invest in new sales resources to drive medium term sales growth. Distribution Distribution revenue declined across all regions, reflecting volume softness due to ongoing soft North American economic conditions. There were green shoots of improvement late in FY24 with volumes growing through the last quarter. This, combined with ongoing benefits from account profitability and cost to serve, enabled margins to expand for the year. Manufacturing In line with the broader industry, Manufacturing revenue declined when compared to the prior year, as the business continued to be impacted by lower trading volumes and activity. Management remains focused on driving improvements in operating efficiencies, active cost management and operational excellence, as a way of partially mitigating the earnings impact from lower volumes. Orora Visual OV continued to execute its business improvement programs which enabled the mitigation of a volume driven revenue decline. During the year, OPS launched Jarbot™, a reuse-optimized packaging system that can be shared by a multitude of brands to store a wide range of products. Jarbot™ is a strong example of OPS’ ongoing focus on converting new and existing customers toward adopting sustainable packaging solutions. Jarbot™ is designed to address major cost challenges associated with the scalability of reusable packaging options for consumer packaged goods. Operational review Global Beverage Our Beverage business in Australasia delivered a resilient earnings performance, with strong consumer demand for cans offsetting softness in glass, as the business invests to drive future earnings growth. 34 ORORA LIMITED ANNUAL REPORT 2024 KEY POINTS • Global Beverage includes Australasian Glass and Cans and the recently acquired Saverglass. • With the acquisition of Saverglass on 1 December 2023 and the inclusion of seven months of earnings, Global Beverage experienced significant growth. • Sales revenue was up by 65.5% to $1,716.3 million. • EBIT increased 54.6% to $237.0 million. • Excluding Saverglass, underlying EBIT increased 2.0% on revenue that was 2.5% lower, demonstrating the resilience of Australasian Beverages with strong consumer demand for Cans driving earnings growth, despite ongoing softness in domestic Glass. • EBIT margin of 13.8% was down 100bps with the inclusion of Saverglass. EBIT margin excluding Saverglass was 15.5%, an increase of 70bps. • The Australasian Beverage operations are part-way through a multi-year growth capital expenditure program underpinned by long-term customer contracts and a commitment to sustainability. • Return on Average Funds Employed (RoAFE) was 11.4% including Saverglass or 19.3% excluding Saverglass, a reduction of 250bps, driven by capital expenditure increasing ahead of earnings being realised. • Cash conversion of 72.6% (excluding base capex for the G3 furnace rebuild) is stronger than the prior year which was impacted by adverse working capital. SALES REVENUE (AUD) EBIT (AUD) $1,716.3m $237.0m Earnings[1] AUD million FY24 FY23 Change Sales revenue 1,716.3 1,036.9 65.5% EBIT 237.0 153.3 54.6% EBIT margin % 13.8% 14.8% RoAFE[2] 11.4% 21.8% Segment cash flow AUD million FY24 FY23 Change EBITDA[3] 350.0 199.5 75.5% Lease repayments (15.5) (4.4) Non-cash items 25.6 20.3 Cash EBITDA 360.1 215.4 67.2% Movement in total working capital (51.2) (89.1) Base capex (81.1) (23.6) Sale proceeds - - Operating cash flow 227.8 102.7 121.9% Cash significant items (55.8) (34.4) Operating free cash flow 172.0 68.3 151.8% Cash conversion 72.6% 53.7% [1] As reported in the segment note contained within the financial statements, refer note 1. [2] Return on Average Funds Employed (RoAFE) is calculated as EBIT divided by average funds employed. [3] Earnings Before significant items, Interest, Tax, Depreciation and Amortisation. ORORA LIMITED ANNUAL REPORT 2024 35 Cans Cans earnings was higher than FY23, reflecting the impact of continued growth in volumes (up 2.5%), driven by record production, continued strong operating momentum, improved product mix, contract price passthrough mechanisms, cost recoveries and further operating efficiencies. Volume growth was again underpinned by ongoing strong demand in carbonated soft drink, craft beer, energy drinks and ready to drink (RTD’s) products, which benefited from a continuation of the preference shift to Can formats. Growth in Slim, Sleek and multi-size formats was stronger than classic sizes and reflects continued evolution of consumer preferences. Volume growth slowed in the second half given cost of living pressures facing consumers. This is expected to continue into the first half of FY25. Glass Revenue was lower due to reduced volumes of Australian commercial wine and beer which was only partly offset by a benefit from inflation price recovery. Earnings were impacted by the higher cost of soda ash, albeit this moderated in the second half and storage costs as inventory is built prior to the G3 furnace rebuild. This was partly offset by operating efficiencies and procurement initiatives. Closures Closure earnings decreased when compared to the prior year principally due to lower commercial wine volumes. Saverglass Saverglass’ first seven months contributed revenue of €427.6m, EBITDA of €88.9m and EBIT of €48.8m (excluding AASB 16 Leases and before adjustments for PPA, EBITDA was €85.4m and EBIT was €43.0m). Financial performance was consistent with the April 2024 trading update but below expectations when the acquisition was announced due to the ongoing global de-stocking environment. With a leading position in the premium and high-end wine and spirit market and a global production footprint, the business is well positioned for the recovery in demand once the de-stocking cycle is complete. During the year we entered into an agreement with Queensland Government-owned CleanCo to secure long-term supply of renewable energy for our Cans manufacturing facility at Rocklea. This agreement means to that Renewable energy sources now account for 100% of our electricity needs in Queensland. The Rocklea site plays a critical role in meeting increasing demand for cans so this agreement is important in achieving our climate change targets. Corporate Governance Statement 36 ORORA LIMITED ANNUAL REPORT 2024 The Board of Directors of Orora Limited and its subsidiaries (Orora or the Company) believe good corporate governance: • is an integral part of the culture and business practices of the Company; and • will add to Orora’s performance to create shareholder value, while having regard to other stakeholders and an appropriate risk and return framework. The Board is committed to achieving and demonstrating standards of corporate governance appropriate to the operations and size of the Company, and continuing to refine and improve Orora’s governance framework and practices to ensure they meet the interests of shareholders, regulators and other stakeholders. The Board has adopted Charters and key corporate governance documents which articulate the policies and procedures followed by Orora. These documents, together with Orora’s 2024 Annual Report referred to in this Corporate Governance Statement, are available on Orora’s website at www.ororagroup.com under the Investors section. This Corporate Governance Statement summarises Orora’s main corporate governance practices for the reporting period, being the year that ended 30 June 2024, which comply with the Australian Securities Exchange (ASX) Corporate Governance Council’s Corporate Governance Principles and Recommendations 4th Edition (ASX Principles). This Statement is current as at 14 August 2024 and has been approved by the Board. The Board of Directors The Board The Directors of the Company as at the date of this Statement are set out below, all of whom (except Orora’s Managing Director and Chief Executive Officer (CEO), Brian Lowe), are independent Non- Executive Directors. Details of each Director’s tenure, experience, expertise and qualifications are set out in the Board of Directors section of the 2024 Annual Report and on Orora’s website. • A R H (Rob) Sindel (Chair) • B P (Brian) Lowe (CEO) • A P (Abi) Cleland • M A (Michael) Fraser • T J (Tom) Gorman • C A (Claude-Alain) Tardy – appointed 4 December 2023 • S M (Sarah) Hofman – appointed 1 March 2024 S L (Sam) Lewis retired as Non-Executive Director with effect from 1 April 2024. As previously announced, A P (Abi) Cleland will reach her 10 year tenure and will retire in 2024. The Board periodically reviews its composition, and tenure and succession of the Directors, upon input and recommendation from the Nomination Committee. Role of the Board The Board is responsible for the governance of the Company and is accountable to shareholders for guiding and monitoring the effective management and performance of the Company. The Board Charter, available on Orora’s website, sets out how the Board’s role, powers and responsibilities are exercised, having regard to principles of good corporate governance, market practice and applicable laws. The Board operates in accordance with the principles set out in its Board Charter, the Company’s Constitution, relevant laws and ASX listing rules. Responsibilities of the Board The Board’s responsibilities, as summarised in the Board Charter, include: • defining the Company’s purpose and approving and monitoring management’s development and implementation of the Group’s strategy, plans and core values of the Group; • setting the risk appetite within which the Board expects management to operate; • reviewing, approving and monitoring the Company’s risk policy and risk management systems (for both financial and non-financial risks), including internal compliance and control mechanisms; • overseeing the Company’s accounting and corporate reporting systems and disclosures; • approving the overall remuneration policy and remuneration of Non- Executive Directors, the CEO and senior management, including any incentive and/or equity plans; • overseeing, with recommendations from the Human Resources Committee, that the remuneration policy is aligned with the Company’s purpose, values, strategic objectives and risk appetite; • receiving information regarding material breaches of the Company’s Code of Conduct and Ethics, Anti- Bribery and Anti-Corruption Policy and reports of material incidents under the Whistleblower Policy; • determining the size, composition and structure of the Board, and the process for evaluating its performance; • approving and removing the CEO and Company Secretary, and approving and reviewing succession plans for the Non-Executive Directors, CEO and senior management; • satisfying itself that the Board reporting framework is appropriate and, where required, providing constructive feedback to challenge the CEO and senior management; • ensuring provision of adequate, accurate and timely information to the market of all material information and developments relating to the Company; • adopting appropriate procedures to ensure compliance with all laws, government regulations and accounting standards; • approving and monitoring the progress of operating budgets, major capital expenditure and capital management decisions; and • reviewing and, to the extent necessary, amending the Board and Committee Charters. Board composition and succession The Board is committed to ensuring that it is comprised of individuals who collectively have the appropriate skills and experience to develop and support the Board’s responsibilities and Company objectives. The Board’s composition is determined based on criteria set out in the Company’s Constitution and the Board Charter, including: • a majority of independent Non-Executive Directors and a Non-Executive Director as Chair; • the Board having an appropriate mix of skills, knowledge, experience, independence and diversity necessary to review and approve the strategic directions of the Company, and to guide and monitor management; and • re-election of Directors at least every three years (except for the CEO). The Board is committed to achieving and demonstrating standards of corporate governance appropriate to the operations and size of the Company, and continuing to refine and improve Orora’s governance framework and practices to ensure they meet the interests of shareholders and other stakeholders. ORORA LIMITED ANNUAL REPORT 2024 37 Board skills and experience Board skills matrix The Board recognises the importance of having Directors with a broad range of skills, backgrounds, expertise, diversity and experience in order to facilitate constructive decision making and facilitate good governance processes and procedures. The Company has established a Board skills matrix relevant to the Company. A summary of the main skills and experience of the Board as applicable to its strategic objectives is set out in the skills matrix below. A regular assessment of the optimum mix of these skills and experience is conducted which takes into account the strategic positioning of the Company. The skills attributed to each Director recognise their experience acquired through previous executive or non- executive director roles. The Board has unfettered access to the Company’s senior management team and external consultants for required expertise. The Board considers that there are currently no significant gaps in the skill set that it seeks to have represented on the Board, and that the skills and experience of the Directors are relevant and appropriate to Orora. The Directors of the Company as at the date of this Statement have the following skills: Skill/Experience Directors with Skill/Experience Strategic thinking Experience in developing and implementing enterprise-wide successful strategies, and an effective capital management framework, including appropriately questioning and challenging management on the delivery of agreed strategic planning objectives. lllllll 7/7 Workplace safety and health Senior executive or substantial board experience in key workplace safety and health risk, including management, performance and governance of workplace safety and health. lllllll 6/7 Financial acumen Experience in financial accounting and reporting, corporate finance and/or restructuring, corporate transactions, including the ability to evaluate the adequacies of financial and risk controls and understand key financial drivers of the business. lllllll 7/7 Technology and innovation Experience in oversight, adoption and implementation of technology and innovation to support growth and drive competitive advantage, the ability to understand key factors relevant to Orora including digital disruption, opportunities and risks and cyber risk management. lllllll 6/7 People, culture and remuneration Senior executive or substantial board experience leading people, oversight of culture and organisational design, remuneration frameworks that attract and retain a high calibre workforce and a culture that promotes diversity, equity and inclusion. lllllll 6/7 Sustainability and environment Senior executive or substantial board experience in management, performance and governance of sustainability, environmental and social responsibility initiatives, risks and opportunities including in relation to sustainability and climate change. lllllll 7/7 Corporate governance Experience with a major organisation that is subject to rigorous governance standards, a proven track record of leadership and governance skills, demonstrated behaviours consistent with Orora’s values and an awareness of global practices and trends. lllllll 7/7 Relevant industry experience Senior executive or substantial board experience in a number of relevant industries, including packaging, manufacturing, FMCG, food and beverage, recycling, industrials and logistics, product or customer strategy. lllllll 5/7 Risk management Senior executive or substantial board experience in, or understanding of, identifying and monitoring key existing and emerging risks to an organisation and implementing appropriate risk management frameworks, procedures and controls. lllllll 7/7 Corporate Governance Statement 38 ORORA LIMITED ANNUAL REPORT 2024 Board experience Relevant industry experience as at 30 June 2024 Board gender diversity Board age Board tenure The Company aims to have a diverse skill set and an appropriate mix of gender, thought, age and cultural background represented on the Board. Further details of the Company’s diversity objectives and Diversity, Equity and Inclusion Policy are set out in the Sustainability section of the 2024 Annual Report. The relevant industry experience, gender diversity, age and tenure of the Board are shown in the charts on this page. Directors’ independence The Board has adopted specific principles in relation to Non-Executive Directors’ independence as set out in the Board Charter. The Board Charter states that: • the Board shall consist of a majority of Non-Executive Directors who are considered by the Board to be independent; • Directors must immediately disclose to the Company Secretary and the Chair any information, facts or circumstances of which they become aware, which may affect their independence; and • in the absence of special circumstances, the tenure for Non- Executive Directors should be limited to a maximum of 10 years, to ensure Directors remain demonstrably independent, with a view to best represent the interests of shareholders. The Board undertakes an annual review of the extent to which each Non-Executive Director is independent, having regard to the relationships affecting the independent status of a Director as described in the ASX Principles and any other matters the Board considers relevant. Where the Board determines a Director is no longer independent, an announcement will be made to the market. As at the date of this Statement, with the exception of the CEO, the Board considers that each Non-Executive Director is independent. Conflicts of interest Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with their duties to the Company. The Board has developed procedures to assist Directors to disclose potential conflicts of interest and, each year, all Non-Executive Directors complete independence declarations. Where the Board believes that a significant conflict exists for a Director on a Board matter, the Director concerned does not receive the relevant Board papers and is not present at the meeting whilst the item is considered. The Chair The Board Charter provides that the Chair should be an independent Director and should not be the CEO. The Chair, Rob Sindel, is considered by the Board to be independent and his role is separate to that of the CEO. The Chair’s role and responsibilities are outlined in the Board Charter and include: • leadership of the Board and assisting the Board to work effectively and discharge its responsibilities, and encouraging and facilitating a culture of openness and debate between Directors to foster a high-performing and collegiate team; • maintaining effective communication and promoting constructive and respectful relationships between the Board and management; • chairing general meetings of the Company; • setting the agenda for each Board meeting in consultation with the CEO and Company Secretary; and • representing the Board in communications with shareholders and other key stakeholders. The Chair has acknowledged that the role will require a significant time commitment and has confirmed that other positions will not hinder the effective performance of the role of Chair. 71% 29% Relevant industry experience No relevant industry experience 71% 29% Male Female 85% 15% <55yo >55yo 71% 29% 0–5 years 5–10 years ORORA LIMITED ANNUAL REPORT 2024 39 The Company Secretary Ann Stubbings is the Company Secretary and was appointed in 2013. Susannah Jobling Hodgens has been appointed as Additional Company Secretary. Details of the Company Secretaries' skills, experience and expertise are set out on pages 53 of this Annual Report. The role of the Company Secretaries are set out in the Board Charter. The Company Secretary is accountable to the Board, through the Chair, on all matters to do with the proper functioning of the Board and its Committees. The appointment or removal of a Company Secretary is a matter for the Board as a whole. Each Director is entitled to access the advice and services of the Company Secretaries. Checks and information on Directors Before appointing or proposing a person for election as a Director, Orora conducts all appropriate background checks, including reference checks and criminal and bankruptcy record checks. Prior to a Director’s election or re-election by shareholders, the Board provides shareholders with all material information known to Orora which is relevant to the decision of shareholders to elect or re-elect the Director, in order to assist their decision-making process. This information is contained in the notice of meeting of the Annual General Meeting (AGM) at which the Director’s appointment will be considered by shareholders. A candidate for election or re-election as a Non-Executive Director will be required to provide the Board or Nomination Committee with all material information and an acknowledgement that they will have sufficient time to fulfil their responsibilities as a Director. Agreements with Directors Non-Executive Directors are appointed pursuant to a formal letter and a deed of appointment, which set out the key terms relevant to the appointment, including the term of appointment, the responsibilities and expectations of Directors in relation to attendance and preparation for all Board meetings, appointments to other boards, the procedures for dealing with conflicts of interest, and the availability of independent professional advice. Non-Executive Directors are expected to spend a reasonable amount of time each year preparing for and attending Board and Committee meetings and associated activities. Other commitments of Non- Executive Directors are considered by the Nomination Committee prior to appointment to the Board and are reviewed each year as part of the annual Board performance assessment. Director induction and development Orora has in place a formal process to educate new Directors about the operation of the Board and its Committees, the Company’s purpose, values, strategy, any financial, strategic, operational and risk management issues, and the expectations of performance of Directors. This induction program includes providing new Directors with access to previous Board and Committee meeting minutes, Orora’s policies and the strategic plan, and facilitating meetings with senior executives. Directors visit Orora sites on an ongoing basis, and meet with management to gain a better understanding of business operations, safety and culture across Orora. These visits are conducted either as a full Board, or Board Committee, or with individual Directors. Directors are also given access to continuing education opportunities to update and enhance their skills and knowledge. Performance evaluation The Board undertakes a performance evaluation to review its performance and that of its Committees (including the performance of the Chair and Committee Chairs), last conducted in 2022, with the intention to continue later in 2024. The Chair reports to the Board regarding the performance evaluation process, having regard to the ASX Principles and the findings of these reviews. The evaluation may involve surveys by the Directors and the Board, the assistance of external facilitators and consideration of the degree to which each Non-Executive Director has demonstrated the skills relevant to the position of Non-Executive Director or Chair, as applicable. The 2022 evaluation concluded that the composition of the Company’s Non-Executive Directors is appropriate having regard to the skill set, expertise and experience required for a company of Orora’s size and geographic spread. The evaluation further concluded that the Company’s Committee structure is effective and is well-led by appropriately experienced and skilled Directors. Independent professional advice and access to information Each Director has the right to access all relevant Company information and senior executives and, subject to prior consultation with and approval from the Chair, may seek independent professional advice from an advisor suitably qualified in the relevant field at the Company’s expense. A copy of advice received by the Director will be made available for all other Directors. Corporate Governance Statement 40 ORORA LIMITED ANNUAL REPORT 2024 Senior management Delegations to management Day-to-day management of Orora is formally delegated to the CEO, supported by senior management, in accordance with the Board Charter and the Company’s Delegated Authority Policy, a summary of which is available on Orora’s website. These delegations are reviewed on a regular basis to ensure that the division of functions remains appropriate to the needs of the Company. Senior executive appointments and agreements The Company conducts all appropriate background checks on prospective senior executives, including reference checks and criminal and bankruptcy record checks. The Company also has a written agreement in place with the CEO and each senior executive, setting out the terms and conditions of their employment and the obligations they are required to fulfil in their role. Each candidate is required to accept all terms and obligations as a condition of their employment. The key terms of the CEO’s and Chief Financial Officer’s (CFO) employment contracts are set out in the Remuneration Report in the 2024 Annual Report. Senior executive induction and performance evaluation The Company has an established process for the induction of new senior executives, which enables them to gain an understanding of the Company’s purpose, values, strategy, financial position, operations and risk management policies. The performance of senior executives is reviewed on an ongoing basis, and a formal performance evaluation takes place every six months in accordance with the Company’s established evaluation process. Senior executives and the CEO are assessed against measurable short- and long-term objectives which are aligned with the Company’s business strategy and operating plan, as well as how they have demonstrated behaviours that are consistent with Orora’s values. The CEO performs the evaluations of the other senior executives. An evaluation of senior executives was last undertaken in July/August 2024. The outcomes of these assessments are reported to the Board. The Board is responsible for approving the objectives of the CEO and conducting a formal annual evaluation of the performance of the CEO, including an assessment against these objectives and the demonstration of behaviour consistent with Orora’s values. The outcome of the performance evaluation of the senior executives and the CEO then contribute to the determination of the senior executives’ and CEO’s remuneration. The Company’s Senior Executive Reward and Evaluation Policy is published on Orora’s website. Further information relating to the performance evaluation of applicable senior executives can also be found in the Remuneration Report in the 2024 Annual Report. Board Committees To increase its effectiveness, the Board has established the following standing Board Committees: • Audit, Risk & Compliance • Executive • Human Resources • Nomination • Safety, Sustainability & Environment The members of these Committees as at the date of this Statement are set out in the table below. Profiles of each member/Director, including their tenure, relevant experience and qualifications, are set out in the Board of Directors section of the 2024 Annual Report and on the Company’s website. The Company Secretaries are the Secretaries of each Committee. Each Committee has a Charter which includes a more detailed description of its role, responsibilities and specific composition requirements. The Charters are available on Orora’s website. The Board may establish other Committees from time to time to deal with matters of special importance. All Directors are welcome to attend Committee meetings even though they may not be a member. The Committees have access to senior executives and management, and independent advisors. Committee agendas and papers are available to all Directors before the meetings. Copies of the minutes of each Committee meeting are made available to the full Board, and the Chair of each Committee provides an update on the outcomes at the Board meeting that immediately follows the Committee meeting. Board Committees Directors Board Audit, Risk & Compliance Committee Executive Committee Human Resources Committee Nomination Committee* Safety, Sustainability & Environment Committee Rob Sindel l l l l Brian Lowe l l Abi Cleland l l l l Tom Gorman l l l Sarah Hofman l l l Michael Fraser l l l l Claude-Alain Tardy l l l l Chair l Member * All Nomination Committee matters were dealt with by the full Board during the financial year. ORORA LIMITED ANNUAL REPORT 2024 41 Audit, Risk & Compliance Committee The Audit, Risk & Compliance Committee Charter provides that all members of the Committee must be Non-Executive Directors, the majority of whom are independent. The Chair must be independent and cannot be the Chair of the Board. At least one member of the Committee must be a qualified accountant or other finance professional with relevant experience of financial and accounting matters. Current members, including the Chair of the Committee, are shown in this Statement and in the Board of Directors section of the 2024 Annual Report. The Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and financial reporting of the Company, the Company’s compliance with legal and regulatory requirements and operations, effectiveness of the enterprise risk framework, including monitoring risk parameters of the Company, the Company’s systems of internal control and its risk management framework (for financial and non-financial risks), including elevated, new or emerging risks, and such other duties as directed by the Board. The Committee Charter provides that the Committee has the authority and resources necessary to discharge its duties and responsibilities, including meeting with the internal and/or external auditors without management present. The Committee approves the appointment, or dismissal, of the head of the Company’s internal audit function. The head of the internal audit function provides regular reports directly to the Committee. The Committee is responsible for the appointment, compensation, retention and oversight of the external auditor, including its independence, and review of any non- audit services provided by the external auditor. The Committee’s policy is to review the performance of the external auditor regularly regarding quality, costs and independence. In discharging its role, the Committee is empowered to investigate any matter brought to its attention. The Company’s current external auditor is KPMG. The internal and external auditors, the CEO and the CFO are invited to the Committee meetings at the discretion of the Committee Chair. The Committee is required under its Charter to meet at least quarterly and otherwise as necessary. Executive Committee The Executive Committee deals with matters referred to it by the Board or with urgent matters that may not be deferred until the next meeting of the Board. A majority of the Committee members must be independent. Current members, including Chair, of the Committee are shown in this Statement and in the Board of Directors section of the 2024 Annual Report. Human Resources Committee The Human Resources Committee assists the Board in fulfilling its responsibilities to shareholders and regulators in relation to the Company’s people and culture policies and practices, including overseeing CEO and senior executive remuneration and performance. All members of the Committee are required to be Non-Executive and independent Directors. The Chair is an independent Director. The Committee reviews the remuneration of the CEO and other senior executives, taking advice from external advisors where appropriate. No individual is directly involved in deciding their own remuneration. Current members of the Committee, including the Chair, are shown in this Statement and in the Board of Directors section of the 2024 Annual Report. The CEO is not a member of this Committee, but attends meetings by invitation, other than for matters relating to his own remuneration. The Committee meets at least quarterly and as otherwise required. Nomination Committee The Nomination Committee oversees the nomination and succession planning processes for Directors, and reviewing or making recommendations to the Board on matters which the Committee considers necessary, or are requested by the Board. When a vacancy in the position of Non- Executive Director exists or there is a need for particular skills, the Committee, in consultation with the Board, determines the selection criteria based on the skills deemed necessary, having regard to the skills and experience of the Board as referred to in the Board skills matrix. The Committee identifies potential candidates, with advice from an external third party where appropriate. The Board then appoints the most suitable candidate. Board appointees must stand for election at the next AGM of shareholders following their appointment. The Committee also makes recommendations to the Board and oversees implementation of the procedure for evaluating the performance of the Board, the Board Committees and each Non-Executive Director, and also oversees and makes recommendations to the Board in respect of any ongoing training requirements for Directors. The Committee comprises three independent Non- Executive Directors, and the Chair of the Board is the Chair of the Committee. Current members of the Committee are shown in this Statement and in the Board of Directors section of the 2024 Annual Report. Committee members are not involved in making recommendations to the Board in respect of themselves. All Committee matters were dealt with by the full Committee during the reporting period. Safety, Sustainability & Environment Committee The Safety, Sustainability and Environment Committee provides advice and assistance to the Board, and reviews and recommends to the Board appropriate safety and sustainability goals and objectives, and monitors the decisions and actions of management. This includes upholding the Company’s commitment as a signatory to the United Nations Global Compact (UNGC). All members of the Committee are required to be Non-Executive and independent Directors. Current members of the Committee, including the Chair, are shown in this Statement and in the Board of Directors section of the 2024 Annual Report. The Committee meets at least quarterly and as otherwise required. Corporate Governance Statement 42 ORORA LIMITED ANNUAL REPORT 2024 Attendance at Board and Committee meetings during the reporting period Details of Director attendance at Board and Committee meetings held during the financial year are provided in the Directors’ Report. Sustainability Orora’s sustainability approach is framed by its obligations as a signatory to the UNGC, matters of utmost importance to key stakeholders and legal requirements. The pillars that form Orora’s sustainability program are Circular Economy, Climate Change and Community. The Sustainability section of the 2024 Annual Report explains Orora’s sustainability governance and reporting, how business-wide processes support Orora’s sustainability objectives, how the most important sustainability issues are managed, and the progress made during FY24. The Principal Risks section of the 2024 Annual Report lists Orora’s current strategic risks, including exposure to social and environmental risks, and outlines strategies to respond to identified exposures. Acting ethically and responsibly Orora recognises the importance of honesty, integrity and fairness in conducting its business, and is committed to increasing shareholder value in conjunction with fulfilling its responsibilities as a good corporate citizen. All Directors, managers and team members are expected to act lawfully and with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the Company. Orora continually assesses and updates its policies and procedures to ensure compliance with corporate governance requirements. Code of Conduct and Ethics, Anti-Bribery and Anti-Corruption and Whistleblower policies and procedures Orora’s Code of Conduct and Ethics Policy (Code) and values set the standards we expect of our people. Further information on Orora’s values can be found in the 2024 Annual Report and represent Orora’s commitment to act ethically, lawfully and responsibly. The Code is available on Orora's website. The Code emphasises a strong culture of integrity and ethical conduct in association with independent Anti-Bribery and Anti- Corruption and Whistleblower policies. These policies cover expectations on a broad range of issues, including environmental management, health and safety, human rights, community engagement, political donations and participation, use of information and its security, market disclosure, fraud, bribery, corruption and the avoidance of conflicts of interest. Team members and other third parties (including suppliers) can report reasonably suspected misconduct or an improper state of affairs or circumstances within the Company, including unethical/illegal behaviour, coercion, harassment or discrimination, fraud or corrupt practices, or workplace safety or environmental hazards through eligible recipients noted in the Company’s Whistleblower Policy, including anonymously through an independent third-party integrity reporting service. The Whistleblower Policy emphasises that Orora will not tolerate anyone being discouraged from speaking up or being adversely affected because they have reported misconduct in accordance with the policy. These policies are available on Orora’s website. Material breaches of the Code or the Anti- Bribery and Anti-Corruption Policy, and reports of material incidents under the Whistleblower Policy, are reported to the Board through the Audit, Risk & Compliance Committee, or the Human Resources Committee, and the program is periodically reviewed for its effectiveness and promoted to team members across Orora. The Company’s Supplier Code of Conduct and Ethics Policy (Supplier Code) sets out the expectations of Orora’s suppliers and applies to all suppliers, including all organisations and sub-contractors providing goods and services to Orora, globally. The Supplier Code is available on Orora’s website. Trading in Company securities Orora has a Share Trading Policy that outlines insider trading laws and prohibits Directors, team members and certain associates from trading in Orora’s securities during specified ‘blackout periods’. The blackout periods are (1) the period from the close of trading on 31 December each year until after the announcement to the ASX of the Company’s half-year results, (2) the period from the close of trading on 30 June each year until after the announcement of the Company’s full-year results, and (3) any other period that the Board specifies from time to time. Trading of securities during a blackout period can only occur in exceptional circumstances and with the approval of the Company Secretary or, in some circumstances, the Chair. The Directors and executive team are required to certify their compliance with the policy at the end of each financial year. The policy prohibits Directors, team members and certain associates from engaging in hedging arrangements over unvested securities issued pursuant to any employee option or share plans and certain vested securities that are subject to the Minimum Shareholding Policy. The Share Trading Policy meets the requirements of the ASX Listing Rules on trading policies and is available on Orora’s website. Other policies The Company has a number of other governance policies which outline expected standards of behaviour of Directors and team members, which are available on Orora’s website. Human rights due diligence Orora is committed to our people, and the protection of human rights. All forms of slavery in our operations and the operations of our suppliers are opposed. Orora’s human rights commitments, due diligence and initiatives can be found in the Sustainability section of the 2024 Annual Report, in our Modern Slavery Statement and on Orora’s website under the Sustainability section. Compliance training Orora has a compliance training program in place which is completed by team members. This program supports the principles set out in the Code and other applicable policies. Orora also has a comprehensive competition/anti-trust compliance training program. There are also numerous activities and compliance programs across the Company designed to promote and encourage the responsibility and accountability of individuals for reporting inappropriate or unethical practices. ORORA LIMITED ANNUAL REPORT 2024 43 Diversity, Equity & Inclusion Orora’s major centres of operation, in Australia, New Zealand, Europe and North America, are in some of the most demographically diverse countries. Orora is committed to developing an inclusive and respectful work environment to optimise diversity of thought and background. Bringing together people with different backgrounds and ways of thinking is a powerful source of competitive advantage in driving better decision making, innovation and growth. Orora’s Diversity, Equity and Inclusion Policy, available on Orora’s website, recognises the positive differences each team member brings to the business and how Orora team members can connect and work together to capture the benefits of these differences. Each year Orora reports Gender Equality Indicators in accordance with the Workplace Gender Equality Act 2012 (Cth). Our 2023 submission can be viewed at the website of the Workplace Gender Equality Agency. During the reporting period, the proportion of Orora’s workforce currently represented by women in senior leadership roles is set out in the chart on this page. Further information relating to Orora’s Diversity, Equity and Inclusion focus and initiatives is included in the Sustainability section of the 2024 Annual Report. Measurable objectives and progress Each year the Board approves measurable objectives for diversity, equity and inclusion in the composition of the Board, senior executives and workforce generally, and monitors progress towards achieving them. The measurable objectives for FY24 remain unchanged. The FY24 progress towards achieving these objectives is outlined on this page. Orora will also progressively add more diversity, equity and inclusion goals as part of its redefined sustainability program. Female representation in senior leadership roles at each executive level on 30 June 2024 FY24 measurable objectives approved by the Board FY24 measurable objective Progress (as at 30 June 2024) Maintaining not less than 30% of each gender in the composition of Orora’s Board 29% female and 71% male Directors. Ensuring that Orora continues to employ greater than 30% female of all external new hires 28% (161 new females have been recruited across all of Orora in the past 12 months). In FY24, we came in slightly under target at 28%, due largely to higher recruitment numbers in manufacturing roles, which remain male dominated. Outside of these roles, female recruitment would have met target at 32%. Ensuring that Orora identifies and attracts female talent for Board and senior management vacancies Orora continues to ensure that female talent candidates are included in Board and senior management succession planning and vacancies – progress is always within the context of hiring the best talent available. There has been an increase in female representation in our Senior Leaders increasing from 37% to 40%. Supported by: The development of women into leadership roles, including through the Women in Leadership at Orora (WILO) program Orora continues to support development of women into leadership roles and invest in female talent with the WILO program running for the eighth consecutive year in 2024. Ongoing talent reviews for the WILO graduates have been introduced to support continuous development. Using an objective process in valuing roles and setting comparative male and female remuneration for salaried positions A role-based remuneration structure has been established globally to reduce unconscious bias during remuneration decision making. Gender pay equity reviews have been introduced at various stages of the remuneration cycle, including during annual remuneration review and incentive outcome assessments. Promoting holistic working practices, including, but not limited to, continuing to support flexible working arrangements, where practicable and provide training on unconscious bias and inclusion. Orora continues to prioritise team member health and wellbeing. An ongoing flexible working approach has been introduced at Orora where office-based team members are able to choose between a full five days in the office or alternatively, adopt a hybrid working model between the office and remote working subject to business, team and individual needs. Orora continues to educate team members and leaders on unconscious bias and creating an inclusive culture in the organisation. 29% 17% 39% 39% 37% 33% 40% 32% 38% 37% 29% 43% 44% 39% 40% 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50% Board* CEO 1 CEO 2 CEO 3 Total FY22 Female FY23 Female FY24 Female Corporate Governance Statement 44 ORORA LIMITED ANNUAL REPORT 2024 Remuneration Details of Orora’s remuneration policies, practices and performance reviews and outcomes, and the remuneration paid to Directors (Executive and Non-Executive) and key management personnel are set out in the Remuneration Report section of the 2024 Annual Report. Non-Executive Directors receive no incentive payments and there are no retirement benefit schemes in place. Shareholders will be invited to consider and adopt the Remuneration Report at the 2024 Annual General Meeting. Risk management and assurance The Company understands and recognises that rigorous risk and opportunity management is essential for corporate stability and for sustaining its competitive market position and long-term performance. Risk management The Board is responsible for overseeing the risk management framework, internal controls and systems for monitoring legal and ethical compliance. The Board sets the risk appetite and considers Orora’s risk profile on a regular basis to ensure it supports the achievement of Orora’s strategic and business goals. The Principal Risks section of the 2024 Annual Report lists the current strategic risks, including Orora’s exposure to social and environmental risks, and outlines our strategies to respond to identified exposures. Orora’s approach to managing the sustainability aspects of strategic and operational risks is set out in further detail in the Sustainability section of the 2024 Annual Report. The Company has implemented an enterprise risk management (ERM) framework that incorporates the principles of effective risk management, as set out in the Global Risk Management Standard ISO 31000. The ERM seeks to apply risk management across the entire organisation so that all material risks (both financial and non-financial) can be identified, assessed and managed. The Audit, Risk & Compliance Committee reviews the Company’s risk management framework on a regular basis to ensure that it continues to be sound. The framework is in the process of being reviewed. It remains fit for purpose and will be reviewed on an ongoing basis for continuous improvement opportunities. Several layers assist the Board in ensuring the appropriate focus is placed on the risk management framework: • Audit, Risk & Compliance Committee — provides assistance and advice to the Board in fulfilling its responsibility relating to the Company’s financial reporting, internal control structure, risk management systems, including the risk management framework, and the internal and external audit functions. • Safety, Sustainability & Environment Committee — provides assistance and advice to the Board on the management of the Company’s safety, sustainability and environment goals, objectives, legal responsibilities and monitoring the decisions and actions of management in upholding the Company’s commitment as a signatory to the UNGC and achieving the Company’s goal to be a sustainable organisation. • Human Resources Committee — provides assistance and advice to the Board on the Company’s people, culture and remuneration policies and practices as well as the Company’s involvement in the communities in which it operates. • Executive Team — senior executives have responsibility for driving and supporting risk management across the Orora Group. Each business group within the Group then has responsibility for implementing this approach and adapting it, as appropriate, to its own circumstances. Orora’s Disclosure Committee has responsibility for assessing any potential material risk to Orora in light of its continual disclosure obligations, and any consequent need for market disclosure. Assurance The Board is responsible for oversight of the effectiveness of the Company’s internal control environment, with input and recommendation from the Audit, Risk & Compliance Committee. The Board’s policies on internal control governance are comprehensive, as noted earlier in this Statement, and include clearly drawn lines of accountability and delegation of authority, as well as adherence to the Code. In order to effectively discharge these responsibilities, the Company has a number of assurance activities (including internal and external audit) to independently review the control environment and provide regular reports to the Board, the Audit, Risk & Compliance Committee and management committees. These reports and associated recommendations are considered and acted upon to maintain or strengthen the control environment. Financial reporting The Audit, Risk & Compliance Committee assists the Board in fulfilling its responsibilities in overseeing Orora’s processes which ensure the quality and integrity of financial statements and reporting, compliance with legal and regulatory requirements, and reviewing material changes in accounting or reporting requirements, as well as assessing subsequent effects on Orora’s policies and practices. Before approving the financial statements for each half year and full year, the Board receives a declaration from the CEO and CFO stating that: • in their opinion, the Company’s financial records have been properly maintained and that they comply with the relevant accounting standards and give a true and fair view in all material respects of the Company’s financial position and performance; and • the opinion has been formed based on a sound system of risk management and internal control which is operating effectively. ORORA LIMITED ANNUAL REPORT 2024 45 Verification of corporate reports The Company completes a documented internal verification process of corporate reports that the Company releases to the market, including those that are not audited or reviewed by the external auditor. The Company’s annual and half-year financial statements are underpinned by a Group-wide certification process where each executive and chief financial officer for each business responds to set questionnaires and signs a certification. This process provides verification and approval for the CEO and CFO to then provide a signed representation letter to the external auditor and a signed declaration to the Board that supports that the accounts provide a true and fair view, that there is integrity in the statements, and that the financial statements comply with the Corporations Act 2001 (Cth) (Corporations Act) and relevant accounting standards. The CEO and CFO are both present for Board discussions relating to financial statements, and the Audit, Risk & Compliance Committee has private sessions with the external auditor to discuss any issues or concerns without management before recommending the Board approves the release of financial statements to the market. The certification process is reviewed annually having regard to any changes in the Corporations Act, accounting standards or governance practices. For other types of unaudited periodic corporate reports (including the annual Modern Slavery Statement and this Statement), the Company conducts an internal review and verification process to ensure that such reports are materially accurate and balanced, and to provide investors with appropriate information before approval by the Board and release to the market. External advice is obtained as required. Engagement with shareholders and other stakeholders Orora has a number of stakeholders including shareholders, employees, customers, suppliers and local communities. The Board identifies and prioritises Orora’s key stakeholders, develops a strategy for engagement with stakeholders and supports management to engage with key stakeholders to understand, consider and respond to issues. Orora is committed to keeping the market informed in a timely manner and complying with its continuous disclosure obligations (as set out below). Continuous disclosure and communications Orora’s Market Disclosure and Communications Policy is available on Orora’s website and details the Company’s procedures to ensure compliance with applicable legal and regulatory requirements under the Corporations Act and the ASX Listing Rules. The policy is approved by the Board and is reviewed regularly to ensure compliance with the ASX Listing Rules and guidance on continuous disclosure. It applies to all Directors and Orora team members. Its purpose is to ensure: • Compliance with legal obligations to identify and keep the market fully informed of material information. • That access to this material information is protected and controlled until such material information is announced to the market. • Orora meets its disclosure obligations. • That investors are provided with equal and timely access to material information. Orora’s Disclosure Committee meets as required, and often on very short notice, to ensure compliance with the Company's disclosure obligations. The CEO approves disclosures before they are released. The Board approves all disclosures that are significant and Directors receive a copy of all ASX disclosures promptly following release. The Company Secretaries are responsible for communications with the ASX. Shareholder engagement Orora is committed to providing shareholders and other financial market participants with consistent and transparent corporate reporting, as well as timely and accurate disclosures. Shareholders and other stakeholders are informed of all material matters affecting the Company through ASX announcements, periodic communications and a range of forums and publications, available on the Company’s website. Other shareholder engagement activities include: • Encouraging shareholders to participate in general meetings including the AGM, by attending, exercising voting rights and asking questions of the Board. Orora conducts all voting at general meetings by a poll, ensuring that voting outcomes reflect the proportionate holdings of all shareholders who vote (whether in person or by proxy or other representative). The Company’s external auditor attends the AGM and is available to answer questions from shareholders on the conduct of the audit. • Participating in Orora’s investor relations program, which includes investor roadshows and ad-hoc investor meetings and conference calls with institutional investors, private investors and sell-side analysts. • Engagement with proxy advisors, investor representative organisations and the Australian Shareholders Association. • Providing through the Company’s website up-to-date information about the Company and its operations, the Corporate Governance Framework, the Board and management, ASX announcements, the share price, dividend distributions and other relevant information. Information about Orora is also communicated through a range of other channels, such as LinkedIn. • Giving shareholders the option to receive communications from, and send communications to, Orora and its share registry electronically. • New and substantive investor and analyst presentations are released on the ASX Market Announcements Platform ahead of the presentation. Principal risks 46 ORORA LIMITED ANNUAL REPORT 2024 Orora actively manages a range of principal risks and uncertainties with the potential to have a material impact on the Orora Group and its ability to achieve its strategic and business objectives. Orora continuously monitors and re-assesses our principal risks to ensure they remain relevant following any changes in our internal and external environment. Orora’s principal risks are outlined below in no particular order. Area of Materiality Risk Mitigation and Monitoring Strategies Workplace safety and health Workplace safety and health events may have the potential to adversely affect Orora’s team members and operations. Orora’s commitment to keeping people safe and healthy is paramount and is a core value. Orora’s senior leadership team and Board are focused on enhancing Orora's safety culture and performance, and regularly review safety performance and improvement strategies and activities across the business, including mandatory training across all sites. Business interruption and disruption (including cyber risk and IT resilience) Orora operates numerous sites across several countries. Circumstances such as natural disaster, political tensions, pandemic, cyber breaches, operational failure or industrial disruption may occur, which may preclude key sites from operating. In these circumstances, operational and financial performance may be negatively impacted. Business continuity disaster planning and cyber controls are periodically assessed and tested. Key programs of work are also in place to be able to monitor and enhance the effectiveness of security capabilities as the threat landscape continues to evolve. Orora also engages in continuous identification, review and mitigation of property risks, as well as independent loss prevention audits, and has a suitable insurance program in place. Regular reporting on these key risks and control metrics is provided to the Board, Executive and Management. Economic conditions Orora is susceptible to major changes in macro- economic conditions globally or in a single country, region or market. Sudden and/or prolonged deterioration in the economy may impact the value chain or industries on which Orora is dependent and could have a material negative impact on operational and financial performance. Orora seeks to mitigate the severity of impact that deterioration in macro-economic conditions may have by: • operating businesses that have a broad spread of geographic locations, raw material inputs and customers servicing several end-markets • deploying an operating model that focuses on continually improving the value proposition to ensure relevance to the end consumer preferences and current economic climate • creating and maintaining a high-performance culture • remaining disciplined in cash and cost management • continuing to invest in manufacturing capabilities and innovation to improve cost positions. Competition Orora operates in highly competitive markets with varying barriers to entry, industry structures and competitor motivational patterns. The actions of established, new or potential competitors may have a negative impact on financial performance. Orora is well placed to leverage both its regional experience and insight, and its international footprint and scale, to deliver new ideas and value propositions to customers to gain competitive advantage. Orora has strong engagement and builds relationships with its customers, continuously focusing on quality and innovation using technology. Supply chain Disruption to Orora’s supply chain caused by an interruption to the availability of key components, raw materials, energy supply, or cost-effective transportation may adversely impact delivery timelines for capex projects, sales and/or customer relations, resulting in unexpected delays or increased costs. Orora’s businesses are sensitive to input price risks, specifically energy and other commodities, in various forms and with varying degrees of impact. Although Orora seeks to mitigate these risks through various input pricing strategies and pass-through mechanisms, there is no guarantee that Orora will be able to manage all future energy and commodity price movements. Failure to do so may adversely affect Orora’s operations and financial performance. Orora’s approach to supply chain risk management is multi-faceted and includes: • implementing a multi-sourcing strategy for the supply of raw materials • customer contracts that provide for regular and timely pass-through of movements in raw material input costs • input pricing strategies including active monitoring of input prices • supplier due diligence and risk management including a supplier assurance framework and code of conduct • a focus on innovation in sustainable energy sourcing and pricing including entering long-term renewable energy power purchase agreements • analysis and use of alternative solutions if supply chain is disrupted. Talent Orora’s operating and financial performance is largely dependent on its ability to attract and retain talent and, in particular, key personnel. Any loss of key personnel could adversely affect operating and financial performance. Orora’s strategic Human Resources (HR) priorities aim to create an inclusive culture that optimises diversity of background and thought, by attracting and retaining the best talent in the market. Orora continues to invest in a high-performance culture, is encouraged by setting challenging objectives and rewarding high performers, while succession planning is undertaken to develop leadership talent. Orora believes this strategic approach to HR management provides a tangible source of competitive advantage. Remuneration is competitive in the relevant employment markets to attract, motivate and retain talent, and is aligned with business outcomes that deliver value to shareholders. ORORA LIMITED ANNUAL REPORT 2024 47 Area of Materiality Risk Mitigation and Monitoring Strategies Environmental, Social and Governance (ESG) The physical and non-physical impacts of environmental, social and governance (ESG) risks, including climate change, may affect Orora’s licence to operate, assets and productivity. Climate change may present risks arising from extreme weather events affecting business operations and certain customer segments, which could impact the future profitability and viability of Orora. Climate change may also present transition risks which may include but are not limited to changes in the market, regulatory environment, technology and customer preferences, which could also impact the future profitability and viability of Orora. Orora may be subject to human rights and modern slavery risks within its own operations and through its supply chains. Orora is committed to achieving its ESG goals under three pillars that form its sustainability program – Orora’s ‘Promise to the Future’ Circular Economy, Climate Change and Community. The Sustainability section of this Annual Report summarises the Company’s ESG goals, initiatives and progress including Orora’s greenhouse gas emission reduction commitments and investments that have been informed by Orora’s initial Taskforce on Climate-related Financial Disclosure (TCFD) analysis outlining the risks and opportunities posed by climate change for Orora. The TCFD disclosure along with sustainability activities and disclosures are available on Orora’s website under the ‘Sustainability’ section. ESG risks and opportunities are continually assessed, and overseen by the Board, the Safety, Sustainability & Environment Committee, and the Executive Leadership Team. Orora has a well-established process for Identifying and mitigating human rights and modern slavery risks within its operations and supply chains via its Supplier Assurance Framework; these approaches are outlined in its Modern Slavery Statement that Is available on Orora's website. Orora continuously reviews expenditure plans to mitigate ESG and customer risk, and operating businesses that have a broad geographic spread and customers serving a number of end markets. Customers and consumer preferences Orora has strong relationships with key customers for the supply of packaging and Point of Purchase products and related services. These relationships are critical to Orora’s success. The loss of a key customer, or a significant quality issue, could have a negative impact on financial performance. Changes in consumer preferences may result in some of Orora’s existing product range becoming obsolete or new products not meeting sales and margin expectations. Consumer preferences may be influenced by regulation change and environmental risk, including climate risk (both of these risks are separately listed in this Principal Risks section). The key to mitigating customer risk is Orora’s commitment to being the industry-leading customer-focused sustainable packaging solutions company. This is embedded in Orora’s promise to its customers. In addition, no single customer generates revenue greater than 10% of total revenue for the Orora Group. Orora’s commitment to responsible capital investment linked to contracted customer demand, innovation, and its strong relationships with its customers, seeks to address evolving consumer preferences. Orora continuously reviews operating and capital expenditure plans to mitigate customer risk or changing consumer preferences. Capital investments Orora is increasing expenditure on capital works in response to increasing customer demands for our products, and an ongoing commitment to invest in the upgrade of our plant and equipment. There is a risk that the returns on these investments may vary if customer requirements materially change or there is substantial delay, to the delivery of plant or equipment, increased costs or project execution challenges. Orora seek to mitigate these risks through a variety of measures including: • linking capital investments to contracted demand • due diligence throughout procurement and tender processes • project oversight through steering and governance committees • an ongoing focus on supply chain issues • reviewing of capital plans and making adjustments when necessary. Mergers & Acquisitions (M&A) Orora’s growth opportunities are dependent, in part, on disciplined selection and successful integration of acquisition targets that are consistent with the Group’s strategy. Failure to be disciplined in selection, effective at integration or focused on capturing value could impact operations and have adverse consequences for the achievement of expected financial benefits. The Group has an established M&A framework that imposes rigour in target selection, approval, due diligence, integration planning and post- acquisition value capture. In addition, Orora’s management team possess experience in undertaking M&A activity and executing the integration process. The business has a detailed plan to ensure the successful integration of new businesses into the Orora Group. Country, regulatory and tax risk Orora predominantly operates in Australia, New Zealand, the United States and Europe under a broad range of legal, accounting, tax, regulatory (including environmental) and political systems. The profitability of Orora’s operations may be adversely impacted by changes in fiscal or regulatory regimes including tax policies, difficulties in interpreting or complying with the local laws of the countries in which Orora operates and reversal of current political, judicial or administrative policies, including as a result of geopolitical tensions. Orora’s customers, many of which operate across a broad range of countries, are subject to regulatory risk in various jurisdictions, which may have an impact on their operations and consequently Orora’s operations. Orora continually monitors changes or proposed changes in regulatory regimes that may have an impact on Orora and, where appropriate, engages consultants and advisors to address specific issues. Where possible, Orora appoints local management teams that bring a strong understanding of the local operating environment and strong customer relationships. Orora also has a compliance training program and its business leaders regularly review country and regulatory risk. Orora’s tax affairs are governed by a tax risk framework that is approved, reviewed and reported against by the Audit, Risk & Compliance Committee of the Board. Tax risks are actively monitored and managed. Litigation As is the case with all organisations, Orora is exposed to potential legal and other claims or disputes in the ordinary course of business, including contractual disputes and other claims. Orora takes legal advice in respect of such claims and, where relevant, makes provisions and disclosure regarding such claims in its financial statements. There are no current undisclosed claims or disputes of a material nature. Financial and treasury Orora faces a variety of risks arising from the unpredictability of financial markets, including the cost and availability of funds to meet its business needs and movements in market risks, such as interest rates, foreign exchange rates and commodity prices. Orora’s Treasury function adopts a financial risk management policy approved by the Board. Appropriate commercial terms are negotiated, and derivative financial instruments are used, such as foreign exchange contracts, commodity contracts and interest rate swaps, to hedge these risk exposures. In addition, where possible, debt is proportionally drawn down in currencies that align with the proportion of assets in those same currencies to create a natural hedge for foreign exchange risk. Rob Sindel (BEng, MBA, GAICD, FIEAust, CPEng) Independent Non-Executive Director and Chair Rob Sindel brings international experience obtained from executive management and leadership positions, principally from his 30-year career in the construction and manufacturing industries both in Australia and the United Kingdom. Rob has particular insights in sales and marketing, in B2B environments, manufacturing process improvement, strategic management and operating in high-risk industries. Rob was formerly the Managing Director and Chief Executive Officer of CSR Limited from 2011 until 2019. Rob has been a Director of Orora Limited since March 2019 and was appointed Chair of the Board in February 2020. Directorships of listed entities and other directorships and offices CURRENT • Chair, Mirvac Limited (since January 2023) and Director (since August 2020) • Member, Yalari NSW Advisory Committee (since August 2017) RECENT (LAST 3 YEARS) • Director, Boral Limited (since September 2020 to July 2024) BOARD COMMITTEE MEMBERSHIP Brian Lowe (MBA) Managing Director and Chief Executive Officer Prior to Orora, Brian Lowe spent eight years with Delphi Technologies where he was Managing Director of the Asia Pacific Powertrain business, including five years based in Shanghai. This followed a 10-year career at General Electric (GE), where he held various leadership roles in sales and marketing, and supply chain. He was Managing Director of GE Plastics, Australia from 2001 to 2003. In his 13 years at Orora, Brian has been the Group General Manager of the Beverage (2011 — 2015) and Fibre (2016 — 2019) businesses. He was appointed Managing Director and Chief Executive Officer of Orora Limited in October 2019. BOARD COMMITTEE MEMBERSHIP Abi Cleland (BA, BCom, MBA, GAICD) Independent Non-Executive Director Abi Cleland has extensive global experience in strategy, M&A, digital and running businesses. This has been gained from senior executive roles in the industrial, retail, agriculture and financial services sectors, including with ANZ, Amcor, Incitec Pivot and as Managing Director of 333 Management, after starting her career at BHP in Australia and Asia. From 2012 to 2017, Abi established and operated an advisory and management business, Absolute Partners, focusing on strategy and building businesses leveraging disruptive change for large corporates and entrepreneurial businesses. Abi has been a Director of Orora Limited since February 2014. Directorships of listed entities and other directorships and offices CURRENT • Director, Bendigo and Adelaide Bank Limited (since April 2024) • Director, Coles Group Ltd (since November 2018) • Director, Computershare Limited (since February 2018) • Director, Methodist Ladies College Victoria (since January 2021) • Director, ProbeCX (since September 2022) RECENT (LAST 3 YEARS) • Director, Swimming Australia (Audit Chair) (July 2015 to June 2021) • Director, Sydney Airport Limited (April 2018 to March 2022) BOARD COMMITTEE MEMBERSHIP Board of Directors 48 ORORA LIMITED ANNUAL REPORT 2024 Michael Fraser (BCom, FCPA, MAICD) Independent Non-Executive Director Michael Fraser has a wealth of experience, following a 30-year career at AGL Energy where he held various senior management positions in sales and marketing, distribution, corporate services and regulatory management. Michael was formerly the Managing Director and Chief Executive Officer of AGL Energy Limited. Michael is currently Independent Chairman of APA Group. Michael has been a Director of Orora Limited since April 2022. Directorships of listed entities and other directorships and offices CURRENT • Independent Chair, APA Group (since October 2017; and Independent Director since September 2015) RECENT (LAST 3 YEARS) • Director, Aurizon Holdings Ltd (February 2016 to February 2022) BOARD COMMITTEE MEMBERSHIP Tom Gorman (BA, MA, MBA) Independent Non-Executive Director Thomas (Tom) Gorman brings a wealth of experience to Orora, following a 30-year career in executive positions at Ford Motor Company and Brambles Limited, of which he was Chief Executive Officer. Tom has worked in multiple functions including finance, operations, logistics, marketing and business development in England, France, Australia, and the United States (where he is a resident). Tom graduated cum laude from Tufts University with BA degrees in Economics and International Relations, obtained an MA from the Fletcher School of Law and Diplomacy, and an MBA with distinction from the Harvard Business School. Tom has been a Director of Orora Limited since September 2019. Directorships of listed entities and other directorships and offices CURRENT • Director, Alcoa Corporation (since May 2021) • Director, Sims Limited (since June 2020) • Director, Worley Limited (since December 2017) RECENT (LAST 3 YEARS) • Director, High Resolves (May 2017 to June 2022) BOARD COMMITTEE MEMBERSHIP Sarah Hofman [MEc, GAICD, CA] Independent Non-Executive Director Sarah Hofman is a Chartered Accountant with over 30 years’ experience in audit, advisory, capital markets and financial services regulation across the UK, Europe, and Asia Pacific. Most recently, Sarah held the position of Partner in the Risk & Regulatory Assurance team at PwC for eight years. Sarah was also previously the Chair of the Australia Securitisation Forum, the peak industry body for structured capital markets in Australia. Sarah is a recent graduate of the University of Cambridge Institute for Sustainability Leadership. Sarah has been a Director of Orora Limited since March 2024. BOARD COMMITTEE MEMBERSHIP Claude-Alain Tardy Independent Non-Executive Director Claude-Alain brings a depth of experience to Orora, with a career spanning 40 years with the Saint-Gobain Group in various senior management and executive positions across South America, Europe, the USA and Asia. Most recently, Claude-Alain held the position of CEO Construction Specialties, Saint-Gobain. Claude-Alain is currently a non- executive director of Outwork and Vestack. Claude-Alain has been a Director of Orora Limited since December 2023. Directorships of listed entities and other directorships and offices CURRENT • Director, Outwork (since 2021) • Director, Vestack (since 2021) RECENT (LAST 3 YEARS) • Saint-Gobain (2009 - 2021) • President SG PAM, Ecophon, Vetrotech, Eurokera, Leca, Kaiman (2019 - 2021) BOARD COMMITTEE MEMBERSHIP KEY Committee Member Chair of each Committee indicated by black circle outline Executive Committee Nomination Committee Safety, Sustainability & Environment Committee Human Resources Committee Audit, Risk & Compliance Committee 49 ORORA LIMITED ANNUAL REPORT 2024 Brian Lowe (MBA) Managing Director and Chief Executive Officer Prior to Orora, Brian Lowe spent eight years with Delphi Technologies where he was Managing Director of the Asia Pacific Powertrain business, including five years based in Shanghai. This followed a 10-year career at General Electric (GE), where he held various leadership roles in sales and marketing, and supply chain. He was Managing Director of GE Plastics, Australia from 2001 to 2003. In his 13 years at Orora, Brian has been the Group General Manager of the Beverage (2011-2015) and Fibre (2016-2019) businesses. He was appointed Managing Director and Chief Executive Officer of Orora Limited in October 2019. Shaun Hughes (BComm, BA, GAICD, CA ANZ) Chief Financial Officer Shaun Hughes was appointed CFO at Orora in October 2020, having spent more than 20 years leading the finance, procurement and IT teams for a range of ASX-listed and multinational companies operating across diverse industries. Shaun has extensive financial management experience in building and growing organisations having held global leadership roles with Telstra, Elders, IBM and EBOS. Shaun is a member of the Institute of Chartered Accountants of Australia and New Zealand. Ann Stubbings (BA/LLB, GAICD) Chief Safety, Sustainability and Governance Officer, Company Secretary and Group General Counsel Ann Stubbings leads the Group Safety, Sustainability, and Legal and Company Secretariat teams, and also holds the roles of Orora’s Company Secretary and Group General Counsel. Ann has extensive experience in governance, legal as well as leading in safety and sustainability, and people leadership. Ann has been a member of the Orora Executive Leadership Team since Orora’s listing on the ASX in December 2013. Prior to joining Orora, Ann held various senior in-house legal roles in corporate and commercial law, dispute resolution, governance and company secretariat across ASX listed manufacturing and financial services organisations and began her professional career in private legal practice at Hall and Wilcox. Angela Di lorio (BBA) Chief People Officer Angela Di Iorio is responsible for leading the Group Human Resources and Corporate Affairs and Communications teams at Orora. After joining the business in June 2021, Angela was appointed to the Executive Leadership Team in early 2024. Angela brings more than 25 years’ experience leading transformation and driving the strategic growth of capability within a diverse range of public and private organisations. Angela’s experience spans the manufacturing, technology and financial services industries, having early career roles at companies such as Medibank and AXA, and more recently having held senior roles at Simplot and Sensis prior to joining Orora. Executive Leadership Team 50 ORORA LIMITED ANNUAL REPORT 2024 Kelly Barlow [BS Mgt, MBA] President, Orora Packaging Solutions Kelly Barlow is the President of Orora Packaging Solutions and brings 22 years of experience at Orora. Prior to being appointed President of Orora Packaging Solutions in February 2023, Kelly served as the Senior Vice President of the Landsberg distribution business. Kelly has held several other senior leadership roles in distribution during her tenure with Orora in sales, marketing, customer experience, business development, and operations. Chris Smith (MBA) Executive General Manager – Orora Cans Chris Smith brings more than 24 years of diverse leadership experience across the FMCG and B2B sectors throughout Australia and New Zealand, having previously held management roles at Twinings (Associated British Foods) and Heinz. Prior to this, Chris held various senior sales, marketing and commercial roles at Cadbury Schweppes and Asahi from 2000 to 2010. Chris is responsible for overseeing the performance and operations of the Orora Cans business unit across Australasia. Chris was appointed to the Executive Leadership Team in early 2024, having first joined Orora in early 2014. Jean Marc Arrambourg President Saverglass Jean Marc Arrambourg brings over four decades of professional experience to the corporate landscape. Commencing his career in 1980 within the plastic packaging industry, his journey evolved significantly, with a predominant focus on glass packaging during his tenure at BSN, a subsidiary of the Danone Group. Subsequent to the acquisition of BSN by O-I, he assumed leadership responsibilities for O-I Europe’s European operations. In late 2017, Jean Marc joined Saverglass, where he ascended to the role of CEO in 2019. Presently, he serves as President Saverglass, steering the strategic direction of the Orora Glass business unit. 51 ORORA LIMITED ANNUAL REPORT 2024 Directors’ Report 52 ORORA LIMITED ANNUAL REPORT 2024 The Directors of Orora Limited (Orora or the Company) present their report, together with the financial statements of the Company and its controlled entities (collectively referred to as the consolidated entity or the Orora Group), for the financial year ended 30 June 2024. In this section Directors’ Report 52 Statutory matters 53 Board of Directors 53 Company Secretary 53 Directors’ meetings 53 Operating and financial review 54 State of affairs 54 Principal activities 54 Events subsequent to the end of the financial year 54 Likely developments 54 Dividends 54 Environmental performance and reporting 54 Directors’ interests 55 Unissued shares under option 55 Shares issued on exercise of options 55 On-market share purchases to satisfy employee share plans 55 Indemnification and insurance of officers 55 Indemnification of auditors 56 Proceedings on behalf of the Company 56 Non-audit services 56 External audit services 56 Rounding off 56 Corporate Governance Statement 56 Remuneration Report 57 Directors’ declaration 74 Auditor’s independence declaration 75 DIRECTORS’ REPORT Statutory matters ORORA LIMITED ANNUAL REPORT 2024 53 Board of Directors The Directors of the Company in office as at the date of this report are: A R H (Rob) Sindel B P (Brian) Lowe A P (Abi) Cleland M A (Michael) Fraser T J (Tom) Gorman C A (Claude-Alain) Tardy S M (Sarah) Hofman All Directors served on the Board for the period from 1 July 2023 to 30 June 2024. Samantha Lewis retired as Director on 1 April 2024. Claude-Alain Tardy was appointed Director on 4 December 2023 and Sarah Hofman was appointed Director on 1 March 2024. The qualifications, experience and special responsibilities of the current Directors, and other directorships held by them during the previous three years, are set out on pages 48 to 49 of this Annual Report. Company Secretaries A L (Ann) Stubbings is the Company Secretary of the Company, having commenced the position on listing of the Company on the ASX in December 2013. Ms Stubbings’ qualifications and experience are set out on page 50 of this Annual Report. Susannah Jobling Hodgens, BA/LLB, GDLP, GradDipIR/ER was appointed as an additional Company Secretary in March 2024. She also holds the position of General Counsel at Orora. Prior to joining Orora in 2013, Ms Jobling Hodgens was a lawyer at Corrs Chambers Westgarth and has also held senior roles in Human Resources in professional services. Directors’ meetings The following table sets out the number of Directors’ meetings (including meetings of Board Committees) held during the period from 1 July 2023 to 30 June 2024, and the number of meetings attended by each Director. Board Audit, Risk & Compliance Committee Executive Committee Human Resources Committee Nomination Committee** Safety, Sustainability & Environment Committee Scheduled Meetings 12 4 3 4 - 3 Unscheduled Meetings^ 9 - 1 - - - A B A B A B A B A B A B A P Cleland 21 21 4* 4 -* 3 4 4 - - 3 3 M A Fraser 20 21 4 4 -* 3 4 4 - - 3* 3 T J Gorman 20 21 4 4 1* 3 4 4 - - 3* 3 S L Lewis[1] 12 12 3 3 2* 2 3* 3 - - 2* 2 B P Lowe 21 21 4* 4 3 3 4* 4 - - 3* 3 A R H Sindel 21 21 4* 4 3 3 4* 4 - - 3 3 C A Tardy[2] 12 12 2* 2 -* 2 2 2 - - 1 1 S M Hofman[3] 9 9 1 1 1 1 1* 1 - - 1* 1 [1] Ms S L Lewis retired 1 April 2024 as Director. [2] Mr C A Tardy was appointed 4 December 2023 as Director. [3] Ms S M Hofman was appointed 1 March 2024 as Director. A Number of meetings attended. B Number of meetings held during the time the Director held office (in the case of Board meetings) or as a member of the Committee during the year (in the case of Committee meetings). * Indicates that although the Director is not a member of a specific Committee, the Director attended the meeting. All Directors are welcome to attend Committee meetings even though they may not be a member. ** All Nomination Committee matters were dealt with by the full Board during the financial year. ^ The Board held a number of unscheduled meetings during the financial year to address matters related to the acquisition of Saverglass . The Board may from time to time establish ad hoc and temporary Committees to address specific needs at the time. DIRECTORS’ REPORT Statutory matters 54 ORORA LIMITED ANNUAL REPORT 2024 Operating and financial review An operating and financial review of the consolidated entity during the financial year and the results of these operations begins at page 30 of this Annual Report. State of affairs The acquisition of Saverglass completed on 1 December 2023. Further information regarding the acquisition is provided in note 6.1 and page 83 of this Annual Report. Principal activities The principal activities of the consolidated entity at the date of this report are set out in the ‘Orora at a glance’ section on page 1 of this Annual Report. There were no significant changes in the nature of the principal activities of the consolidated entity during the financial year ended 30 June 2024. Events subsequent to the end of the financial year There have been no events subsequent at the date of this Annual Report. Likely developments The Operating and Financial Review section from pages 30 to 35 of this Annual Report contains information on the consolidated entity’s business strategies and prospects for future financial years and refers to likely developments in the consolidated entity’s operations and the expected results of these operations in future financial years. Information on likely developments in the consolidated entity’s business strategies, prospects and operations for future financial years and the expected results of those operations has not been included in this report where the Directors believe it would likely result in unreasonable prejudice to the consolidated entity. Details that could give rise to material detriment to the consolidated entity, for example, information that is commercially sensitive, confidential or could give a third party a commercial advantage, have also not been included. Dividends Dividends paid or declared by the Company to members during the financial year ended 30 June 2024 are set out in note 2.2 to the Financial Statements. No waiver was sought from the Trustees of the Orora Employee Share Trusts in respect of the entitlement of Treasury Shares held in the Trusts to be paid from the 2024 interim or final dividends, in compliance with Australian Tax Office Tax Determination (TD 2019/13). The Trusts received dividends on unallocated shares and the Employee Share Trusts were subject to tax at the applicable rate on dividends received in respect of the unallocated shares. Environmental performance and reporting The Orora Group is committed to continuous improvement of its environmental performance by finding better ways to manufacture and distribute its products. This is guided by the Orora Group’s Environmental Policy, a copy of which is available on Orora’s website. (a) Carbon emissions The National Greenhouse and Energy Reporting (Safeguard Mechanism) Rule 2015 (Rule) made under the National Greenhouse and Energy Reporting Act 2007 (Cth) (NGER Act) applies to facilities with direct CO2 emissions (Scope 1) of greater than 100,000 tonnes per year. These facilities are required to maintain their direct emissions below their historical peak level. Facilities that exceed their historical peak CO2 emissions will be required to purchase CO2 credits to offset their increase in emissions. The only Orora Group facility that exceeds the 100,000 tonnes per year CO2 threshold is the glass facility in Gawler, South Australia. The Glass facility at Orora moved from a calculated baseline to a production adjusted baseline in FY21. To date, the site has never exceeded the Safeguard Mechanism baseline. This facility complies with its obligations under the Rule. (b) Greenhouse gas requirements In Australia, the Orora Group is subject to reporting obligations under the NGER Act. The NGER Act requires the Company to report on its annual Australian greenhouse gas emissions and energy use. The Orora Group has data gathering and management systems in place that comply with the NGER Act and the Clean Energy Regulator’s audit processes. To comply with this obligation, Orora provides a report to the Clean Energy Regulator each year. ORORA LIMITED ANNUAL REPORT 2024 55 (c) Manufacturing All of Orora Group’s manufacturing sites are subject to significant environmental regulation, including, where applicable, specific environmental licences. These licences require discharges to air, land and water to be below specified levels of contamination. Compliance with these regulations and the Group’s overall environmental performance is monitored by Orora’s internal Sustainability Team, which liaises directly with divisional and site-based health, safety and environment professionals. Orora Group’s environmental performance and material regulatory compliance are also discussed regularly at Executive Leadership Team meetings. The Directors are not aware of any material breaches of environmental regulations or site-specific licences during or since the financial year ended 30 June 2024. Directors’ interests The relevant interests of each Director in the share capital of the Company as at 30 June 2024 are as follows: Name Number of shares Directors of Orora Limited A P Cleland 191,656 M A Fraser 76,569 T J Gorman 78,000 S L Lewis 140,775(2) B P Lowe 1,291,486(1) A R H Sindel 194,902 C A Tardy 40,000 S M Hofman 10,000 (1) Details of rights and options over shares in the Company held by B P Lowe are set out in section 6.4 of the Remuneration Report. (2) Ms Lewis retired 1 April 2024. The shareholding presented above represents shares held by Ms Lewis at the date of his retirement. Unissued shares under option Unissued ordinary shares or interests of the Company under option as at the date of this report are as follows: Options granted Expiry date Issue price Number under option 30 Oct 2015 30 Sep 2024 2.08 226,567 22 Oct 2018 31 Aug 2027 3.58 1,000,518 These options do not allow the holder to participate in any share or rights issue of the Company. Refer to the Remuneration Report for further information. Shares issued on exercise of options There were no ordinary shares of the Company issued during or since the financial year ended 30 June 2024 on the exercise of options granted over unissued shares or interests. On-market share purchases to satisfy employee share plans During the financial year ended 30 June 2024, 2,771,986 ordinary shares of the Company were purchased on-market and held on trust to satisfy obligations under the Company’s employee incentive plans. The average price per security at which these shares were purchased was $2.54. Indemnification and insurance of officers In accordance with the Company’s Constitution, the Company has entered into agreements with each person who is, or has been, an officer of the Company. This includes the Directors in office at the date of this report, all former Directors and other executive officers of the Company, indemnifying them against any liability to any person other than the Company, or a related body corporate, that may arise from their acting as officers of the Company, notwithstanding that they may have ceased to hold office. There is an exception where the liability arises out of conduct involving a lack of good faith, or is otherwise prohibited by law. DIRECTORS’ REPORT Statutory matters 56 ORORA LIMITED ANNUAL REPORT 2024 During and since the end of the financial year ended 30 June 2024, the Company has paid or agreed to pay the premiums for an insurance policy to insure current and previous Directors and other executive officers of the Company against certain liabilities incurred in that capacity. Due to the confidentiality obligations and undertakings set out in these agreements, no further details in respect of the premiums paid, or the terms of the agreements, can be disclosed. No indemnity payment has been made under any of the documents referred to above, during or since the financial year ended 30 June 2024. Indemnification of auditors The Company’s auditor is KPMG. During and since the financial year ended 30 June 2024: • no premium has been paid by the Company in respect of any insurance for KPMG • no indemnity has been paid by the Company in respect of KPMG’s appointment as auditor • no officers of the Company were partners or directors of KPMG, while KPMG undertook an audit of the Company. Proceedings on behalf of the Company No proceedings have been brought or intervened in on behalf of the Company with leave of the Court, nor has any application for leave been made in respect of the Company, under section 237 of the Corporations Act 2001. Non-audit services During the year, KPMG, the Company’s auditor, performed certain other services in addition to their statutory duties. The Board has considered the non-audit services provided during the financial year ended 30 June 2024 by the auditor and, in accordance with written advice provided by resolution of the Audit, Risk & Compliance Committee, is satisfied that the provision of those non-audit services during the financial year by the auditors is compatible with the general standard of independence for auditors, and did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons: • All non-audit services were subject to the corporate governance procedures adopted by the Company and have been reviewed by the Audit, Risk & Compliance Committee to ensure they do not impact the impartiality and objectivity of the auditor. In particular, all non- audit services are approved in accordance with the non-audit services delegations and approvals framework and reported to the Audit, Risk & Compliance Committee at each meeting. • The non-audit services provided do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Company, acting as an advocate for the Company or jointly sharing risks and rewards. A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 can be found on page 75 of this Annual Report. • Details of the amounts paid to KPMG and its related practices for audit and non-audit services provided during the financial year are set out in note 7.2 to the Financial Statements. In each case, the engagement of KPMG was made on its merits (based on service level, expertise, cost, as well as geographical spread). External audit services The Company appointed KPMG as the Company’s external auditor for the financial year ended 30 June 2024. Rounding off The Company is of a kind referred to in the ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191. In accordance with the ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, and except where otherwise stated, amounts in the Financial Statements and Directors’ Report have been rounded off to the nearest $100,000 or to zero where the amount is $50,000 or less. Corporate Governance Statement The key features of the Company’s corporate governance framework are set out in the Corporate Governance Statement, which is available on pages 36 to 45 of this Annual Report. Remuneration Report ORORA LIMITED ANNUAL REPORT 2024 57 Dear Fellow Shareholder, On behalf of Orora’s Board of Directors, I am pleased to present Orora’s Remuneration Report for the financial year ended 30 June 2024. As the Chair of the Human Resources Committee, I continued to work closely with my Committee colleagues and my colleagues on the Board throughout FY24 to ensure the Company’s Human Resources policies and remuneration frameworks are structured to attract, retain and motivate a diverse and talented team, and that Orora’s reporting and communication of these policies and frameworks is consistently clear and transparent. Financial year 2024 performance and remuneration outcomes The Orora team delivered a resilient earnings performance for FY24 in a challenging operating environment. Group Earnings Before Interest and Tax (EBIT) (excluding Saverglass) were $323.4m in line with FY23. Underlying EBIT, including a seven-month contribution from Saverglass, was $404.0m, up 26% from FY23. Underlying Net Profit After Tax (NPAT) of $223.7m increased by 10.2% despite higher interest expenses from acquisition debt. The team’s focus on sustainability and safety has been effective, with recordable case injuries down by 43% and lost time injuries down by 38%, with no serious injuries, and positive progress against sustainability goals. Executives at Orora are rewarded for performance against business objectives and for delivering longer-term returns for shareholders. Given FY24 was a challenging year, incentive plan outcomes reflect the alignment with shareholder returns, financial performance, and execution of the Company’s strategic business objectives. The Short-Term Incentive (STI) assessment includes financial and non-financial metrics, including safety. In FY24, in view of the significance of the Saverglass acquisition, STI outcomes included a 15% weighting for delivery of Saverglass EBITDA. Saverglass did not achieve its financial objectives, and therefore, no payments were made for this objective. Consequently, the current Executive KMP will receive STI payments between 39% and 42% of the maximum STI opportunity. The LTI has a three-year performance period and a one-year employment holding lock. For the FY22 LTI grant with performance period ended on 30 June 2024, the performance hurdles were tested and the grant will vest at 34.4% in August 2025, at the conclusion of the one-year employment holding lock. This outcome is a result of the Absolute Total Shareholder Return gateway not being achieved, and the Earnings per Share (EPS) measure partially achieved. Remuneration changes during the financial year The Human Resources Committee periodically reviews Orora’s Executive Remuneration Framework to ensure it effectively supports Orora’s objectives of attracting and retaining strong executive and diverse talent, and aligning executive remuneration outcomes to long- term shareholder returns. The review process undertaken this year included engagement with Orora team members to understand their perspectives, analysis of market practice in similar companies and discussions with Orora’s largest shareholders and their proxy advisors on strategy, performance and remuneration. For FY25, the Board has decided to increase the fixed remuneration of Executive KMP by 3.5%, in line with competitive market increases. DIRECTORS’ REPORT Remuneration Report 58 ORORA LIMITED ANNUAL REPORT 2024 Acquisition of Saverglass On 1 December 2023, Orora completed the acquisition of the Saverglass business, a global leader in the design, manufacturing and decoration of high-end glass bottles for the premium and ultra-premium spirit and wine markets. Achieving completion of an acquisition of this scale and complexity was a significant achievement by the Orora team. The acquisition and capital raising required the Orora Board to consider any potential impact on Orora’s employee equity incentive plans, under the rules governing those plans. In addition to the impact to STI payments mentioned previously, three LTI grants were established prior to the acquisition of Saverglass. The Board has reviewed each of these LTI grants to ensure there is no material advantage or disadvantage to management arising from the acquisition and capital raising, and consequently has made the following decisions: • No changes will be made to the performance hurdles for the LTI plans. • In relation to the FY22 LTI grant on foot, the impact of the Saverglass acquisition and associated equity raising for FY24 will be excluded from the calculation of Return on Average Funds Employed (RoAFE) and EPS. This is because of the distortion to the metrics caused by Saverglass only being owned for part of FY24 and the timing difference between the equity raising in September and Orora taking ownership of the business in December. The Saverglass financial results from 1 July 2024 will be included in full. The approach outlined above measures management’s performance in relation to the core business over the performance period for the FY22 LTI grant while ensuring accountability for the ongoing performance of the whole business, including Saverglass, for the FY23 and FY24 LTI grants. Final thoughts I send my sincere thanks to all Orora team members for another year of consistent delivery and solid results. Thank you to all Orora’s shareholders for your support this year. As always, I welcome your feedback and queries regarding the FY24 Remuneration Report provided in the following pages. Warm regards, Tom Gorman Chair, Human Resources Committee ORORA LIMITED ANNUAL REPORT 2024 59 Introduction The Remuneration Report provides a summary of Orora’s remuneration policy and practice for Key Management Personnel (KMP) for the financial year ended 30 June 2024. This report has been prepared as required by the Corporations Act 2001 (Cth) for the Company and its controlled entities (collectively, the Group or Orora) and has been audited by Orora’s external auditor. This Remuneration Report forms part of the Directors’ Report. Structure of this report Orora’s 2024 Remuneration Report is divided into the following sections: Section Page No. Message from Tom Gorman, Chair Human Resources Committee 57 u Key Management Personnel 59 v Overview of FY24 remuneration 60 w FY24 Remuneration framework 62 x Relationship between performance and remuneration outcomes 64 y Non-Executive Director remuneration 69 zAdditional required disclosures 69 1. Key Management Personnel (KMP) For the purposes of this Remuneration Report, KMP include Executive and Non-Executive Directors and nominated senior executives who have authority and responsibility for planning, directing and controlling the activities of the Group, either directly or indirectly. For the year ended 30 June 2024, the KMP were: Name Position Term as KMP Non-Executive Directors (NED) A R H (Rob) Sindel Chair Full year A P (Abi) Cleland Director Full year T J (Tom) Gorman Director Full year M A (Michael) Fraser Director Full year C (Claude-Alain) Tardy [1] Director Partial year S (Sarah) Hofman [2] Director Partial year S L (Sam) Lewis [3] Director Partial year Executive Director B P (Brian) Lowe Managing Director and Chief Executive Officer (CEO) Full year Executive S C (Shaun) Hughes Chief Financial Officer (CFO) Full year (1) C Tardy was appointed as a Director on 4 December 2023. (2) S Hofman was appointed as a Director on 1 March 2024. (3) S L Lewis retired as a Director on 1 April 2024. DIRECTORS’ REPORT Remuneration Report 60 ORORA LIMITED ANNUAL REPORT 2024 2. Overview of FY24 remuneration 2.1. Summary of remuneration framework Orora’s executive remuneration framework applies to the CEO and all of his direct reports of which the Executive KMP form a subset. This framework was introduced in FY20. Refer to Section 3.1 for a detailed explanation of the current remuneration components. Refer to Section 6.3 for an explanation of performance hurdles used and the vesting schedule. OUR PURPOSE To be a leading sustainable packaging solutions provider, designing and delivering products and services that enable our customers’ brands to thrive Our Purpose is supported by our remuneration principles and performance framework, overseen by the Board REMUNERATION PRINCIPLES Attract, motivate and retain talent Drive a high- performance culture Create long-term shareholder value REMUNERATION COMPONENTS[1] Fixed remuneration (FR) Short-Term Incentive (STI) Long-Term Incentive (LTI) • A market-based reward for role. • Delivered as cash salary and contribution to retirement benefits. • Rewards the achievement of Group and individual goals over a 12-month period. • CEO has a target STI of 70% of FR and a maximum opportunity of 100% of FR. The other Executives have a target of 50% and a maximum opportunity of 75% of FR. • 2/3 delivered in cash and 1/3 in Deferred Share Rights (DSR) deferred for two years. • Cash-settled Dividend Equivalent Payments (DEP) on DSR component. • Reinforces focus on creating long-term value for shareholders. • 70% to 100% of FR delivered as an upfront grant of Performance Rights (PR) with a three-year performance period and an additional one-year employment holding lock before vesting. LINK TO PERFORMANCE • Any increases in salary will consider the market median remuneration for similar roles and individual performance. • A scorecard of performance measures at a Group level is used to determine STI award payable. The scorecard represents the key priority areas for the current year and typically includes strategic initiatives (e.g. Sustainability and People) and has a strong weighting towards financial growth and returns. A safety and performance overlay also applies. • Deferral of payment in equity aligns reward outcomes with long-term value creation for shareholders. The following performance hurdles apply to LTI aligning executive and shareholder interests: • Earnings per Share (EPS) growth with a Return on Average Funds Employed (RoAFE) gateway. • Relative Total Shareholder Return (RTSR). Supports alignment of Executive and Shareholder interests Large proportion of remuneration is at risk and delivered as equity. Clawback and malus provisions apply to all equity. Use of EPS, RoAFE, and RTSR performance hurdles for PR. Minimum shareholding requirements. (1) An award of shares or cash deferred up to five years is occasionally used at the time of recruitment to replace existing entitlements from previous employers or as a specific retention award for existing executives. ORORA LIMITED ANNUAL REPORT 2024 61 2.2. Snapshot of FY24 performance and remuneration outcomes The Executive KMP remuneration outcomes for the financial year ended 30 June 2024 are summarised below. For more detailed information on remuneration outcomes and link to performance, please refer to Section 4. Remuneration component Description Fixed remuneration • The Board periodically benchmarks the remuneration of Executive KMP against comparable roles in other ASX- listed companies of similar size and industry dynamics as Orora. Short-Term Incentive (STI) FY24 award • Orora’s STI assessment includes several financial and non-financial metrics (at Group and individual level). In FY24, the STI outcomes were influenced by the inclusion of a Saverglass financial measure with 15% weighting, where threshold was not achieved. • The Group Earnings before Interest and Tax (EBIT) performance was between the threshold and target and average working capital as a % of sales did not achieve the target set by the Board for the financial year ended 30 June 2024. • As a result, STI payments for current Executive KMP will be paid out between 39% and 42% of maximum STI opportunity. Awards due to vest in FY24 and FY25 • DSR awarded as part of the STI payment for the financial year ended 30 June 2021 vested in September 2023. The Board did not identify any performance or conduct factors that would warrant lapsing of unvested equity. Accordingly, the Board approved full vesting of the FY21 DSR. • DSR awarded as part of the STI payment for the financial year ended 30 June 2022 are due to vest in September 2024. The Board did not identify any performance or conduct factors that would warrant lapsing of unvested equity. Accordingly, the Board approved full vesting of the FY22 DSR. For this equity to vest, the executive must remain employed until the vesting date (September 2024). Long-Term Incentive (LTI) FY24 award • The CEO and other Executive KMP were awarded 100% and 70% of their FR as Performance Rights respectively with a three-year performance period (1 July 2023 to 30 June 2026) and an additional one-year employment holding lock before vesting. The grant to the CEO was awarded post shareholder approval at the 2023 AGM. Award tested in FY23 and vesting in FY25 • The FY21 LTI grant had a three-year performance period which ended on 30 June 2023. This grant had a one-year employment holding lock before vesting (August 2024). • As disclosed in last year’s report, the grant achieved between threshold and target of the performance hurdles set for the plan. The Board did not identify any performance or conduct factors that would warrant lapsing of unvested equity. Accordingly, 85% of the grant vested in August 2024. Award tested in FY24 and vesting in FY26 • The FY22 LTI grant had a three-year performance period which ended on 30 June 2024. The grant has a one-year employment holding lock before vesting (August 2025). • 50% of the award had an EPS performance hurdle with a RoAFE gateway and 50% had a RTSR performance hurdle with an ATSR gateway. • For the FY22 LTI, the Saverglass acquisition and the associated equity raising were excluded from the assessment of RoAFE and EPS performance. • The RoAFE gateway was achieved and Orora's EPS growth performance of 5.5% was between the 4% and 8% vesting range for this grant. The ATSR gateway was not achieved and RTSR performance of 28th percentile was below the target (50th percentile of RTSR) vesting range for this grant. • Accordingly, 34.4% of the grant is scheduled to vest in August 2025 post the one-year employment holding lock. For this equity to vest, the executive must remain employed until the vesting date (August 2025). DIRECTORS’ REPORT Remuneration Report 62 ORORA LIMITED ANNUAL REPORT 2024 3. FY24 remuneration framework 3.1. Remuneration components Remuneration component Description Fixed Remuneration (FR) • Includes cash salary and contribution to retirement benefits. • The Board sets the fixed remuneration for KMP based on market median remuneration for similar roles in ASX-listed companies of similar size, industry and geographical footprint. The annual review of fixed remuneration takes into consideration market relativity, skills, experience, past performance and impact on total remuneration. Short-Term Incentive (STI) • Rewards the achievement of Group and individual financial and non-financial goals over a 12-month period. • 2/3 of the award is delivered annually in cash following the release of the end of year financial results. • 1/3 of the award is delivered in DSR[1] deferred over two years subject to malus conditions. Vesting after two years is subject to continued service. • The number of units is calculated as 1/3 of the STI award divided by the volume-weighted average share price (VWAP) of Orora shares for the 20 trading days up to and including the end of the financial year (30 June). • Cash-settled Dividend Equivalent Payments (DEP) is delivered at the end of the deferral period. • The CEO has a target STI of 70% of FR and a maximum opportunity of 100% of FR. Other executives have a target of 50% and a maximum opportunity of 75% of FR. Long-Term Incentive (LTI) • Aligns executive and shareholder interests by reinforcing executive focus on long-term sustainable shareholder returns. • 70% to 100% of FR delivered as PR[1] subject to a three-year performance period and an additional one-year employment holding lock with the following performance hurdles: — Growth in EPS hurdle with a RoAFE gateway – 50% weight — RTSR hurdle – 50% weight • The combination of EPS and RoAFE represents a strong measure of overall business performance. Refer to Section 6.3 for a more detailed explanation of the hurdles used. • After considering internal and external benchmarks, the Board simplified the LTI plan by removing the ATSR gateway for the FY24 LTI grant: — PR subject to EPS hurdle: RoAFE gateway of 15% must be met for the performance period for vesting to occur. If the RoAFE gateway is met, EPS Compound Annual Growth Rate (CAGR) of 4% over the performance period will be required for 50% vesting, with 100% vesting requiring an EPS growth of 8%. — RTSR over the performance period must be at the 50th percentile of the comparator group for 50% vesting, with 100% vesting requiring RTSR to be at the 75th percentile. • The number of units granted is calculated as value of the grant (70% to 100% of FR) divided by the VWAP of Orora shares for the 20 trading days up to and including the end of the financial year (30 June). • For LTI grants from FY22, the share price used to calculate the ATSR of the Group and each of the comparator companies for the performance period will use the 20 trading days VWAP for both the starting share price and the closing share price. The previous approach used five trading days VWAP for the starting share price and 20 trading days VWAP for the closing share price. This change has been made to reduce the impact of share price volatility and to improve consistency. (1) A Right (either DSR or PR) is the right to receive one Orora share (or cash of equivalent value) upon vesting, subject to adjustment for certain capital actions. Rights do not carry any dividend entitlements or voting rights prior to vesting. Shares allocated upon vesting carry the same rights as any other Orora share. For DSR and PR, forfeiture and clawback provisions apply for behaviour contrary to Orora’s values or any actions that bring the Group or any company within the Group into disrepute. If employment ceases due to resignation or dismissal, any unvested DSR or PR will lapse. If employment ceases due to other reasons, the Board has discretion with respect to unvested Rights, including to lapse any unvested DSR or PR fully or partially. ORORA LIMITED ANNUAL REPORT 2024 63 3.2. Target remuneration mix and delivery Orora’s executive remuneration framework provides an appropriate mix of short, medium and long-term incentives to attract, motivate and retain talent and to drive high performance. Delivering a significant portion of remuneration in equity (1/3 of STI delivered as DSR deferred over two years and LTI delivered as PR subject to a three-year performance period and an additional one-year employment holding lock) aligns the interests of executives and shareholders. MD & CEO Other Executive KMP Delivering a significant portion of remuneration as equity over a four-year period reinforces executive focus on achieving long-term objectives and creating sustainable value for shareholders. (1) The grants to the CEO are awarded post shareholder approval at the 2023 AGM (for LTI) and 2024 AGM (for STI). The LTI award is due to vest in August 2027. DIRECTORS’ REPORT Remuneration Report 64 ORORA LIMITED ANNUAL REPORT 2024 4. Relationship between performance and remuneration outcomes 4.1. Performance framework Orora’s executives are rewarded for annual performance against challenging business plans as well as longer-term returns for shareholders. Financial and non-financial performance measures that align with the key priority areas for the Group are carefully selected by the Board at the start of the financial year. The performance measures selected for FY24 are summarised below. Note, for Executive KMP, there was a 15% weighting for a Saverglass financial measure (EBITDA) that was included as part of the Group earnings. 4.2. Performance outcome Achievement against the performance measures both at a Group and individual level is assessed every six months by the Human Resources Committee (HRC), which provides recommendations to the Board. At the end of the financial year, the Board determines the STI outcome for executives based on their performance against the agreed measures. The STI assessment includes a number of financial and non-financial metrics (at a Group and individual level). Significant items (both positive and negative) are assessed each year by the Board to determine whether any significant items should be included in the STI assessment. At the end of the financial year, the HRC reviews Group performance against the LTI performance hurdles to confirm the vesting outcome of any PR that have completed their performance period. The HRC also assesses if there are any significant Group or individual performance factors that require the Board to apply discretion to claw back previously granted equity or reduce the quantum of LTI to be granted. ORORA LIMITED ANNUAL REPORT 2024 65 4.2. Performance outcome (continued) An overview of the performance measures for FY24 and achievement against these measures is summarised below. KPI Performance commentary Outcome Group earnings Earnings Before Interest and Tax (EBIT) EBIT earnings (excluding Saverglass) were up 0.9% (down 0.5% on a constant currency basis) and were broadly consistent with FY23 in the face of macroeconomic headwinds across our various markets. Between threshold and target Saverglass earnings[¹] Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) Saverglass EBITDA for seven months performance was unfavourable due to the impact of the global customer de-stocking environment. Below threshold Group asset management Average working capital (AWC) as a % of sales AWC financial result for the financial year ended 30 June 2024 was below the medium/long-term goal of being less than 11% of sales at 11.8%. Below threshold Individual strategic measures Performance measures vary for each role and support Orora’s strategy of expanding and optimising Group outcomes while delivering our sustainability goals (‘Our Promise to the Future’) Performance outcomes varied for executives with assessments ranging from partially achieved to fully achieved. Key achievements included execution of the plan to integrate Saverglass and develop the new Global Glass business for FY25 and GHG emissions activities contributing to an emissions reduction between FY24 and the FY19 baseline year of 17.8% (Location-based factors Scope 2) and 13.8% (Market-based factors Scope 2). Fully achieved for executive KMP, varied for other executives Safety overlay Performance and leadership against a selection of key safety metrics Safety results for the financial year ended 30 June 2024 were positive, reflecting a significant improvement in performance. As such, no overlay was applied. A number of initiatives were launched across the business to address safety performance. No overlay was applied Performance overlay The Board also considers: • If performance was aligned to Orora’s values. • If the Executive was proactive in overcoming challenges in the delivery of the final outcome. • What their individual contribution was to the Group performance. The Board considered how the executives achieved performance and was satisfied that the STI outcomes were appropriate, and no further performance overlay was necessary. No overlay was applied (1) Saverglass earnings KPI was included in the STI scorecards for Executive KMP and other select group executives. DIRECTORS’ REPORT Remuneration Report 66 ORORA LIMITED ANNUAL REPORT 2024 4.3. Group financial performance (total operations) The table below summarises the key indicators of Orora’s performance and relevant shareholder returns for the five years to 30 June 2024. The table below shows total operations of the Group including the Australasian Fibre business which was divested during the FY20 financial year, and which is presented in the Financial Report as a discontinued operation. Financial summary for year ended 30 June 2024(A) 2023(B) 2022(B) 2021(B) 2020(B) EBIT ($m) 404.0 320.5 285.5 249.1 288.2 Dividends per ordinary share (cents) 10.0 17.5 16.5 14.0 12.0 Closing share price (as at 30 June) $1.97 $3.29 $3.65 $3.33 $2.54 EPS growth (%) (19.4%) 11.1% 28.2% (2.3%) (22.9%) NPAT ($m) 223.7 203.0 187.1 156.7 167.3 TSR (%)[C] (30.9%) (6.0%) 18.4% 32.6% (13.4%) Underlying operating cash flow ($m)[D] 397.0 269.9 272.6 246.0 57.9 RoAFE (%)[E] 14.3% 21.8% 22.4% 19.9% 12.0% (A) EBIT, NPAT, EPS growth and RoAFE exclude the impact of the after-tax significant item expense amount of $38.5 million recognised relating to transaction costs incurred in respect of the acquisition of Saverglass. Refer to note 1.2 of the financial statements for further detail. (B) EBIT, NPAT, EPS growth and RoAFE exclude the impact of the significant item income and expense items. Details of the significant items excluded from these measures, for each year in the table above, can be found in the relevant 2020-2023 Annual Reports. (C) TSR is calculated as the change in share price for the financial year, plus dividends paid during the financial year, divided by the opening share price for the financial year. (D) Underlying operating cash flow excludes cash significant items that are considered to be outside the ordinary course of operations and non-recurring in nature but includes non-growth net capital expenditure. (E) RoAFE is calculated as Earnings Before Income and Tax (EBIT) excluding significant items divided by average funds employed. 4.4. Fixed Remuneration changes Reflecting the overall performance of the Company, along with total compensation outcomes, the Board awarded the CEO and the CFO a fixed remuneration increase of 2.5% in FY24. A minor adjustment was made in July 2024 for Executive KMP to align their superannuation with the increased Superannuation Guarantee rate effective 1 July 2024. In determining remuneration for executives, Orora considers market relativity, skills, experience and past performance. Remuneration is reviewed annually and approved by the Board. For Australia based executives, Orora uses ASX-listed companies of a similar size (assessed by market capitalisation) and industry for comparison. For US based executives, Orora uses both ASX-listed companies and NYSE/NASDAQ-listed companies of a similar size and industry for comparison. For France based executives, Orora uses select peer groups of companies of both size and industry characteristics for comparison. For FY25, on reviewing market data and considering the overall performance of the Company, the Board has decided that the Executive KMP will receive a fixed remuneration increase of 3.5%, in line with market increases. 4.5. Short-term incentive outcomes FY24 STI award An overview of Orora’s performance measures for FY24 and achievement against these measures can be found in Section 4.2. Orora’s Earnings were between the threshold and target and asset management was below the target set by the Board. After considering individual and business performance against the financial and non-financial targets set by the Board, STI payments to Executive KMP were paid as per the table below. STI awarded[1] % of maximum STI opportunity forfeited Executive KMP $ % of maximum STI opportunity Cash STI ($) DSR ($) # of DSR B P Lowe 567,030 41.5% 378,020 189,010 94,699 58.5% S C Hughes 228,177 39.6% 152,119 76,058 38,107 60.4% (1) The cash and DSR will be granted in September 2024. DSR allocations are determined based on the volume-weighted average price of the Company’s shares for the 20 trading days prior to 30 June 2024 ($1.9959 per share). ORORA LIMITED ANNUAL REPORT 2024 67 STI award due to vest in FY24 and FY25 DSR awarded as part of the STI payment for the financial year ending 30 June 2021 vested in September 2023. The Board did not identify any performance or conduct factors that would warrant lapsing of unvested equity. Accordingly, the Board approved full vesting of the FY21 DSR. DSR awarded as part of the STI payment for the financial year ended 30 June 2022 are due to vest in September 2024. The Board did not identify any performance or conduct factors that would warrant lapsing of unvested equity. Accordingly, the Board approved full vesting of the FY22 DSR. For this equity to vest, the executive must remain employed until the vesting date (September 2024). 4.6. Long-term incentive outcomes FY24 LTI award Details of the Executive KMP LTI opportunity and the actual award for FY24 are provided below: Executive KMP LTI as % of FR # of units granted Face value of grant[1] Performance hurdles associated with the grant B P Lowe 100% 422,600 1,081,856 50% CAGR EPS with minimum RoAFE gateway of 15.0%. 50% Relative Total Shareholder Return (TSR). A one-year employment holding lock applies before vesting until 31 August 2027. Refer to Section 3.1 for further details. S C Hughes 70% 166,656 426,639 (1) Face value of grant reflects the share price at the date the award was granted. The awards for Mr Lowe and Mr Hughes were granted on 1 December 2023 ($2.56 per share). LTI tested in FY24 and vesting in FY26 The FY22 grant was delivered as PR with a three-year performance period and an additional one-year employment holding lock for vesting. 50% of the PR are subject to the EPS hurdle with RoAFE gateway and 50% are subject to the RTSR hurdle with ATSR gateway. Refer to Section 6.3 for a more detailed explanation of the hurdles used and the vesting schedule. The performance period for the grant commenced on 1 July 2021 and concluded on 30 June 2024 and this grant is due to vest in August 2025 at the conclusion of the one- year holding lock. The results are outlined below: Performance hurdles and gateways Result over the performance period (1 July 2021 to 30 June 2024) Proportion eligible to vest at the end of the employment holding lock Proportion lapsed RoAFE gateway Achieved N/A EPS hurdle Partially achieved (19.8%) 68.7% 31.3% ATSR gateway Not achieved N/A RTSR hurdle Not achieved (28th percentile) 0% 100% As the performance hurdles were partially met, 34.4% of the FY22 LTI grant is eligible to vest in August 2025 at the end of the one-year employment holding lock. DIRECTORS’ REPORT Remuneration Report 68 ORORA LIMITED ANNUAL REPORT 2024 4.7. Total remuneration realised by Executive KMP during FY24 The table below summarises the remuneration realised by Executive KMP during the performance periods ended 30 June 2023 and 30 June 2024. This table has been included to increase transparency and provide shareholders greater clarity around remuneration outcomes. This table differs from the statutory remuneration table in Section 6.2, which presents remuneration in accordance with accounting standards. Remuneration realised by Executive KMP for FY23 and FY24 is explained below. Remuneration component Description Fixed Remuneration (FR) • Comprises cash salary and contribution to retirement benefits for the relevant year. Cash Short-Term Incentive (STI) • Comprises the cash component of the STI earned in the relevant year which is paid after the issuance of the relevant financial year’s annual report. Deferred Share Rights (DSR) • Represents the value of DSR that were awarded as part of STI in previous years and vested in the relevant year. For 2024, this comprises the value of DSR awarded as part of the STI payment for the financial year ended 30 June 2021 that vested in September 2023. For 2023, this comprises the value of DSR awarded as part of the STI payment for the financial year ended 30 June 2020 that vested in September 2022. Performance Rights (PR) • Represents the value of equity tested at the end of the performance period to 30 June and vesting is approved by the Board. For this equity to vest, the executive must remain employed until the vesting date (and to the end of any applicable employment holding lock periods). For 2024, this comprises the value of FY21 LTI that partially vested. For 2023, this comprises the value of FY20 LTI that vested. Executive KMP Year Fixed Remuneration Cash STI Incentives realised Total remuneration DSR[1] PR[2] SO B P Lowe 2024 1,356,777 378,020 253,543 560,608 – 2,548,948 2023(3) 1,293,432 556,389 212,951 906,750 – 2,969,522 S C Hughes 2024 764,277 152,119 72,782 302,498 – 1,291,676 2023 734,737 223,513 – – – 958,250 (1) The value of DSR was calculated using the VWAP on the ASX for the 20 trading days up to and including the vesting date. The VWAP for the DSR award that tested during the period was $1.99 per share (2023: $3.35 per share). (2) The value of PR was calculated using the VWAP on the ASX for the five trading days up to and including the end of the performance period. The VWAP for 30 June 2024 was $1.94 per share (2023: $3.25 per share). (3) The comparative period remuneration for Mr B P Lowe has been restated for current period presentation. This includes the correction of amounts included within the amount of fixed remuneration and restatement of the DSR value from a five-trading day VWAP in the comparative period to a twenty-day VWAP in the current period. ORORA LIMITED ANNUAL REPORT 2024 69 5. Non-Executive Director remuneration The NED fee policy enables the Company to attract and retain high-quality Directors with relevant experience. The fee policy is reviewed annually by the HRC. In setting and reviewing NED fees, the HRC considers fees paid by comparable companies and the qualifications and experience necessary for the role, and provides recommendations to the Board. The Chairman receives a base fee (inclusive of superannuation) of $424,005. NED receive a base fee (inclusive of superannuation) of $214,063 for being a Director of the Board, and additional annual fees as listed below: • for chairing the Audit, Risk & Compliance Committee (ARCC): $25,000. • for chairing the HRC or Safety, Sustainability & Environment Committee (SSEC): $20,000. • where a NED is not a Chair of a Committee, but is a member of two Committees, being membership of the ARCC, HRC and/or SSEC: $20,000. No additional fees are payable to the Chair of the Board for membership of Committees or other NEDs if they are already remunerated for Chairing the ARCC, HRC or SSEC. No additional fees are paid for Chairing or membership of the Executive or Nomination Committees. The current NED aggregate fee limit is $1,900,000 as approved by shareholders at the 2015 Annual General Meeting. No increase was made to fixed-base fees or Committee fees, during the financial year ended 30 June 2024. A minor adjustment (0.5%) was made in July 2024 to superannuation for all NEDs to align with the increased Superannuation Guarantee rate effective 1 July 2024. NEDs do not receive performance-based remuneration and are not granted equity instruments by Orora as part of their remuneration. 6. Additional required disclosures 6.1. Remuneration governance The Board maintains overall accountability for the oversight of Orora’s remuneration approach for all Orora executives and NEDs, having regard to the recommendations made by the HRC. The HRC reviews and makes recommendations to the Board on NED and executive remuneration and at-risk remuneration policies for all Orora executives taking into account business strategy, corporate governance principles, market practice and stakeholder interests. More information on the Board’s role and Orora’s corporate governance policies for KMP (including minimum shareholding, share trading, and the prohibition of hedging or margin lending in respect of Orora securities) can be found on Orora’s website at: https://www.ororagroup.com/investors/policies-and-standards. During the reporting period, the HRC did not receive any remuneration recommendations (as defined by the Corporations Act 2001) from external consultants. DIRECTORS’ REPORT Remuneration Report 70 ORORA LIMITED ANNUAL REPORT 2024 6.2. Statutory remuneration disclosures Executive KMP remuneration Details of the Executive KMP remuneration prepared in accordance with statutory requirements and accounting standards during the reporting period are given in the table below. Short-term benefits Executive KMP Year Base salary(1) Other benefits[2] Cash STI Superannuation Long service leave Share-based payments (DSR/PR/SO)[3] Total remuneration Performance related remuneration B P Lowe 2024 1,405,884 32,950 378,020 27,399 71,325 891,990 2,807,568 45.2% 2023 1,277,380 29,555 556,389 25,292 39,812 919,657 2,848,085 51.8% S C Hughes 2024 829,578 51,489 152,119 27,399 27,190 399,027 1,486,802 37.1% 2023 691,017 – 223,513 25,149 18,261 349,483 1,307,423 43.8% (1) The amount disclosed includes base salary and the movement in the short-term employee annual leave benefit. (2) Other benefits include costs associated with other short-term employment benefits, inclusive of any fringe benefits tax. For S C Hughes other benefits includes costs incurred in respect of his relocation to France. (3) The value of the share-based payments represents the accounting fair value of restricted shares, options, rights and performance rights granted, collectively referred to as the ‘grants’. In accordance with the Accounting Standards the accounting fair value of the grants is recognised proportionally over the grant’s performance period. The amounts above represent management’s best estimate, at the date of this report, of the likelihood that the performance conditions of the grants being met and will therefore vest, at which point the Executive KMP will be entitled to receive the share-based payment. If the performance conditions are not met, the Executive KMP will not be entitled to the share-based payment. NED remuneration Details of the NED remuneration during the reporting period are given in the table below. NED Year Base and Committee fees Superannuation benefits Total remuneration A R H Sindel 2024 396,606 27,399 424,005 2023 396,606 25,292 421,898 A P Cleland 2024 210,868 23,196 234,064 2023 210,868 22,141 233,009 M A Fraser 2024 210,868 23,196 234,064 2023 209,909 22,040 231,949 T J Gorman 2024 234,063 – 234,063 2023 232,928 – 232,928 C Tardy[1] 2024 135,608 – 135,608 2023 – – – S Hofman[2] 2024 71,791 7,897 79,688 2023 – – – S L Lewis[3] 2024 161,576 19,748 181,324 2023 215,434 22,621 238,055 J L Sutcliffe[4] 2024 – – – 2023 35,145 3,690 38,835 (1) C Tardy was appointed as a Director on 4 December 2023. The remuneration for 2024 represents the period from 4 December 2023 to 30 June 2024. (2) S Hofman was appointed as a Director on 1 March 2024. The remuneration for 2024 represents the period 1 March 2024 to 30 June 2024. (3) S L Lewis retired as a Director on 1 April 2024. The remuneration for 2024 represents the period from 1 July 2023 to 1 April 2024. (4) J L Sutcliffe retired as a Director on 31 August 2022. The remuneration for the comparative period represents the period from 1 July 2022 to 31 August 2022. ORORA LIMITED ANNUAL REPORT 2024 71 6.3. Terms of equity grants Performance Rights granted from FY21 The awards from FY21 were granted consistent with the terms described in Section 3.1. Performance Rights subject to an EPS hurdle must first meet a minimum RoAFE gateway to vest. RoAFE is calculated as EBIT excluding significant items divided by the average funds employed in each financial year at the 30 June testing date. EPS measures the earnings generated by the Group attributable to each Orora share. EPS is calculated based on the net profit after tax (NPAT) excluding significant items calculated on a constant currency basis for the relevant financial year divided by the weighted average number of Orora shares on issue. The growth in the Group’s EPS over the relevant performance period will be calculated as the increase in EPS over the base EPS (the normalised EPS outcome for the previous financial year). The compound growth in EPS will be expressed as a cumulative percentage. For the FY22 plan, the Saverglass acquisition and the associated equity raising were excluded from the assessment of RoAFE and EPS performance. For the FY23 and FY24 plans, Saverglass results will be included from 1 July 2024 for testing purposes. EPS will continue to be calculated on a constant currency basis, to avoid the variability of foreign exchange translation year to year, and will exclude the amortisation of identifiable assets recognised in relation to the Saverglass acquisition. The below table shows the adjustments to EPS for the three LTI plans on foot. No changes were made to the performance hurdles for these plans. FY22 LTI grant No change to Base EPS. FY23 LTI grant Base EPS changes from 21.7 to 19.9 cents. FY24 LTI grant Base EPS changes from 24.1 to 22.2 cents. If the RoAFE gateway is not met in the relevant performance period, all PR subject to the EPS hurdle will lapse. If the RoAFE gateway is met, the PR subject to the EPS hurdle will vest in accordance with the vesting schedule below. RTSR measures the growth in the Group’s share price together with the value of dividends declared and paid or any other returns of capital during the performance period against companies ranked 50 to 150 on the S&P/ASX index as at the start of the performance period. The share price used to calculate the TSR of the Group and each of the comparator companies for the performance period will be measured as follows: • the opening share price is the VWAP on the ASX for the final 20 trading days of the previous financial year for PR granted from FY22. • the closing share price is the VWAP on the ASX for the final 20 trading days of the performance period. For the FY24 LTI grant, the Board simplified the LTI plan by removing the ATSR gateway. For the FY22 and FY23 plans, PR subject to the RTSR hurdle must first meet a minimum ATSR gateway to vest. The ATSR gateway is a condition that Orora’s TSR over the performance period must not be negative. If the ATSR gateway is not met in the relevant performance period, all PR subject to the RTSR hurdle will lapse. If the ATSR gateway is met, the PR subject to the RTSR hurdle will vest in accordance with the vesting schedule below. % CAGR in EPS over performance period % of PR subject to EPS hurdle that will vest RTSR over performance period % of PR subject to RTSR hurdle that will vest Below 4% 0% Below 50th percentile 0% 4% 50% 50th percentile 50% Between 4% and 8% Pro-rata straight line vesting will occur between 50% and 100% Between 50th and 75th percentile Pro-rata straight line vesting will occur between 50% and 100% 8% or higher 100% 75th percentile or higher 100% Orora engages the services of an independent external provider to calculate TSR performance. The Board has the discretion to change or modify the gateways and hurdles associated with the plan at the time of grant. DIRECTORS’ REPORT Remuneration Report 72 ORORA LIMITED ANNUAL REPORT 2024 6.4. Options and Rights over equity instruments The table below shows the DSR, PR and SO held by Executive KMP during the reporting period. Any rights that vest will automatically be exercised at no cost on or around the time that Orora notifies the participant of vesting. During the period no share options vested nor were any exercised by the Executive KMP. Type of equity Grant date Number granted First date exercisable Expiry date Vested Lapsed Unvested Fair value at grant Exercise price Number % Number % Number B P Lowe[1] DSR 01/09/2023 85,598 01/09/2025 01/09/2025 – – – – 85,598 $3.29 – DSR 06/10/2022 108,485 01/09/2024 01/09/2024 – – – – 108,485 $3.02 – DSR 27/08/2021 127,032 01/09/2023 01/09/2023 127,032 100% – – – $3.13 – PR 01/12/2023 422,600 31/08/2027 01/09/2027 – – – – 422,600 $1.51 – PR 20/10/2022 361,413 31/08/2026 01/09/2026 – – – – 361,413 $1.76 – PR 05/11/2021 273,847 31/08/2025 31/08/2025 – – – – 273,847 $2.27 – PR 28/10/2020 339,147 30/08/2024 01/09/2024 – – – – 339,147 $1.81 – PR 22/11/2019 270,900 31/08/2023 01/09/2023 270,900 100% – – – $2.23 – SO 22/10/2018 244,500 30/08/2022 30/08/2027 199,512 82% 44,988 18% – $0.38 $3.58 S C Hughes DSR 01/09/2023 34,386 01/09/2025 01/09/2025 – – – – 34,386 $3.29 – DSR 06/10/2022 44,776 01/09/2024 01/09/2024 – – – – 44,776 $3.02 – DSR 27/08/2021 36,466 01/09/2023 01/09/2023 36,466 100% – – – $3.13 – PR 01/12/2023 166,656 31/08/2027 01/09/2027 – – – – 166,656 $1.51 – PR 05/10/2022 142,282 30/06/2026 01/09/2026 – – – – 142,282 $1.88 – PR 30/09/2021 148,066 30/06/2025 01/09/2025 – – – – 148,066 $1.99 – PR 06/11/2020 183,000 30/06/2024 01/09/2024 – – – – 183,000 $1.78 – (1) B P Lowe was appointed Managing Director and Chief Executive Officer effective 1 October 2019 and was designated a KMP from this date. Grants prior to this date relate to his previous roles. ORORA LIMITED ANNUAL REPORT 2024 73 6.5. Shareholdings To strengthen alignment of the interests of Orora’s executives and NEDs with shareholders, there is a minimum shareholding requirement (MSR). Executive KMP shareholdings The CEO and other executives are required to build and maintain a shareholding equivalent to 100% and 50% of FR respectively within six years of their appointment. Once the relevant MSR has been attained, executives must not dispose of Orora equity granted as incentive on or after 1 January 2014, where it will result in them holding less than the MSR. Executive Balance on 1 July 2023 Received on exercise of grant Shares acquired during reporting period Shares disposed of during reporting period Closing balance on 30 June 2024 Value of total holdings as a % of FR B P Lowe 605,932 397,932 287,622 – 1,291,486 184.0% S C Hughes 105,000 36,466 72,432 (76,569) 137,329 34.7% Non-Executive Director shareholdings The Board Charter specifies that, amongst other things, Non-Executive Directors will be expected to purchase Orora shares (at times when they are permitted to trade) to achieve a shareholding equivalent in value to one year’s base fee remuneration within five years of joining the Board and maintain at least that level of shareholding throughout their tenure. Existing NED are expected to achieve this shareholding going forward and maintain it throughout their tenure. NED Balance on 1 July 2023 Shares acquired during reporting period Shares disposed of during reporting period Closing balance on 30 June 2024 Value of total holdings as a % of base fees A R H Sindel 140,000 54,902 – 194,902 95.6% A P Cleland 135,425 56,231 – 191,656 176.8% M A Fraser 55,000 21,569 – 76,569 70.6% T J Gorman 56,000 22,000 – 78,000 64.8% C Tardy [1] – 40,000 – 40,000 57.4% S Hofman [2] – 10,000 – 10,000 27.1% S L Lewis [3] 98,798 41,977 – 140,775 149.2% (1) C Tardy was appointed as a Director on 4 December 2023. (2) S Hofman was appointed as a Director on 1 March 2024. (3) S L Lewis retired as a Director on 1 April 2024. The shareholding presented above represents shares held by Ms Lewis at the date of her retirement. 6.6. Executive KMP service agreements The details of the contract terms for the Executive KMP are disclosed: Type of contract Permanent ongoing Notice period Six months Termination payment Greater of amount payable required by law and payments in lieu of notice (total termination payment must not exceed 12 months’ FR) 6.7. Transactions with KMP No other transactions occurred between KMP and the Group during the reporting period. 6.8. Loans to KMP or related parties No loans to KMP or related parties were provided during the reporting period. DIRECTORS’ REPORT Directors’ declaration 74 ORORA LIMITED ANNUAL REPORT 2024 This Directors’ report is made in accordance with a resolution of the Directors. A R Sindel Chair 14 August 2024 Auditor’s independence declaration ORORA LIMITED ANNUAL REPORT 2024 75 Financial Report 76 ORORA LIMITED ANNUAL REPORT 2024 This is the financial report of Orora Limited (the Company) and its subsidiaries (collectively referred to as the Group). The financial report has been prepared in a style that attempts to make the report less complex and more relevant to shareholders. The note disclosures have been grouped into a number of sections with each section also including details of the accounting policies applied in producing the relevant note, along with details of any key judgements and estimates used. Notes to the financial statements provide information required by statute, accounting standards or Listing Rules to explain a particular feature of the financial statements. The notes which follow also provide explanation and additional disclosures to assist readers in their understanding and the interpretation of the Annual Report and the financial statements. In this section Financial statements 76 Income statement 77 Statement of comprehensive income 78 Statement of financial position 79 Statement of changes in equity 80 Cash flow statement 81 Notes to the financial statements 82 Results for the year 85 1.1 Segment results 85 1.2 Significant items 88 1.3 Earnings Per Share (EPS) 89 1.4 Income 90 1.5 Operating costs 91 Capital structure and financing 92 2.1 Capital management 92 2.2 Dividends 93 2.3 Net debt 94 2.4 Equity 98 Assets and liabilities 101 3.1 Trade and other receivables 101 3.2 Inventories 102 3.3 Trade and other payables 103 3.4 Other assets 103 3.5 Property, plant and equipment 104 3.6 Leases 105 3.7 Intangible assets 109 3.8 Impairment of non-financial assets 110 3.9 Provisions 113 Income tax 116 4.1 Income tax expense 116 4.2 Deferred tax balances 116 Financial risk management 119 5.1 Derivative financial instruments 119 5.2 Market risks 124 5.3 Credit risk 128 5.4 Liquidity and funding risk 129 Group structure 131 6.1 Saverglass acquisition 131 6.2 Principal subsidiary undertakings and investments 133 6.3 Orora Employee Share Trust 133 Other notes to the financial statements 134 7.1 Share-based compensation 134 7.2 Auditors’ remuneration 137 7.3 Commitments and contingent liabilities 137 7.4 Orora Limited 138 7.5 Deed of Cross Guarantee 139 7.6 Related party transactions 141 7.7 Key Management Personnel 141 7.8 New and amended accounting standards and interpretations 142 • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • Independent Auditor’s Report to the members of Orora Limited ORORA LIMITED ANNUAL REPORT 2024 147 Independent Auditor’s Report to the members of Orora Limited 148 ORORA LIMITED ANNUAL REPORT 2024 ORORA LIMITED ANNUAL REPORT 2024 149 Independent Auditor’s Report to the members of Orora Limited 150 ORORA LIMITED ANNUAL REPORT 2024 ORORA LIMITED ANNUAL REPORT 2024 151 Statement of shareholdings 152 ORORA LIMITED ANNUAL REPORT 2024 Statement pursuant to Australian Securities Exchange official list requirements. Top 20 shareholders as at 26 July 2024 Rank Name Shares held % of issued capital 1 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 341,897,777 25.45 2 J P MORGAN NOMINEES AUSTRALIA PTY LIMITED 289,768,306 21.57 3 CITICORP NOMINEES PTY LIMITED 287,209,036 21.38 4 NATIONAL NOMINEES LIMITED 56,103,448 4.18 5 BNP PARIBAS NOMINEES PTY LTD 42,777,701 3.18 6 BNP PARIBAS NOMS PTY LTD 10,645,258 0.79 7 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 9,467,971 0.70 8 CITICORP NOMINEES PTY LIMITED 7,532,762 0.56 9 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED – A/C 2 7,351,129 0.55 10 BNP PARIBAS NOMINEES PTY LTD 6,701,554 0.50 11 PACIFIC CUSTODIANS PTY LIMITED 4,881,619 0.36 12 NETWEALTH INVESTMENTS LIMITED 4,700,818 0.35 13 PACIFIC CUSTODIANS PTY LIMITED 4,105,297 0.31 14 BNP PARIBAS NOMINEES PTY LTD 3,675,215 0.27 15 UBS NOMINEES PTY LTD 3,458,628 0.26 16 BKI INVESTMENT COMPANY LIMITED 3,442,804 0.26 17 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 2,436,083 0.18 18 BNP PARIBAS NOMS (NZ) LTD 2,114,883 0.16 19 SANDHURST TRUSTEES LTD 1,800,000 0.13 20 NETWEALTH INVESTMENTS LIMITED 1,740,694 0.13 Total 1,091,810,983 81.27 Substantial shareholders as at 26 July 2024 Holder Last Notice of Substantial Shareholding No. of Shares Perpetual Limited 2 February 2024 85,385,650 State Street Corporation 9 April 2024 82,939,094 The Vanguard Group Inc 19 April 2024 80,646,360 United Super Pty Ltd 12 July 2024 67,718,456 Allan Gray Australia Pty Ltd 17 July 2024 155.084,834 ORORA LIMITED ANNUAL REPORT 2024 153 Distribution of shareholdings Fully paid ordinary shares as at 26 July 2024 Range No. of holders No. of shares % of issued capital 100,001 and over 186 1,133,862,346 84.40 10,001 to 100,000 5,212 117,907,318 8.78 5,001 to 10,000 5,577 40,662,397 3.03 1,001 to 5,000 17,708 43,851,360 3.26 1 to 1,000 14,674 7,216,518 0.54 Total 43,357 1,343,499,939 100.00 Unmarketable parcels 3,236 356,318 0.03 Voting rights Votes of shareholders are governed by Rules 17 and 18 of the Company’s Constitution. In broad summary, but without prejudice to the provisions of these rules, on a show of hands every shareholder present shall have one vote and upon a poll every shareholder present, or by proxy or attorney, shall have one vote for every fully paid share held. Unquoted equity securities — Issued pursuant to various Orora Limited Employee Incentive Plans as at 26 July 2024 Unquoted equity securities No. participating No. of securities Options over ordinary shares – exercise price $2.08 1 226,567 Options over ordinary shares – exercise price $3.58 6 1,000,518 Rights 102 10,780,064 Five-year historical financial information 154 ORORA LIMITED ANNUAL REPORT 2024 Results shown for all operations before significant items except where indicated[1] $ million (except where indicated) For the years ended 30 June 2024 2023 2022 2021 2020 Orora Consolidated Results Sales revenue 4,697.6 4,291.3 4,090.8 3,538.0 4,659.1 Operating profit before interest and tax pre significant items 404.0 320.5 285.5 249.1 288.2 Operating profit before tax pre significant items 300.9 273.0 258.8 216.3 230.4 Net operating profit pre significant items 223.7 203.0 187.1 156.7 167.3 Net operating profit after significant items 185.2 184.8 184.7 135.8 238.9 Basic earnings per share (cents) pre significant items 17.9 22.2(2) 21.7 16.9 17.4 Basic earnings per share (cents) after significant items 14.8 20.2(2) 21.4 14.6 24.8 Dividend and distribution 142.9 143.4 134.8 113.0 606.6[3] Dividend per ordinary share (cents) 10.0 17.5 16.5 14.0 49.3[3] Dividend franking (% p.a.) - – – – 30%/50%[4] Dividend cover (times) 18.5 10.6 11.2 9.7 4.8 Financial Ratios Net tangible asset backing per share ($) 0.24(5) 0.41(6) 0.33[7] 0.37[8] 0.60[9] Net EBITDA interest cover pre significant items (times) 6.0 9.3 15.1 11.2 7.6 Gearing (net debt/net debt and shareholders' equity) (%) 46% 49% 46% 37% 22% Return on average funds employed (%)[10] 14.3% 21.8% 22.4% 19.9% 11.9% Financial Statistics Income from dividends and interest 12.9 1.4 0.6 0.2 0.6 Depreciation and amortisation provided during the year 212.4 123.0 117.9 120.2 149.2 Net finance costs 103.1 47.5 26.7 32.8 57.8 Cash flow from operations 387.6 250.3 257.6 270.6 17.7 Capital expenditure and acquisitions 2,419.6 189.7 92.2 59.0 174.3 Balance Sheet Data as at 30 June Current assets 1,934.7 1,257.7 1,307.7 980.8 1,055.4 Non-current assets 4,058.0 1,544.1 1,401.1 1,343.8 1,442.8 Total assets 5,992.7 2,801.8 2,708.8 2,324.6 2,498.2 Current liabilities 1,218.6 1,084.9 1,122.3 806.3 817.1 Non-current liabilities 2,682.4 916.7 854.8 749.7 650.9 Total liabilities 3,901.0 2,001.6 1,977.1 1,556.0 1,468.0 Net assets 2,091.7 800.2 731.7 768.6 1,030.2 Shareholders' equity Contributed equity and treasury shares 1,279.5 (38.8) (37.3) 80.8 333.6 Reserves 98.4 167.5 138.9 107.6 139.2 Retained profits 713.8 671.5 630.1 580.2 557.4 Total shareholders' equity 2,091.7 800.2 731.7 768.6 1,030.2 Other data as at 30 June: Fully paid shares (000's) 1,343,500 845,352 845,352 890,240 965,363 Orora share price – year's high ($) 3.69 3.70 4.00 3.33 3.45 – year's low ($) 1.93 2.84 3.06 2.23 2.54 – close ($) 1.97 3.29 3.65 3.33 2.54 Market capitalisation 2,646.7 2,781.2 3,085.5 2,964.5 2,452.0 Employee numbers 7,533 4,657 4,820 3,768 3,776 Number of shareholders 43,321 39,966 40,646 44,653 52,694 (1) The financial information in the above table is presented on a total operations basis and therefore the period FY20 includes the financial results of the Australasian Fibre business that was divested in April 2020. (2) The earnings per share for FY23 has been restated to reflect the bonus element of the share issue that occurred during the period (refer notes 1.3 and 6.1). (3) A special dividend of 37.3 cents, 50% franked, was paid on 29 June 2020. (4) The FY20 final dividend was unfranked, FY20 special dividend was 50% franked, FY20 interim dividend was 30% franked. (5) The net tangible asset backing per ordinary share is inclusive of right-of-use assets and liabilities. This measure would reduce to negative $0.02 if right-of-use assets were excluded and right-of-use liabilities were included in the calculation. (6) The net tangible asset backing per ordinary share is inclusive of right-of-use assets and liabilities. This measure would reduce to $0.20 if right-of-use assets were excluded and right-of-use liabilities were included in the calculation. (7) The net tangible asset backing per ordinary share is inclusive of right-of-use assets and liabilities. This measure would reduce to $0.13 if right-of-use assets were excluded and right-of-use liabilities were included in the calculation. (8) The net tangible asset backing per ordinary share is inclusive of right-of-use assets and liabilities. This measure would reduce to $0.15 if right-of-use assets were excluded and right-of-use liabilities were included in the calculation. (9) The net tangible asset backing per ordinary share is inclusive of right-of-use assets and liabilities. This measure would reduce to $0.38 if right-of-use assets were excluded and right-of-use liabilities were included in the calculation. (10) Return on average funds employed (RoAFE) is calculated as EBIT divided by average funds employed. Shareholder information ORORA LIMITED ANNUAL REPORT 2024 155 Shareholder enquiries Shareholders seeking information about their shareholding or dividends should contact Orora’s Share Registry, MUFG Corporate Markets (previously known as Link Market Services Limited] Contact details can be found on the inside back cover of this report. For security and privacy reasons, before contacting the Share Registry, shareholders should have their Securityholder Reference Number (SRN) or Holder Identification Number (HIN) available. Shareholders can also access a wide variety of holding information via MUFG Corporate Markets website: www.linkmarketservices.com.au and make changes either online or by downloading a form. These changes include: • choosing the preferred method of receiving the Annual Report, Notice of Meeting and payment statements • checking holding balances • updating address details • providing an email address • updating or providing bank details • electing to participate in the DRP. Stock Exchange listing Orora Limited shares are listed on the Australian Securities Exchange (ASX) and are traded under the code ORA. Annual General Meeting The Annual General Meeting of Orora Limited will be held at 10.30am (Melbourne time: AEST) on 16 October 2024. Formal notice of the Meeting is sent to each shareholder. Orora publications and communications The Annual Report is mailed in mid-September only to those shareholders who have previously requested to receive hard copies of the document. If you have previously requested a printed copy of the Annual Report, but no longer require it in printed form, please update your preference online with MUFG Corporate Markets or advise in writing. To view this report online, or to download a copy, visit Orora’s website: www.ororagroup.com. Orora’s website, www.ororagroup.com offers shareholders details of the latest share price, announcements made to the ASX, including half-year and full- year results, investor and analyst presentations and many other publications that may be of interest. Dividend Reinvestment Plan (DRP) The DRP provides shareholders in Australia and New Zealand with the opportunity to reinvest their dividends to acquire additional Orora shares. Shares acquired under the DRP rank equally with existing fully paid ordinary shares. Full details of the DRP and a DRP election form are available from Orora’s Share Registry or from Orora’s website. Dividends Orora normally pays dividends around April and October each year. Shareholders should retain all remittance advice relating to dividend payments for tax purposes. Direct deposit to a bank, building society or credit union account Shareholders can receive their dividends directly into a nominated bank, building society or credit union account held in Australia, the United States of America or New Zealand. The currency selected must match the location of the financial institution. For example, NZD can only be paid into an account held with a financial institution located in New Zealand. Shareholders can provide or update banking details online at Orora’s Share Registry at: www.linkmarketservices.com.au. Cheque payable to international shareholders (other than New Zealand) International shareholders (other than shareholders domiciled in New Zealand) who do not have an account with an Australian or United States financial institution will receive their dividends by Australian dollar cheque. Lost or stolen cheques should be reported immediately in writing to Orora’s Share Registry to enable a ‘stop payment’ and replacement. In addition, eligible shareholders can choose to have their dividend earnings reinvested in Orora shares. Corporate directory and financial calendar 2024–2025 156 ORORA LIMITED ANNUAL REPORT 2024 Orora Limited Registered office and principal administrative office: 109–133 Burwood Road Hawthorn Victoria 3122 Australia Telephone: +61 3 9116 1711 Website: www.ororagroup.com ABN: 55 004 275 165 Chair Mr A R Sindel Managing Director and Chief Executive Officer Mr B P Lowe Chief Financial Officer Mr S C Hughes Company Secretary Ms A L Stubbings Alternative Company Secretary Ms S E Jobling Hodgens Auditors KPMG Tower Two Collins Square 727 Collins Street Melbourne Victoria 3008 Australia Postal Address: GPO Box 2291U Melbourne Victoria 3001 Australia Telephone: +61 3 9288 5555 Facsimile: +61 3 9288 6666 DX: 30824 Melbourne Website: www.kpmg.com.au ABN: 51 194 660 183 Orora share registry MUFG Corporate Markets (previously known as Link Market Services Limited] Street address: Tower 4, Collins Square 727 Collins Street Melbourne Victoria 3008 Australia Postal address: Locked Bag A14 Sydney South NSW 1235 Australia Telephone: +61 1300 554 474 (toll free within Australia) Facsimile: +61 2 9287 0303 Email: orora@linkmarketservices.com.au Website: www.linkmarketservices.com.au Financial calendar 2024-2025 Financial year 2024 (FY24) ends 30 June 2024 Announcement of full-year results for FY24 14 August 2024 Ex-dividend date for final dividend FY24 30 August 2024 Record date for final dividend FY24 2 September 2024 Dividend payment date for FY24 final dividend 8 October 2024 Annual General Meeting 16 October 2024 Financial half-year 2025 ends 31 December 2024 Announcement of interim results for financial year 2025 (FY25) February 2025 Ex-dividend date for interim dividend FY25 March 2025 Record date for interim dividend FY25 March 2025 Dividend payment date for FY25 interim dividend April 2025 Financial year 2025 (FY25) ends 30 June 2025 If any amendments to this Annual Report are required, they will be disclosed to the ASX and posted on Orora’s website under the Investor section at ororagroup.com/investors ororagroup.com