ANNUAL REPORT 2024 ICI, Botany, Australia, circa 1900 Appendix 4E For the year ended 30 September 2024 2024 2023 Results for announcement to the market1 Revenue from ordinary activities Down 4% to $7,662.8 million $7,945.3 million Profit from ordinary activities after tax and attributable to shareholders Up 77% to $524.6 million $295.7 million Net profit for the period attributable to shareholders before individually significant items Up 11% to $409.4 million $369.0 million Net tangible assets per share $3.87 $5.67 Dividends Amount Franked amount Final dividend – ordinary (cents per share) 28.0 0.0 Interim dividend – ordinary (cents per share) 19.0 0.0 Previous corresponding period: Final dividend – ordinary (cents per share) 18.0 0.0 Interim dividend – ordinary (cents per share) 25.0 0.0 Record date for determining entitlements to the final dividend 25 November 2024 Last date for receipt of election notice for the dividend investment plan 26 November 2024 Payment date for the final dividend 23 December 2024 In this report, references to ‘FY2024’ or ‘2024’ or ‘this year’ represent the financial year ended 30 September 2024 (previous corresponding period to 30 September 2023) unless otherwise stated. 1. Commentary on the results for the year is included in this report and on the Orica website. To celebrate and recognise Orica’s 150th Anniversary in 2024, we developed a logo as a visual representation of our history and progress. We call this ‘Pathways’, as Orica’s continual innovation creates pathways for opportunity. Annual Report 2024 CONTENTS 6 Our Business 6 Our strategy 8 Progress against our strategy 10 Our global footprint 12 Our operating environment 14 Risks and opportunities Our vision is to become the world’s leading mining and infrastructure solutions company. From the production and supply of explosives, blasting systems, specialty mining chemicals and geotechnical monitoring to our advanced suite of digital solutions and comprehensive range of services, Orica is supporting customers across the value chain. OUR PURPOSE IS TO SUSTAINABLY MOBILISE THE EARTH’S RESOURCES. To deliver on our purpose we work as one team, always guided by our values. Safety is our priority. Always. We respect and value all. Together we succeed. We act with integrity. We are committed to excellence. 2 Our FY2024 annual reporting suite 3 FY2024 performance snapshot 4 Letter from our Chairman and Managing Director 18 Our Performance 18 Our approach to safety 19 Climate and the natural environment 20 People and capabilities 21 Community and relationships 22 Technology and innovation 24 Financial Performance 33 Remuneration Report 54 Directors’ Report 57 Lead Auditor’s Independence Declaration 58 Financial Report 129 Shareholder Information 129 Five year financial statistics 131 Shareholders’ statistics 132 Glossary 134 Corporate directory Orica Limited Annual Report 2024 1 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information OUR FY2024 ANNUAL REPORTING SUITE FY2024 Modern Slavery Statement Our approach to preventing modern slavery risks in our operations, and throughout our supply and value chains. FY2024 Corporate Governance Statement In accordance with the ASX Corporate Governance Council’s Principles and Recommendations (4th Edition). FY2024 Climate Action Report Overview of our approach to climate change, including our governance processes, strategy, risk management, metrics and targets. FY2024 Tax Transparency Report Overview of our approach to tax, governance structure and tax position. We produce a suite of reports to meet the needs of our stakeholders. Unless stated otherwise, all monetary amounts within the reports are subject to rounding and reported in Australian dollars (AUD). FY2024 Annual Report This Annual Report is a summary of Orica’s operations, activities and financial position for the 12-month period ended 30 September 2024. It was approved at the Board meeting held in November 2024. Orica Limited (ABN 24 004 145 868) is the ultimate holding company of the Orica group of companies. In this report, unless otherwise stated, references to ‘Orica’, the ‘Group’, the ‘company’, ‘we’, ‘us’ and ‘our’ refer to Orica Limited and/or its controlled entities as a whole. Our approach to reporting follows leading practice and emerging frameworks. The standards that apply to non-financial reporting and disclosure are prescribed by agencies and regulators working towards global consistency. This report draws on aspects of the Integrated Reporting Framework (IR). The IR materiality methodology has been leveraged to determine our material topics. Orica conducts this materiality process annually to understand the topics that matter most to our stakeholders and our business and identify emerging topics. The process shapes external reporting and provides inputs to our business strategy and risk management approaches, including our material risks and opportunities – those that could materially affect our financial or non- financial performance, long-term value creation and/or licence to operate. Material statements have also been subject to an internal review and approval process, defined by our Corporate Reporting Verification framework. A summary of material topics based on our FY2024 assessment is available on our website. The Remuneration Report, Directors’ Report and Financial Statements have been audited by KPMG. Limited assurance over select non- financial metrics was completed by Ernst & Young (EY). Refer to EY’s Assurance Report on our website for further detail. Supporting documents, guidelines and enquiries The following documents are available at orica.com/investors: Full-year results investor presentation and Full-year results ASX announcement, our FY2024 ESG Data and Frameworks Pack containing detailed data and reporting indices such as our Global Reporting Initiative (GRI) Index, Sustainability Accounting Standards Board (SASB) Index and Climate Action 100+ (CA100+) Net Zero Company Benchmark Index. Enquiries about this report and our annual reporting suite can be directed to companyinfo@orica.com. Forward-looking statements Disclaimer: This report contains information that is based on projected and/or estimated expectations, assumptions, or outcomes. Forward-looking statements are subject to a range of risk factors. Orica cautions against reliance on any forward-looking statements due to the volatility and uncertainty of the geopolitical and economic landscape. Orica has prepared this information based on current knowledge and good faith, understanding that there are risks and uncertainties involved, which could cause results to differ from projections. Orica will not be liable for the correctness and/or accuracy of the information or any differences between the information provided and actual outcomes, and reserves the right to change its projections from time to time. Orica undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this report, subject to disclosure obligations under the applicable law and ASX Listing Rules. Learn more about our 2024 annual reporting suite United Nations Sustainable Development Goals We support the United Nations Sustainable Development Goals and work to advance those that relate to our business. You can find out more at our website Annual Report 2024 2 FY2024 PERFORMANCE SNAPSHOT $456m Capital expenditure FY2023: $439m 12.8% RONA4 FY2023: 12.6% $806m EBIT1 FY2023: $698m 86.4cents EPS5 (pre SI3) FY2023: 81.2cps 47.0cps Total dividend for 2024 FY2023: 43.0cps 56% Total payout ratio6 for 2024 FY2023: 53% 43% Annual reduction in net Scope 1 and Scope 2 GHG emissions11 FY2023: 22% 1 Fatality8 FY2023: 0 17 Loss of containment events10 FY2023: 17 33.7% Women in senior leadership12 FY2023: 34.8% $4.0m Community investment FY2023: $4.1m 0.117 SICR9 FY2023: 0.131 $409m NPAT2 (pre SI3) FY2023: $369m 26.2% Gearing7 FY2023: 18.6% 1. Earnings before interest and tax (EBIT) or ‘earnings’ is equivalent to profit/loss before financing costs and income tax, excluding individually significant items, as disclosed in note 1(b) in the financial statements. 2. Net profit after tax (NPAT) attributable to shareholders of Orica Limited, as disclosed in the financial statements. 3. Significant items (SI), as disclosed in note 1(e) in the financial statements. 4. RONA is defined as earnings before interest and tax (EBIT) divided by rolling 12-month average net operating assets. Net operating assets include property, plant and equipment; intangible assets; investments in equity-accounted investees; trade working capital and non-trade working capital, excluding environmental provisions – as disclosed in the financial statements. 5. Basic earnings per share (EPS), as disclosed in note 2 in the financial statements. 6. Dividend amount divided by net profit after tax (NPAT) before individually significant items. 7. Gearing is defined as net debt divided by the sum of net debt and total equity, where net debt excludes lease liabilities, as disclosed in note 3 in the financial statements in the FY2024 Annual Report. 8. Fatalities are reported as an Orica event following determination of work-relatedness (leveraging Occupational Safety and Health Administration guidelines) and where Orica has operational control of the area/activity. Non-work-related and third-party fatalities are recorded separately. Third-party fatalities are incidents that occur beyond Orica-controlled operations, environments and networks. 9. Serious injury case-rate (SICR) measures the total number of work-related Severity 3 and Severity 4 injuries per 200,000 hours worked by an employee and/or contractor. 10. The total number of uncontrolled releases of material from a containment on an Orica or customer site from an activity within Orica’s operational control that results in a Severity 1 or greater environmental impact on water or soil. Refer to the Glossary for further information. 11. The percentage is relative to restated FY2019 levels. Our target is to reduce net Scope 1 and Scope 2 emissions by at least 45 per cent by FY2030, from FY2019 levels. Refer to our FY2024 Climate Action Report for more information. 12. The percentage of senior leader positions held by women. Senior leaders are defined as the CEO, executive committee members and their direct reports at a Band D (senior manager) level and above. Data on this page highlight key financial and non-financial metrics that summarise our performance in FY2024 against that of FY2023. Financial performance Non-financial performance Orica Limited Annual Report 2024 3 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information Safety and environment Sadly this year, we reported a fatality as a result of a collision on a public road in India. The accident involved a third-party heavy haulage truck that struck an Orica mobile manufacturing unit from behind, leading to the death of one of our employees. We conducted a thorough investigation and implemented learnings across our operations. Safety and the prevention of harm remain our number one priority. The prevention of fatalities drives our strong safety culture, and the embedment of our Major Hazard Management program at all levels of our global operations. Over the past five years our serious injury case-rate has improved, with the rate of serious injuries decreasing from 0.220 in FY2019 to 0.117 in FY2024. Despite the lower rate, we remain committed to ongoing fatality prevention and the prevention of harm. Our focus on safety begins with people: our employees, those of our customers and the people living and working in the communities we are part of. LETTER FROM OUR CHAIRMAN AND MANAGING DIRECTOR Malcolm Broomhead AO Chairman This year, we celebrate Orica’s 150-year history. From humble beginnings in the Victorian goldfields of 1874, we have grown to become a global leader in mining and infrastructure solutions. Our business is underpinned by our history of safety, innovation and sustainability. Today we are a global and diverse team of more than 14,000 people, servicing customers in over 100 countries. Our ability to adapt as the world transitions is reflected in our achievements this year. We have delivered another year of strong financial performance with $806 million in earnings before interest and tax (EBIT), up by 15 per cent on the previous year. Our continuing growth across all segments reflects the successful execution of our strategic initiatives, commercial discipline and the ongoing global demand for our premium products and technologies. Sanjeev Gandhi Managing Director and Chief Executive Officer We also take great care in considering our shared natural environments and cultural heritages as we go about our work. This year, across all our operations, no significant environmental incidents occurred. People and culture Our people are the foundation of our company and our most-valued asset. The dedication and capabilities of our people to face challenges and remain true to our promises ensure Orica’s legacy as a global leader continues and we deliver long-term value for our customers, communities and shareholders. Orica has a unique workplace culture, fostering innovation and inclusion, and encouraging the potential of people. This year we invited our employees to share their insights about working at Orica through our employee engagement survey, ‘Our say’. We received our highest ever response rate of 69 per cent and the results revealed an employee engagement score well-above comparable industry benchmarks at 89 per cent. Around the world, our people feel highly engaged and proud to work at Orica. As an organisation of people from more than 90 cultural backgrounds, we are committed to diversity. We continue to develop our women in leadership programs and remain focused on increasing the number of female senior leaders throughout our organisation. Last year we launched our diversity, equity and inclusion strategy, and while we have achieved some of our targets in FY2024, we recognise that for Orica to continue being a great place to work, and for us to keep attracting and retaining the best people, there is more we can and will do to continuously improve our people strategy. Strategy and performance We are well-positioned to contribute to, and continue prospering in, a dynamic economy. In FY2024, we continued to successfully execute our strategy and delivered another year of high quality earnings. Through our strategic acquisitions, we have positioned Orica for growth beyond blasting, becoming the global leader in each of our business segments. We have diversified our commodities and customer portfolios through the acquisitions of Terra Insights and Cyanco, which expand our global footprint, further diversify our business, and create global opportunities among new customers and industries in diverse locations. Terra Insights creates opportunities in the civil infrastructure environment and energy industries, and Cyanco increases our exposure to the gold industry, particularly in the highly attractive region of North America. We leverage our key competitive advantages, delivering superior customer outcomes and maintaining security of supply to successfully achieve our objectives. We draw on Orica’s 150 years of innovation as we continue to invest in technology to solve our customers’ challenges and position Orica at the forefront of industry. Unique product offerings and exceptional customer service continue to revolutionise the ways we, and our customers, are optimising our operations as the world continues to transition. As a reliable and trusted partner for our customers around the world, we continue to leverage Orica’s strategic capabilities, and global manufacturing and supply chain networks to enhance our resilience and provide a greater degree of certainty over our customers’ security of supply. Amid global supply chain disruptions, we continued to deliver for our customers throughout FY2024. Our customers provided feedback across six categories in our customer survey this year, (including safety, reliable supply, product and service quality, ease of doing business and value delivery) saying the most important Annual Report 2024 4 and beneficial aspects of their relationship with Orica are our uncompromising commitment to safety; continuing technological innovations; reliability of supply; high quality products; and our willingness to listen, understand and act to solve their challenges. To support reliable supply for our customers and safe and efficient manufacturing operations into the future, this year we successfully completed a significant planned turnaround schedule. Business performance We are pleased to deliver another year of strong financial performance. The increased uptake of our premium products, blasting technology, digital solutions and contribution from our recent acquisitions has delivered quality earnings across all segments of the business. This year, EBIT of $806 million equates to an increase of 15 per cent on the previous year. Net profit after tax (NPAT) was $525 million, including $115 million in profit from significant items. We achieved a return on net operating assets (RONA) of 12.8 per cent, up from 12.6 per cent last year, driven by our improved earnings performance, the execution of our strategy and strong market demand. Orica’s business-segment reporting model changed this year to provide transparency across our three key segments: • Blasting Solutions includes Orica’s core blasting and quarry and construction operations in Australia Pacific and Asia, North America, Latin America and Europe, Middle East and Africa. The segment contributed $755 million EBIT, up 13 per cent on the previous year. • Specialty Mining Chemicals includes Orica’s existing sodium cyanide and emulsifiers businesses and the newly acquired Cyanco business, positioning Orica as the world’s leading and largest producer of sodium cyanide. The segment achieved 36 per cent earnings growth on the previous period and contributed $69 million EBIT. • Digital Solutions comprises Orebody Intelligence, Blast Design and Execution solutions, and Geosolutions – which includes Terra Insights and its six industry- leading brands, establishing Orica as the global leader in geotechnical and structural monitoring in mining and civil infrastructure. The segment achieved 29 per cent earnings growth on the prior period, and contributed $70 million EBIT. Our prudent balance sheet is well positioned to provide resilience in a volatile external environment. We have continued our disciplined approach towards capital expenditure as we supported the core business, pursued opportunities for growth and expansion, and completed the delivery of the first phase of our decarbonisation strategy. Earnings per share before significant items of 86.4 cents is up 5.2 cents on the previous year. The final ordinary dividend of 28.0 cents per ordinary share, unfranked, delivers a total dividend payout ratio of 56 per cent of full-year earnings. We continue to deliver on our strategy in rapidly shifting operating environments where, amid increasing regulatory measures, changing societal expectations and fluctuating market conditions, we have found new opportunities to adapt, innovate, and expand our global footprint. Sustainability performance Climate change and decarbonisation are among the biggest challenges and opportunities impacting our industry. As a global leader, we are committed to achieving our ambition of net zero emissions by 2050. This year, we are pleased to see our significant efforts delivering tangible results. Ahead of schedule, we completed the first phase of our decarbonisation strategy in FY2024. The installation of two emissions abatement reactors at our Yarwun site is forecast to reduce its total Scope 1 and Scope 2 emissions by 50 per cent. The installation has accelerated the delivery of our climate change commitments, resulting in our net operational Scope 1 and Scope 2 emissions being 43 per cent below our 2019 restated baseline. We are in a strong position to continue driving further emissions reductions across our value chain while creating more sustainable operational outcomes and offering our customers solutions that support their sustainability commitments. As we look ahead, our expansive climate goals will be achievable with support and partnerships with governments, suppliers and partners as we work towards a lower- carbon future together. Access to reasonably priced renewable electricity, recycled water and natural gas is essential for the transition. Community and relationships It is important to us that we continue to build positive and transparent relationships with people in the communities we work in. Through our key areas of focus – education, environment, health, wellbeing and social welfare – we aim to contribute lasting positive outcomes for the people and environments within our host communities. This year, our community investment of $4 million places us on track to exceed our corporate community investment goal of $15 million by FY2025. Through our work in host communities, our people have benefitted significantly from the deeper cultural understandings and stronger ties formed with First Nations people, especially those in Australia and Canada. Outlook While we continue to make great progress in executing our strategy and delivering high quality earnings growth, we remain deeply committed to continually improving our performance across each area of our business. We expect the demand for our blasting technology, specialty mining chemicals and digital solutions to continue to increase as we partner with our customers to cater to their growing appetite for new technology and digital solutions. Our commercial prudence continues to position us well against uncertainties in the external environment and supports our future business growth in blasting and beyond, our climate change initiatives and enhanced shareholder returns. In our historic 150th year, we have transformed Orica from being the global leader in blasting solutions, with our recent acquisitions, to also becoming the global leader in geotechnical and structural monitoring for mining and civil infrastructure and the global leader in specialty mining chemicals, supporting the gold mining industry and efficient mineral extraction. On behalf of our Board and the Executive Committee, we thank the entire Orica team for their ongoing commitment and dedication to delivering on our strategy and purpose. We also thank our shareholders, customers and industry partners. We look forward to continuing our collaborative partnerships with you and remain in a strong position to continue our momentum and deliver on our strategy for growth. Malcolm Broomhead AO Chairman Sanjeev Gandhi Managing Director and Chief Executive Officer Orica Limited Annual Report 2024 5 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information DELIVERING VALUE FOR CUSTOMERS OUR STRATEGY OUR BUSINESS Our solutions seamlessly integrate and enhance our customers’ capabilities, optimising each step of the mining and civil infrastructure value chains. Blasting and beyond We are delivering on our strategy to optimise our operations, develop smarter solutions and partner for progress as we drive sustainable growth and support the energy transition. As a customer-centric organisation, our strategic priorities are focused on our three key business segments: Blasting Solutions, Specialty Mining Chemicals and Digital Solutions. We continue to execute our sustainability strategy by developing and deploying technologies that improve safety and sustainability outcomes for our workforce, customers and communities. Sustainability has been embedded into our policies, business strategy and practices as we capture new opportunities, deliver on our commitments and improve performance. As an emissions-intensive business, accelerating decarbonisation is a key component of our sustainability agenda. We are reducing operational greenhouse gas (GHG) emissions and will continue to collaborate with our customers, suppliers and innovative partners as we pursue decarbonisation across our value chain and solve shared challenges. Leveraging our competitive advantage To successfully achieve our objectives, we leverage our core strengths, delivering superior customer outcomes and maintaining security of supply. Our unique value proposition – derived from connectivity between our core physical Blasting Solutions operations and our Specialty Mining Chemicals, with integrated end-to-end Digital Solutions and insights – enables us to support our customers in optimising safety, productivity, recovery and sustainability outcomes throughout their value chains. As a global leader in mining and infrastructure solutions we draw on our 150 years of innovation that position us at the forefront of solving challenges and finding new solutions to issues as they emerge. We navigate complex operating environments. Our global manufacturing and supply networks, ability to leverage purchasing scale and logistics capabilities, and our security of supply enable us as a reliable and trusted partner for our customers. Our people strategy is fundamental to the delivery of our commercial objectives and is designed to attract, retain and develop the exceptional people who are the foundation of the Orica business, and our most valued asset. Our strategy sets the direction for our business, enabling us to deliver our vision in a focused and effective way. Mining Civil infrastructure Annual Report 2024 6 Smarter solutions Optimised operations Partnering for progress Superior, innovation-led customer outcomes Future-facing commodities Quarries Metals Tunnelling Thermal and metallurgical coal Construction Secure, reliable, locationally advantaged supply What sets us apart Mining Civil infrastructure Excellence in service delivery Speed to market Proactively sell innovative solutions to create and share value Safe and cost-competitive manufacturing Optimised, reliable and secure supply chain Empowering our diverse teams of talented people Championing a safer and more sustainable industry Protecting our people, communities and the environment Building climate change resilience and circularity Fostering relationships and transparency Innovating sustainable solutions CUSTOMERS Blasting technology Premium blasting products Services Geosolutions Orebody intelligence Recovery and treatment Ore processing Blast design and execution Chemical stabilisation O U R P E O P L E S P E C I A L T Y M I N I N G C H E M I C A L S D I G I T A L S O L U T I O N S B L A S T I N G S O L U T I O N S Orica Limited Annual Report 2024 7 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information Business performance The acquisition of Terra Insights has created new opportunities in the civil infrastructure, environment and energy industries, while the acquisition of Cyanco expands our exposure to the gold industry. Both further diversify our geographic mix and enable global growth. We continue to collaborate with our customers and, by focusing on the outcomes they need to solve unique challenges and offering smarter solutions, we are seeing increased penetration of our high-value technology-driven products and services. While pricing for certain commodities has created volatility for miners, most commodities pricing has continued to support strong demand, particularly for gold and copper. This has provided additional prospects as we advance our strategic priorities, focusing on our three key business segments: Blasting Solutions, Specialty Mining Chemicals and Digital Solutions. We are well-positioned to contribute to, and prosper, in a dynamic economy. Portfolio resilience Despite initial uncertainty, the global energy transition continues to gather momentum. Our increasing and diverse exposure to the full range of mined commodities – including gold which is counter-cyclical, and commodities critical to the energy transition, such as copper, nickel and other future- facing commodities – continues to benefit Orica. At the end of FY2024 50 per cent of our combined revenue contribution is derived from gold, copper and future facing commodities, compared to 49 per cent in FY2023. Our global manufacturing footprint and supply chain network enhance our resilience and ability to provide customers with a higher degree of certainty over security of supply. However, fundamental challenges such as inflation, geopolitical instability and reasonable gas pricing and availability on the east coast of Australia particularly, remain. Operational excellence – plant turnarounds FY2024 represented one of our most significant years in terms of planned turnarounds at our Kooragang Island, Yarwun and Carseland1 manufacturing plants. The turnarounds were all completed safely and successfully. This critical maintenance activity will ensure safe and reliable manufacturing operations into the future and security of supply for our customers. Decarbonisation We continued to advance our decarbonisation goals, making notable progress on the commitments set for future years, including our FY2026 and FY2030 Scope 1 and Scope 2 emissions reduction targets. We completed the installation of tertiary abatement catalyst technology at two of our three nitric acid plants at Yarwun. These projects represent some of Australia’s largest industrial decarbonisation projects. At Kooragang Island we have reduced site emissions by approximately 60 per cent. At our Yarwun site our completed tertiary abatement installations will reduce site emissions by approximately 50 per cent. Further details are included in the Climate and the Natural Environment page. PROGRESS AGAINST OUR STRATEGY This year, we focused on our customers, key partnerships, strategic acquisitions, innovation, sustainability and excellence as we embraced challenges and opportunities to strengthen Orica’s position as a global leader in mining and infrastructure solutions. Botany, Australia, 1945 1. Completion of Carseland turnaround occurred in October 2024. Annual Report 2024 8 Blasting Solutions Strategic priorities Continue to pursue profitable growth through expansion across key geographies, continued commercial discipline and further penetration of new blasting technologies. FY2024 progress The performance of our core blasting business continued to strengthen as strong customer demand for our high-margin premium products, services and new blasting technologies improved our quality of earnings. Blasting Solutions contributed $755 million EBIT in FY2024. Ongoing commercial discipline has been applied through successful completion of contract renewals, further portfolio optimisation and increased uptake of Orica’s full differentiated solution offering. Significant uptake of our blasting technology has been achieved globally, specifically WebGen™ and 4D™. This year, we have continued to see strong appetite for sustainability solutions from customers, and completed the roll out of Exel™ Neo; the world’s first, lead-free detonator range. In manufacturing, we safely and successfully delivered a heavy turnaround schedule. Additionally, we implemented new electronic blasting systems (EBS) assembly production lines and automation capabilities, strengthening our supply chain capacity and flexibility, and achieving efficiency improvements. We are a global leader in blasting services, providing trusted and proven expertise in surface and underground mining and civil infrastructure. Specialty Mining Chemicals Strategic priorities Specialty Mining Chemicals will leverage its position as the world’s leading producer of sodium cyanide to deliver value to its global customers and seek opportunities to enhance its mineral processing offerings. FY2024 progress The acquisition of Cyanco builds on Orica’s 30-plus years of specialty mining chemicals experience while enabling access to the strong North American gold market. Specialty Mining Chemicals, as a separate reporting segment, contributed $69 million EBIT, and increased its contribution to Group revenue from five per cent to seven per cent in FY2024. The performance of this segment was driven by the successful ongoing integration of Cyanco. Major achievements include appointing a fully integrated leadership team, implementing Orica’s information technology and cyber security systems and realising new contracts and network optimisation benefits. Segment earnings were impacted by a partial gas curtailment due to supplier pipeline issues, and planned maintenance at the Winnemucca plant being brought forward, resulting in lower than planned production. We are a global leader in specialty mining chemicals, supporting the gold mining industry and efficient mineral extraction. Digital Solutions Strategic priorities Growth continues to be driven by increasing customer adoption and demand for our digital solutions, now used at more than 400 sites globally. FY2024 progress As a separate reporting segment for the second year, Digital Solutions is delivering robust earnings growth of 29 per cent year-on-year. In FY2024, we achieved strong performance across all three product categories. In Orebody Intelligence (OBI), we continued to grow product sales globally. We also advanced the global footprint and technology portfolio of Axis Mining Technology, a supplier of digital instrumentation, data and drilling solutions, acquired in 2022. In Blast Design and Execution (BDE), we achieved a strong uptake in sales across the entire portfolio, with an increase in customer adoption and recurring (SaaS) revenue. In Geosolutions, we continued to integrate Terra Insights into the business, enabling expanded geotechnical and structural monitoring capabilities, and providing cross- sell opportunities in more regions across mining, civil infrastructure, environment and energy – while delivering an established revenue stream. We are the global leader in geotechnical and structural monitoring and are integrating end-to end digital workflows across the mining and civil infrastructure value chains. Orica Limited Annual Report 2024 9 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information It’s 150 years since we first supplied explosives to gold miners in Victoria’s goldfields in Australia. Today, our global manufacturing and supply network extends across continuous and discrete manufacturing operations, technology and monitoring centres, and support offices. Our partnerships and joint ventures, ammonium nitrate emulsion plants and bulk explosives depots are strategically located to serve our customers around the world. At the heart of our success are our customer centricity and continuing innovation. We collaborate with our customers to understand their goals and solve shared challenges. In complex operating environments our people continue to develop new technologies that are changing our industry as they deliver smarter, safer and more sustainable solutions for our global customers, stakeholders, and the communities we all live and work in. OUR GLOBAL FOOTPRINT Since 1874, we have grown to become one of the world’s leading mining and infrastructure solutions providers with an unrivalled global reach and customers in more than 100 countries. 14,000+ employees 150 years of innovation and expertise $9bn market capitalisation1 100 countries Customers in more than 1. At 30 September 2024. Major Operations Head office Regional head office Monitoring centre Technology innovation centre Discrete manufacturing for initiating systems and packaged explosives Continuous manufacturing ammonium nitrate plant Continuous manufacturing sodium cyanide plant Emulsifier manufacturing plant Orica presence Annual Report 2024 10 Diversified global business Revenue by segment2 Revenue by commodity2 Copper Thermal coal Iron ore Metallurgical coal Future-facing commodities3 Gold Quarry and construction Other 4% 23% 23% 14% 14% 9% 9% 4% 2. Based on external sales as disclosed in note 1(b) in the financial statements, excluding Digital Solutions. 3. Future-facing commodities include nickel, lithium, lead and zinc, essential components of low-emissions energy technologies. Blasting Solutions Specialty Mining Chemicals Digital Solutions 90% 7% 3% Orica Limited Annual Report 2024 11 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information OUR OPERATING ENVIRONMENT Our business is well-positioned to meet the accelerating demand for future-facing commodities as the world transitions to a lower-carbon future. This year, continuing global geopolitical and economic volatility, and an emphasis of decarbonisation and delivering positive ESG outcomes, added to the complexity of our operating environment. These factors present risks and opportunities for our business, and determine how we create value for our customers and deliver on our purpose. Increasing commodities demand ESG-related expectations Climate change and adaptation As the energy transition continues to gain momentum, the demand for future-facing commodities such as copper, lithium and nickel is accelerating. The production of these commodities is fundamental to the manufacture of the renewable technologies – batteries, solar panels and wind turbines– needed to achieve the Paris Agreement goals1. We continue to increase our exposure to future-facing commodities which provide growth opportunities for our core Blasting Solutions, Specialty Mining Chemicals and Digital Solutions segments, particularly in exploration and resource-definition activities, and the processing phases of the value chain. ESG-focused outcomes continue to underpin our stakeholders’ expectations. The requirement for mandatory disclosures, managing greenwashing risk and maintaining tangible ESG-related actions remain growing areas of importance. The energy transition and decarbonisation are key areas of focus for our industry. Driven by persistent expectations, organisations are working towards achieving significant decarbonisation in their operations and throughout their supply chains. Other ESG-related expectations for our industry relate to maintaining our social license to operate, supporting First Nations people, and understanding community impacts and our effects and dependencies on the natural environment. The global energy transition continues amid increasing expectations of emissions reduction compliance as physical climate impacts, such as fire and flooding, become more frequent. We are focused on ensuring our strategy remains robust and resilient as the global economy transitions to net zero. To ensure our operations remain safe and secure, we are in the process of better understanding potential physical climate risks at each of our major sites, following the conclusion of our global assessment. This will help inform the development of future mitigation and/or adaptation measures for our sites and the communities in which we operate. Brownsburg, Canada, circa 1900 Link to key value drivers: Link to key value drivers: Link to key value drivers: $ $ $ 1. The Paris Agreement aims to avoid climate change by limiting global warming to well‑below 2°C, and limit temperatures to no more than 1.5°C above pre‑industrial levels. Annual Report 2024 12 Technological change Geopolitical tensions and security of supply Economic volatility Technological advancements continue to reshape our industry’s landscape, propelling our business towards more efficient, safer and socially responsible practices. As ore bodies become increasingly challenging to access, demand for innovative technological solutions continues to increase. We employ technology and innovation for continuing improvement across our core Blasting Solutions, Specialty Mining Chemicals and Digital Solutions businesses to optimise safety, productivity, recovery and sustainability outcomes for our customers across the value chain. Financial Performance Climate and the Natural Environment Technology and Innovation Community and Relationships People and Capabilities Our Approach to Safety Our global network increases our resilience to geopolitical tensions. Maintaining security of supply to our customers is critical to our Customer Promise and our role as a trusted partner. Our strategically located global manufacturing network and third-party purchasing arrangements are key levers to increasing our agility in the context of global uncertainty. We maintained security of supply for our customers through supply chain disruptions by maximising production at our own ammonium nitrate (AN) plants in Australia, Canada and Indonesia, and continuing to retain access to and purchase third-party explosive grade AN in other regions. With ongoing volatility expected in the global nitrates market in the near term, our manufacturing and global supply networks will continue to be a source of competitive advantage. Inflation is a key driver of volatility and uncertainty for the global economy. Orica has experienced rising costs in salaries and raw material inputs. We mitigate inflation risk through our ongoing cost efficiency initiatives and commercial discipline. Link to key value drivers: Link to key value drivers: Link to key value drivers: $ $ $ $ Find out about our operating environment Orica Limited Annual Report 2024 13 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information Our approach to risk management Our risk management system is embedded throughout the organisation – from the Group level where risk strategy, policy and processes are set, to our day-to- day operational activities over which management has primary responsibility. Our risk management framework is aligned with the principles of the International Organization for Standardization’s Risk Management – Guidelines, ISO 31000:2018. It enables us to consistently identify, assess and prioritise emerging risks and trends, and manage, monitor and report risks across the business as we pursue our strategic objectives. Our risk appetite Our risk appetite statements strengthen the Board’s oversight, enable effective monitoring and instil a strong risk-aware culture throughout the company. We continue to review and develop the scope, applicability and limits of our risk appetite statements in response to our operating environment, stakeholder expectations and strategic priorities. Risk oversight and governance The ‘three lines of defence’ model is the foundation of our risk and governance approach. It provides assurance that risks are effectively managed in accordance with our policies, standards and procedures. RISKS AND OPPORTUNITIES Our approach to managing risk and opportunity is shaped by our strategic objectives, our purpose and values, and our risk appetite. Three lines of defence The Board The Board sets Orica’s risk appetite and has oversight of our risk management and internal control systems. It oversees our material risks and regularly reviews and challenges, directly or via its committees, the effectiveness of our risk management processes. The Executive Committee The Executive Committee owns our material risks and is responsible for interrogating the effectiveness of risk mitigation strategies and monitoring our performance against approved risk appetite settings. Line 1 Management is responsible for identifying, owning, monitoring and managing risks and controls. It leads the integration of a strong risk management culture throughout the organisation. Line 2 The Group risk function establishes risk standards, systems and processes for identifying and managing the risks material to the achievement of our strategy. It also coaches and challenges the first line of defence and has direct reporting responsibilities, and communicates with the Board and Executive Committee. Line 3 The internal audit function provides independent and objective oversight. It evaluates the effectiveness of internal controls, risk management and governance processes, and has direct reporting responsibilities, and communicates with the Board and Executive Committee. Annual Report 2024 14 Material risks and opportunities Our material risks and opportunities summarised below have the potential to materially affect our financial or non-financial performance, long- term value creation and/or licence to operate. We proactively manage and mitigate our material risks, within our approved risk appetite settings and limits, by applying a balanced approach which considers risk and reward. Risk Risk overview Our response Macro-economic factors An uncertain economic outlook and material fluctuations in demand for commodities could impact consumer demand and the margins of products and services sold by Orica. The volatility in macroeconomic factors such as inflation, talent shortages, global supply chain disruptions and fluctuating monetary policies continued to drive uncertain macroeconomic outcomes. The global economic recovery persists as inflation eases, although at a slower pace given the volatile conditions. › Anticipate scenarios to absorb costs, event-driven pressures, regulatory changes and government funding opportunities, › Position and diversify portfolio relative to higher growth commodities. Political and regulatory environment Uncertain geopolitical dynamics and regulatory changes could impact our operations, create additional compliance obligations, and/or increase compliance costs. Geopolitical challenges increased throughout the year with policy and security threats to globalisation, free markets and business continuity. Complex and evolving policies, geopolitical tensions and regulatory uncertainties continue to perpetuate a challenging environment. › Monitor political situations and assess political/regulatory risk exposure before operating in new countries, › Engage with key stakeholders to remain informed and enable rapid responses to changing regulations, sanctions and trade rulings as required. Climate change Transitioning to a lower-carbon economy and the effects of physical climate change could impact demand for our products, cause supply chain disruptions and impede our ability to maintain production levels and/or service customer demand. Climate-related risks and opportunities remain prevalent, affecting government policy, markets, the transition to a lower- carbon economy and rising stakeholder expectations. Physical climate-related risks continue to materialise with more frequent extreme weather events, including heatwaves in Europe and Asia, and wildfires in the Americas. Global emissions remain above Paris Agreement temperature goals, with the current trajectory of 2.7°C warming above pre-industrial levels, based on stated national policies1. › Embed climate risk into strategic and financial planning in line with ambition to achieve net zero, › Decarbonise assets in line with climate commitments, to significantly reduce emissions and manage tightening climate policy regulation, › Diversify commodities exposure and customer mix to ensure business resilience, › Continue to support our customers by exploring the development of product offerings, to help reduce value chain emissions, › Maintain strong corporate governance, Board and management oversight of climate risks and opportunities, › Continue assessing physical climate risks, particularly water stress, › Ensure readiness for mandatory climate reporting requirements in key jurisdictions, › Advocate responsibly for globally effective policies in accordance with our Climate Change Policy. 1. 2.7°C is the median of the combined low and high ends of current policy projections, from expected warming projections at the year 2100 (Source: Climate Action Tracker, December 2023). Orica Limited Annual Report 2024 15 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information RISKS AND OPPORTUNITIES Risk Risk overview Our response Ethical practices and governance Non-compliance with laws and regulations including those relating to competition, anti-bribery and corruption could expose us to penalties including fines, criminal sanctions, civil lawsuits and/or reputational damage. An increasing focus on strengthening anti-bribery and corruption laws, heavier penalties and the adoption of protectionist measures by some countries increase the complexity of meeting trade compliance requirements. The imposition of sanction regimes on countries across our global operations has increased the compliance risks of doing business. › Maintain extensive controls over existing operations, and when entering new countries, and screen customers and vendors for potential non-compliance, › Embed Code of Business Conduct to establish shared understanding of expectations, › Conduct ongoing whistleblower awareness training and provide communication to our people about when and how to raise concerns, › Ensure the compliance of business partners and joint venture partners operating in higher-risk jurisdictions through rigorous due diligence processes, › Conduct modern slavery training with internal stakeholders and due diligence for suppliers. Customer and technology disruption Rising adoption of new technology and fast-paced competitor development could impact our ability to commercialise or generate an adequate return on previous investments in technology and services. Competitor and customer investment – focusing on automation, digitisation, data, hydrogen and renewable energy technology. Security of supply remains a key challenge in the market, presenting risks and opportunities for Orica. As critical mineral deposits become increasingly difficult to extract there is an increasing demand for artificial intelligence (AI) and automation to optimise operations and keep our people safe. › Continue to focus on the development and acceleration of powerful technology and digital solutions to support customer challenges and productivity, and to grow our market position, › Advance technology growth and ensure speed-to-market and excellence in service delivery through material and human- capital resources planning, › Partner selectively to quickly access and commercialise key AI and automation capabilities. Societal, investor and customer expectations Failure to respond to rapidly shifting expectations relating to ESG parameters could result in an increased regulatory burden, disruptions to our supply chain and operations, and/or damage to our stakeholder relationships and reputation. Expectations of corporate behaviours have increased for all companies throughout the year. It is important to work closely with our partners and customers to respond to, and solve shared challenges. › Continue to build on responsible and ethical practices to enhance safety and security and decarbonise products and operations, › Respond to issues of emerging concern and align our strategies with those of host communities, › Apply due diligence to manage human rights impacts across operations, › Ensure readiness for mandatory non-financial reporting and due diligence requirements in key jurisdictions, › Partner with local stakeholders to build trusted relationships, › Engage with First Nations communities, activate Reflect Reconciliation Action Plan (RAP) across key areas of the Australian business. Annual Report 2024 16 Risk Risk overview Our response Cyber security Compromise in the confidentiality, availability and/or integrity of critical technology services and data could impact our reputation and/or ability to operate. The evolving complexity and sophistication of cyber threats has continued. Attackers leverage advanced AI technologies to develop novel and sophisticated methods, outpacing current detection and defence mechanisms, and posing unprecedented threats of cyber espionage and sabotage. The increased rate and sophistication of attacks drives the need for constant control-environment improvement. › Enhance Orica’s defences using stringent cyber security protocols that comprise intelligence monitoring, threat detection and response technologies, › Monitor and assess key suppliers to ensure security expectations are met, › Train employees to protect the integrity of data and networks, and customer data, and build on preparedness through simulation exercises. Safety, health, environment and security Improper management and response to inherent risks (including biodiversity, health and safety) could directly impact our employees, customers and the communities in which we operate. Risk events could disrupt operations, attract financial penalties and/or impact our reputation. Safety, health, environment and security continue to be priority areas for Orica. › Embed compliance protocols, plant and equipment design standards, and audit, inspection and asset maintenance programs as part of the culture of safe work practices to achieve our number one priority: the prevention of harm, › Focus on fitness to work as not just physical but also psychosocial, understand the psychosocial risks present in our workplaces, and deliver mental health awareness for our senior leaders, › Define first response and emergency response plans for all operations through the Major Hazard Management program, › Ensure risk is proactively managed and environmental impacts are prevented or minimised through established expectations and practice protocols, › Implement track-and-trace technology to ensure product security. Supply chain disruption Interruption to the integrity and/or continuity of our supply chain could impact our operations and ability to maintain security of supply for our customers. The susceptibility of global supply chains continues. Disruptions and operational complexities due to increasing demand, extreme weather events and geopolitical tensions result in capacity constraints on major shipping lanes and pricing pressures. › Assess and maintain appropriate stock levels and reduce reliance on suppliers, and anticipate and build supply-chain capacity using forecasting methodology, › Explore opportunities to optimise and diversify resources and relationships to improve efficiencies, › Focus on the security of supply to meet customer demand and drive growth. Product quality Poor-quality products or services could impact performance against required outcomes, causing harm to people and the environment, impacting our reputation and/ or resulting in regulatory action or penalties. We remain committed to responsible product stewardship and to managing the impacts of our products and materials on the environment, human health and safety. › Monitor sites against performance metrics and introduce improvement programs where required, › Focus on ensuring products meet customer needs via our quality improvement framework, › Ensure supplier capability, contractual quality and performance through global and regional due diligence, › Institute systems and methodologies across key business areas: people and culture, supplier management, process control and change management. Orica Limited Annual Report 2024 17 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information OUR PERFORMANCE OUR APPROACH TO SAFETY At Orica, safety is a core value and our first priority, always. Our approach to safety is evident at all levels of the company, in all regions, and in each of our people. We actively encourage a proactive safety culture, in physical and psychosocial terms, that is built on the understanding that safety is everyone’s responsibility. As a world-leading mining and infrastructure solutions company, our people work in many high-energy settings that involve multifaceted risks. Safety and the prevention of harm to people, the natural environment and cultural heritage are our top priorities, always. Safety performance Sadly, this year we reported a fatality due to a collision on a public road in India. The accident involved a third-party heavy haulage truck that struck an Orica mobile manufacturing unit from behind, leading to the death of one of our employees. We conducted a thorough investigation and implemented learnings across our operations. This includes installing in-vehicle monitoring systems in our mobile manufacturing unit fleet which leverages artificial intelligence (AI) to support safe driving behaviours, while strengthening our vehicle controls and standards and investing in our employees’ awareness. 0.117 serious injury case-rate including fatalities Our serious injury case-rate (SICR) has improved over the last five years with a reduction from 0.220 in FY2019 to 0.117 in FY2024. Despite improvements in our SICR, our key focus remains fatality prevention which drives the embedment of our Major Hazard Management (MHM) program at all levels of our operations. In FY2024 we continued our ambition to achieve industry leading performance across the areas of safety, health, environment and security (SHES). We have focused on personal safety, process safety, occupational health, and mitigating our impact on the environment. Our overall results comprised a number of positive outcomes, including: • A reduction in the number of serious injuries during a year that included our heaviest turnaround schedule in the past five years, and • Commencement of the rollout of our Orica-designed Safety Leadership program (NextGen Safety Leadership). Stopping work and speaking up Orica’s culture facilitates open discussion, and it is critical that all employees feel comfortable to speak up and stop work anywhere and anytime there is any concern about safety. Our focus in this area and the fostering of a culture where it is safe to speak up, are evident in the number of MHM stoppages, which has increased year-on-year since the introduction of the MHM program in 2019. MHM stoppages are recorded when our people stop working and/or do not commence an activity due to a key control being identified as absent or potentially ineffective. Since the program was first introduced, the number of MHM stoppages has increased substantially with more than 5,600 MHM stoppages in FY2024 alone. Safety management Over 150 years, we have observed, categorised and learned to manage diverse risks across our operations, and we continue to learn as we deploy new technologies and initiatives as our world, industry and environments change. Several initiatives, including our MHM program, SHES Management System and our focus on High Potential Incidents, enable us to manage our risks and identify the areas in which we can continue to improve. Verification of our risk frameworks is an essential and key activity across our business. Key controls as defined in our MHM program are verified regularly across our global business. In FY2024, more than 14,000 key controls were verified by our leaders and in our frontline operations. To ensure thoroughness of these verifications, quality review programs are in place to assess the depth of the key control verifications completed. Product stewardship and security We have stringent controls in place to ensure our products remain secure throughout their chain of custody and cannot be used for unintended purposes. Orica has thoroughly implemented track- and-trace technology at manufacturing, packaging and distribution sites globally to maintain awareness of our product and its security. Zero Severity 3 or higher product security incidents In FY2024, there were no Severity 3 product security incidents. We actively advocate for global security standards as a participant of international forums. In FY2024, we participated at the Global Congress on Chemical Security and Emerging Threats, and as a member of the Industry Advisory Group of the Congress, we advocated for the development of a global security standard for transport. We are also leading a working group within SAFEX, a global safety industry organisation developing a good-practice guide for security in transport and storage. Learn more about our approach to safety 0.016 serious life-changing injury case-rate Annual Report 2024 18 CLIMATE AND THE NATURAL ENVIRONMENT We recognise our ability to support international efforts to limit global warming and are committed to achieving our ambition of net zero emissions by 2050. We are proactively advancing our accountability and transparency efforts amid increasing societal and regulatory expectations and remain diligent and confident in achieving our climate-related targets and well-prepared to comply with mandatory reporting requirements. As we position the business for a future beyond blasting, our investments in technology and innovation, partnerships with government and key stakeholders, and the dedicated work of our people, are enabling continued innovation. Decarbonisation Following the successful installations of emissions abatement technology at our sites in Canada and Australia, we installed two tertiary catalyst abatement reactors at our Yarwun site this year, completing the first phase of our decarbonisation strategy ahead of schedule. The technology is forecast to reduce the site’s total Scope 1 and Scope 2 emissions by approximately 50 per cent, the equivalent of approximately 200 ktCO2-e per year and a total elimination of 1.5 MtCO2-e by 2030. It also provides our customers with lower-carbon-intensive AN products, reducing their Scope 3 profiles. Looking ahead, as part of phase two of our decarbonisation planning, we continue to evaluate the viability and role of renewable hydrogen and additional technologies including carbon capture, utilisation and storage, fuel-switching and electrification. Greenhouse gas emissions The acceleration of Orica’s climate change commitments has resulted in significant emissions reductions. Net GHG emissions 43% below FY2019 baseline1 At 1,262 ktCO2-e, we achieved a 26 per cent2 annual reduction in net Scope 1 and Scope 2 emissions from FY2023 and a 43 per cent decrease on FY2019 levels1. In real emissions terms, these reduction levels demonstrate significant progress towards our short-term target of 30 per cent reduction by FY2026, and at least 45 per cent reduction by FY2030, from our FY2019 baseline. In FY2024, our global Scope 3 emissions at 7,891 ktCO2-e are four per cent higher than FY2023. Net Scope 1, Scope 2 and Scope 3 intensity3 was 1.52 tCO2-e/t AN sold, four per cent lower than FY2023. Global nitric acid intensity In addition to marking the completion of the first phase of our decarbonisation strategy, this year also delivered the first full year of emissions reduction performance from the Kooragang Island decarbonisation project. Our Scope 1 nitrous oxide intensity per tonne of nitric acid produced reduced by 52 per cent from FY2023. For further information about Orica’s decarbonisation and greenhouse gas emissions performance, refer to our FY2024 Climate Action Report. Responsible water use Our assessment of physical climate risks has identified water stress as a potential impact in some operating regions. Our sites use potable, ground, recycled, surface and waste water from various sources. This year, our Kooragang Island site in New South Wales celebrated 10 years of recycled water use, returning an estimated 20GL of clean drinking water to the Hunter Valley community – an amount equivalent to 8,000 Olympic sized swimming pools. Our potable water intensity across six material sites increased by four per cent this year to 1.64 kL per tonne of AN manufactured. This was primarily driven by demand-related lower production, particularly at our Carseland, Canada facility, resulting in higher potable water consumption per tonne of product. Refer to our ESG Data and Frameworks Pack at orica.com for more information. Nature and biodiversity We acknowledge the increased expectation for businesses to understand their dependencies and impacts on nature and biodiversity, and to develop methods to maintain and regenerate areas of high nature-value and prevent significant degradation. Ecosystem health is considered across our operational and commercial activities and we manage risks to protect biodiversity accordingly. We continue to work to determine the most effective approach to understanding our nature-related dependencies, risks and opportunities in consideration of the Kunming-Montreal Global Biodiversity Framework and the rapidly evolving landscape of additional frameworks, including the Taskforce on Nature-related Financial Disclosures. Environmental remediation We are working to preserve and protect the natural environment and since FY2018, have maintained a record of no significant environmental incidents4. This year, we are pleased to again report the absence of any significant environmental incidents at our sites, globally. We are vigilant in our anticipation and prevention of any loss of containment of product to soil or water while continuing to enhance the efficacy of our environmental remediation strategies in the event they are needed. Our Material Environmental Issues Review program (MEIR) ensures specialist onsite assessments of our environmental performance and impact management, and applies a global environmental standard across all our regions, exceeding local requirements in some jurisdictions. Learn more about our approach to climate and natural environment 1. Relative to our restated FY2019 baseline and including the full-year FY2024 contribution from Cyanco assets for the purpose of climate performance reporting. Refer to our FY2024 Climate Action Report for further information. 2. Includes 5 months of Cyanco data and Australian carbon credit units. 3. Scope 1 and 2 emissions include 5 months of Cyanco data and Australian carbon credit units. Scope 3 emissions from purchased ammonia (excluding Cyanco) and AN only. Our gross Scope 3 emissions position is equal to our net Scope 3 emissions position, as carbon credits are accounted for in our operational Scope 1 and 2 emissions position. 4. Significant environmental incidents (Severity 3 events) are defined as those resulting in relatively wide- spread, serious environmental damage, with some impairment of ecosystem function, that will recover after remediation. Scope 1 nitrous oxide tCO2-e/t of nitric acid produced FY2024 FY2023 FY2022 FY2021 FY2020 0.59 0.28 0.82 0.83 0.99 Orica Limited Annual Report 2024 19 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information PEOPLE AND CAPABILITIES Our people are our most valued asset and our global team includes more than 14,000 people from over 90 different cultural backgrounds. This year, we continued to implement our people strategy, investing in the skills, capabilities and wellbeing of our people, and delivering the engagement, inclusion and leadership initiatives that make Orica a great place to work. Our global employee survey reveals we have made considerable progress in delivering our people priorities this year. Our people report feeling engaged, energised and proud to work at Orica. We continue to aim to attract the best people and understand that ongoing effort and investment are needed to maintain the momentum of our employee value proposition in a competitive talent market. An empowered, enabled and highly engaged workforce 89% employee engagement score1 In FY2024, more than 9,000 or 69 per cent of our people around the world responded to our all-employee culture and engagement survey, ‘Our Say’. The results reveal an employee engagement score well-above comparable industry benchmarks at 89 per cent, and will inform our actions in FY2025 to ensure Orica remains an employer of choice, globally. Diversity, equity, inclusion (DEI) and participation Orica is a complex business that comprises diverse, global workplaces, from where our people service customers in more than 100 countries. Our people bring different levels of knowledge and capability to work each day. Our global DEI strategy was launched in FY2023 and we continue to foster a safe and inclusive workplace where psychological safety and a culture of belonging, through our frontline inclusion workshop series, support our people. This year, we exceeded some of our DEI targets. Notably, rates of female workforce participation increased year-on-year to 21.6 per cent this year. Furthermore, 37.5 per cent of our Board positions are held by women, above our goal of at least 30 per cent. 21.6% target 20% Female workforce participation2 90+ cultural backgrounds People from Women in senior leadership was short of our goal of 35 per cent with a 33.7 per cent gender composition. We acknowledge that our overall measure of women in senior leadership is lower than anticipated, however we remain committed to gender diversity across our organisation and recognise that more work is needed to meet our target. We continue to deliver on our global and regional DEI action plans, including planning for the launch of the Innovate phase of our Australian Reconciliation Action Plan in FY2025, our Inclusive Leadership program, Frontline Leader program, and targeted initiatives that foster female participation such as our School of Operators and School of Engineers programs. Other initiatives As part of our people priorities, we have introduced commercial and digital learning pathways aligned to business objectives. These programs have focused on building the core skills of our workforce as we continue to adapt to evolving business needs. We have also made ongoing improvements to standardisation, automation and efficiency across the HR operating model, leading to a consistent employee experience and greater investment in strategic partnering. Safety remains our number one priority always. This includes physical and psychosocial aspects of safety. Our soon-to- be-launched global mental health program will help ensure our people are equipped with the tools, resources and knowledge to support a safe and healthy workplace. Learn more about our people and capabilities 1. Employee engagement represents the levels of energy, enablement and engagement our workforce has with Orica, measured through the all-employee engagement survey, ‘Our Say’. 2. The proportion of female workers relative to the total number of Orica employees. Annual Report 2024 20 COMMUNITY AND RELATIONSHIPS We actively support our host communities to share in the economic and social opportunities our work provides. This year, our community investment of $4 million places us on track to exceed our corporate community investment goal of $15 million by FY2025. The Orica Impact Fund is now in its fourth year. Through the fund, we strive to provide lasting, positive outcomes and build long- term relationships based on trust and transparency in local communities. Our key areas of strategic community investment are education, environment, health, wellbeing and social welfare. $14.2m Total community investment since FY2021 Education We forge key partnerships around the world to facilitate education for children and young people, so they can acquire foundational learning skills, participate more fully in society and experience greater opportunity throughout their lives. • We have given our support through partnerships in Argentina and Peru to facilitate education for more than 1,000 children to provide them with educators, learning materials, and clean and safe learning environments. • In Tanzania, we have supported 2,000 girls – by providing funding for feminine hygiene kits – to continue their education. • In Canada, our partnership with the Tłı̨chǫ Investment Corporation will provide 7,000 meals for students in outlying community schools over the coming three years. • Since FY2014, we have been working with The Smith Family to improve the educational prospects of Australian children and young people experiencing inequality caused by poverty. 10 years working with The Smith Family Environment We support the environments of our communities around the world, and through our partnerships with independent organisations and governments, have enabled long-term environmental projects. In Indonesia, we partnered with the Borneo Orangutan Survival Foundation to rehabilitate habitat and enhance the facilities supporting orangutans and sun bears at Samboja Lestari Orangutan Rehabilitation Centre. Through the ‘Little guardians of the moorland’ project and the Department of Education in Colombia, we distributed funds and provided a greenhouse to benefit 175 families by assisting students’ field practice and the reforestation of 7,500 native tree species. Health, wellbeing and social welfare The health, wellbeing and social welfare of our host communities is important to us, and we actively support young people and their families through our partnerships with organisations and schools. Through our partnership with Resolute Mining in Mali, West Africa we contributed to the delivery of a potable water line as part of a broader project. In neighbouring Senegal, we provided financial support to improve the quality of life of elderly people living in a remote region where there is little help available for the ageing population. Our support in Zambia has involved the restoration of an entire school, improving safety, and providing access to water, washroom facilities, building renovations, and learning equipment and furniture. Our work with First Nations Wherever we work around the world, our intention is to achieve harmony and support First Nations people. Our partnerships in Canada and Australia are examples of some of our efforts to date. In Canada, our ongoing partnerships with First Nations people support community development, education and employment. Through our management of two First Nations joint ventures in the northwestern territories, we employ Tłı̨chǫ workers and contribute towards education and women’s wellness. We also maintain agreements and provide support for education through the Wabun Tribal Council, for the Mattagami and Flying Post First Nations in Ontario, and provide educational bursaries for the Tahltan First Nation in British Columbia. In Australia, since launching our inaugural Reconciliation Action Plan (RAP) in FY2022, we have deepened our cultural understanding and strengthened ties with First Nations people. Our yarning circle – a dedicated space created with our First Nations employees – fosters the sharing of stories and a sense of community within the Orica business. We have also partnered with two schools-based programs – Shooting Stars and the Clontarf Foundation – to advance our investment in equitable education, mentoring and engagement opportunities for young First Nations people. While providing financial support, we also host site visits and participate at community events to build engagement. Initiatives such as these, and others with our First Nations people in Australia, provide a strong foundation to progress to the innovate-phase of our RAP in FY2025. Learn more about our communities and relationships Orica Limited Annual Report 2024 21 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information TECHNOLOGY AND INNOVATION 1. The net promoter score measures customer satisfaction and loyalty by looking at the likelihood customers will recommend a business. 2. Achieved in September 2024. 3. The National Institute of Standards and Technology (NIST) Cyber Security Framework (CSF) includes standards, guidelines and best practices across six functions essential for cyber security risk management: govern, identify, protect, detect, respond and recover. For 150 years, innovation and technology have been driving forces at Orica. As global demand for our products and solutions grows, our blasting, processing and digital technologies continue to gain momentum. Innovative technological solutions that elevate safety standards, enhance productivity and ore recovery, and promote social responsibility are critical as orebodies become more complex and remote. We are a customer-centric business. By placing our customers at the heart of our innovations and technology, we aim to make a difference in the industries we work in, creating a more sustainable and prosperous future for all. We respond to the changing needs of our customers and industry as we develop new technologies and solutions. Our focus on precision aims to keep people from harm, drive productivity, maximise recovery and reduce the overall footprint of mining and infrastructure operations. Voice of customer Our customers – some with global operations and others in remote areas in Africa, Asia, Latin America and the Middle East – say the aspects they most value in their relationship with Orica include: our uncompromising commitment to safety; continuing technological innovations; reliability of supply; high quality products; and our willingness to listen, understand and act to solve their challenges. In FY2024, feedback from our customers reveals an increase in Orica’s net promoter score (NPS) of 23 per cent since FY2023, showing a high level of customer satisfaction and loyalty. 58 NPS 1 up 23% since FY2023 Innovation across the value chain Technological advancements are continually reshaping our industry, driving it towards greater safety, efficiency, recovery and social responsibility. There is growing demand for innovative solutions as operations seek to support this drive and enhance real-time decision-making across the value chain. Our innovative 4D™ bulk system is testament to our commitment to develop technology that delivers excellent results, as confirmed in FY2024 by our customers globally in underground and surface operations. Benefits of the innovative system are multifaceted, and our customers continue to extract increasing value and insights. 300k+ WebGen™ units fired to date, globally2 Our proprietary wireless electronic initiation system continues to lead the market, offering our customers even greater flexibility in blasting and scheduling in surface operations, and unlocking many new mining methods and technologies for safer and more productive outcomes in underground operations. As cyber security threats increase, we continue to support our customers in their operations. This year, our Orica Digital Solutions blast design and execution cloud-native platform obtained ISO 27001 certification. As the international standard for information security, the certification reaffirms our dedication to upholding the highest standards in information security management and delivers peace of mind for our customers. ISO 27001 certification obtained for Orica Digital Solutions blast design and execution Following the acquisition of Terra Insights in FY2024, Orica Digital Solutions is now a global leader in downstream geotechnical and structural monitoring for the mining and civil infrastructure industries. Our extensive geographic coverage and robust support capabilities ensure our customers worldwide have access to cutting-edge monitoring solutions, backed by comprehensive technical support and expertise. In our endeavours to meet the needs of our customers, we continue to launch new products that can maximise safety, productivity, recovery and sustainability across the value chain, including our lead- free Exel™ Neo range, i-kon™ Steel and Digital, Next Gen SHOTPlus™, BlastIQ™ Underground, FRAGTrack™ Front End Loader and Geospatial, Champ Navigator2™ and Axis Connect™. Implementation of AI Orica formalised a new Group Standard for artificial intelligence (AI) governing its use and development, and ensuring alignment with global responsible AI policies and frameworks in support of our adoption of AI and AI training conducted across our workforce. AI has been introduced at Orica to enhance safety, automate tasks, support translations and increase productivity. We incorporate AI into our product offering and are one of the first Australian companies to deploy Microsoft CoPilot and ServiceNow® Generative AI. Cyber security Our approach to cyber security is driven by our cautious risk-appetite and defined by the National Institute of Standards and Technology (NIST) Cyber Security Framework3. As the sophistication of cyber- attacks continues to evolve, we continuously measure, test and strengthen our cyber security posture. Our cyber strategy extends across our technology pillars of manufacturing systems (operational technology), business systems (information technology) and Digital Solutions to protect our operations and data, and our customer data. Our cyber strategy is focused on four key areas: zero trust architecture, requiring constant verification of identity and access; relentless focus on our foundational cyber controls; single pane-of-glass visibility across all our technology pillars; and continuous improvement in our ability to detect, respond and recover from cyber events. A robust strategy and framework continued to guide our activity throughout the year, aligned with our plans and targets. In FY2024, the security of our company and customer data measurably improved with an uplift in our NIST maturity level and improvement in our cyber security key risk indicators across our manufacturing systems, business systems and Digital Solutions business. Protection of our operations and data, and our customer data will remain a priority for the business as we mature our cyber security program throughout the organisation globally, and regularly test our cyber resilience. Learn more about our approach to technology and innovation Annual Report 2024 22 Dulux Truck, Australia, circa 1950 Orica Limited Annual Report 2024 23 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information FINANCIAL PERFORMANCE Group results As outlined in note 1(a) of the financial statements, the 2023 financial year results have been restated to reflect the new segment reporting structure. Footnotes that apply to financial performance are described on page 31. Year ended 30 September 2024 $m 2023 $m Change % Sales revenue 7,662.8 7,945.3 (4) EBITDA1 1,237.5 1,090.6 14 Total EBIT2 805.6 698.1 15 Net financing costs (177.2) (143.7) 23 Tax expense before individually significant items (184.8) (166.2) 11 Non-controlling interests before individually significant items (34.2) (19.2) 78 NPAT before individually significant items3 409.4 369.0 11 Individually significant items after tax attributable to Orica shareholders 115.2 (73.3) nm NPAT attributable to Orica shareholders (statutory) 524.6 295.7 77 A summary of the performance of the segments for the 2024 and 2023 financial years is presented below: Business summary EBIT2 Year ended 30 September 2024 $m 2023 $m Change % Blasting Solutions 755.1 668.9 13 Australia Pacific and Asia 477.8 428.7 11 North America 144.6 149.1 (3) Latin America 62.5 41.0 52 Europe, Middle East and Africa 70.2 50.1 40 Specialty Mining Chemicals 68.8 50.6 36 Digital Solutions 70.0 54.3 29 Global Support (88.3) (75.7) 17 EBIT 805.6 698.1 15 EBIT increased by 15 per cent to $806 million. The decline in sales revenue is due to falling input costs. Increased earnings in the period is underpinned by growth across all reporting segments: • Blasting Solutions: margin expansion achieved through increasing customer uptake of Orica’s premium products and blasting technology, and benefits from commercial discipline. • Specialty Mining Chemicals: overall segment growth supported by integration of the Cyanco acquisition. • Digital Solutions: growth achieved through continued strong adoption of technology solutions and integration of Terra Insights. Financial performance by segment FY2023 to FY2024 EBIT ($m) FY2024 EBIT Global Support Volume, Mix & Margin Volume, Mix & Margin Manufacturing Volume, Mix & Margin Manufacturing Foreign Exchange on translation FY2023 EBIT 806 (12) 17 23 (6) 101 (9) (6) 698 Annual Report 2024 24 Foreign exchange Foreign currency translation resulted in an unfavourable impact to EBIT versus the prior corresponding period. Blasting Solutions Manufacturing Manufacturing performance included costs for alternate sourcing of ammonia during the six-yearly major ammonia plant turnaround at Kooragang lsland in New South Wales, Australia in the first half. All turnarounds were completed successfully, with production rates increasing and emissions decreasing following the outage. Volume, mix and margin Quality of earnings continues to expand margins despite flat sales volumes versus the prior corresponding period. EBIT growth was led by the continued strong uptake of Orica’s premium products and blasting technology solutions, together with successful re- contracting in the second half that will flow into FY2025. Specialty Mining Chemicals Manufacturing Manufacturing performance was impacted by a partial gas curtailment due to supplier pipeline issues at Yarwun. Volume, mix and margin Quality of earnings increased versus the prior corresponding period following the acquisition of the Cyanco business. Digital Solutions Volume, mix and margin Demand remained strong for Orica’s suite of digital offerings and value-added services despite continued softness in mining exploration activity. Integration from newly acquired Terra Insights business supported earnings in the Digital Solutions segment. Global Support Global Support costs increased versus the prior corresponding period primarily due to inflation and ongoing litigation costs. Australia Pacific and Asia (APA) Year ended 30 September 2024 $m 2023 $m Change % EBIT 537.2 475.1 13 Blasting Solutions In the Australia Pacific and Asia region, earnings growth was realised through improved value-added product mix driven by increased technology uptake across a range of products, including 4D™, WebGen™ and electronic blasting systems. Improved quality of earnings were achieved through completion of the re-contracting cycle in Australia and Asia. Strong earnings contribution from Asia driven by continued growth in Southeast Asia and India. Successful turnarounds executed at Kooragang Island and Yarwun, which were completed safely, on time and on budget. Implementation of new electronic blasting systems assembly production lines and automation capabilities at Helidon (Australia) and Gomia (India) were completed, strengthening supply chain capacity and flexibility Specialty Mining Chemicals Earnings were impacted by lower volumes due to a partial gas curtailment at the Yarwun manufacturing facility caused by supplier pipeline issues. Earnings improved from increased demand from customers for Orica’s full differentiated solutions offering. Digital Solutions Successful commercial launch of BlastIQ™ Underground resulting in an Australian Mining Prospect Award for “Excellence in IIoT Application”. Expansion of core technology and service integration with onboarding of SYSCOM hardware (from Terra Insights) into ENVIROTrack™ service offerings, enhancing the core service offering with industry leading hardware and BlastIQ™ integration. Enhanced collaboration with technical services to prepare for integrated workflows between digital and new blasting technology. Strong demand for Axis products in the underground mining market, despite softness in the global exploration market. Financial performance by region Orica Limited Annual Report 2024 25 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information North America Year ended 30 September 2024 $m 2023 $m Change % EBIT 184.4 156.1 18 Blasting Solutions Underlying demand for premium products and technology remained strong, with continued high adoption of WebGen™ and strong demand for nitrate reducing products including Fortis Protect™ and Centra™ Gold HV. Reduced demand for thermal coal, United States quarry and construction (Q&C) lower activity and mine plan changes impacting production. Successful completion of a major turnaround at our manufacturing plant in Carseland, Canada4. Specialty Mining Chemicals Overall segment performance was supported by the Cyanco acquisition. Planned maintenance activities and safety upgrades at the Winnemucca plant were brought forward into FY2024, resulting in lower than planned production. Digital Solutions Significant EBIT growth in North America was driven by increased adoption of FRAGTrack™ and OREPro™. Success in cross-selling integrated 3vGeomatics’ InSAR satellite service, GroundProbe’s radar solutions and Orica Digital Solutions Geotechnical Support Services. Commercial release of Axis’ Champ Navigator2™ enhanced the standard Champ Navigator™ by offering high-density true vertical continuous survey measurement while significantly improving accuracy and repeatability across all measurement modes. FINANCIAL PERFORMANCE (CONTINUED) Latin America Year ended 30 September 2024 $m 2023 $m Change % EBIT 86.9 72.9 19 Blasting Solutions Significant earnings improvement driven by growth in premium products, technology adoption and continued commercial discipline. Increased technology adoption across the region, supported by a substantial increase in WebGen™ revenue and adoption of 4D™. Implemented a strategic Technology Innovation Agreement with Vale, our customer in Brazil, focused on embedding Orica’s full suite of technology products. Finalised investment in Lurin (Peru) manufacturing facility, strengthening supply chain capacity and flexibility; new EBS manufacturing lines achieving record ramp up volumes. Efficiency improvements of up to 30 per cent achieved on the non-electric assembly production lines. Specialty Mining Chemicals New geographic market entries were successfully executed despite continued competitive market dynamics, and increased costs. Digital Solutions Leading global deployment in mine-to-mill solutions, particularly Integrated Extraction Simulator (IES), Design for Outcome (DfO) and RHINO™ orebody sensors to optimise downstream operations. Successful cross-sale wins of NavStar’s global navigation satellite system through Geosolutions. Continued strong adoption of FRAGTrack™ and OREPro™ technologies. Annual Report 2024 26 Global Support Year ended 30 September 2024 $m 2023 $m Change % EBIT (88.3) (75.7) 17 Global Support costs increased versus the prior corresponding period primarily due to inflation and litigation costs. Net financing costs Net financing costs of $177.2 million were $33.5 million higher than the prior corresponding period. Net interest expense (excluding lease interest, business acquisition hedge costs and unwinding of discount on provisions) was $140.4 million, $13.8 million higher than the prior corresponding period, primarily as a result of an increase in drawn debt used to fund acquisitions during the year. Unwinding of discount on provisions was $10.9 million higher than the prior corresponding period, mainly due to the impact of movements in the discount rate applied to re-measure non-current provisions. Year ended 30 September 2024 $m 2023 $m Variance $m Net interest expense excluding lease interest, business acquisition hedge costs and unwinding of discount on provisions (140.4) (126.6) (13.8) Lease interest (18.6) (15.5) (3.1) Business acquisition hedge costs (5.7) – (5.7) Unwinding of discount on provisions (12.5) (1.6) (10.9) Net financing costs (177.2) (143.7) (33.5) Tax expense The effective tax rate before individually significant items of 29.4 per cent is lower than the prior corresponding period of 30.0 per cent due to a reduction in non-deductible interest and increased profits in jurisdictions where the statutory tax rate is lower than 30.0 per cent. FINANCIAL PERFORMANCE (CONTINUED) Europe, Middle East and Africa Year ended 30 September 2024 $m 2023 $m Change % EBIT 85.4 69.7 23% Blasting Solutions Continued strong earnings improvement due to increased uptake of premium products, notably Fortis™ Extra-i. Ongoing investment in discrete manufacturing plants to improve productivity and efficiency; delivered a 15 per cent efficiency improvement in non-electric assembly production through the installation of new lines at Gyttorp, Sweden. Completed the rollout of Orica’s Exel™ Neo, a world-first, lead-free detonator range. Ongoing operating model changes in some parts of the Europe, Middle East and Africa (EMEA) region in line with Orica’s country rationalisation strategy delivering increased quality of earnings. Specialty Mining Chemicals Sodium cyanide volume growth, offset by increased costs. Digital Solutions Increased adoption of FRAGTrack™ and OREPro™. Largest FRAGTrack™, BlastIQ™ and ORETrack™ installations to date in the region. Strong sales of WIREBmr™ tool for in-situ recovery assessments. Orica Limited Annual Report 2024 27 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information Individually significant items Year ended 30 September 2024 Gross $m Tax $m Net $m Profit on sale of Deer Park stage 1 surplus land 181.5 (8.4) 173.1 Profit on sale of Yarraville land 40.9 (7.0) 33.9 Axis Group acquisition earnout reversal 26.6 – 26.6 Restructuring expense (54.4) 1.1 (53.3) Business acquisition costs (41.3) – (41.3) Environmental provision expense (34.0) 10.2 (23.8) Individually significant items 119.3 (4.1) 115.2 Non-controlling interests in individually significant items – – – Individually significant items attributable to shareholders of Orica 119.3 (4.1) 115.2 Profit on sale of Deer Park stage 1 surplus land The sale of Stage 1 surplus land at Deer Park was completed on 14 February 2024 for $260.0 million. An exclusivity fee of $50.0 million had been received in FY2023 with the remaining proceeds of $210.0 million received on completion. Profit on sale of Yarraville land Settlement on the sale of excess land at Yarraville occurred on 28 June 2024 with net proceeds of $48.0 million. Axis Group acquisition earnout Consideration for the acquisition of Axis Mining Technology on 3 October 2022 had a deferred earnout element based on the achievement of cumulative EBITDA generated from 1 October 2022 to 31 December 2024 and was contingent on certain key management remaining employed by Orica. During the period, the earnout of $26.6 million that had been provided for in FY2023 has been reversed primarily due to key management exiting the business. Integration activities and knowledge transfer has occurred across all key functions including manufacturing, commercial and technology, with succession implemented for key management positions. Restructuring costs Restructuring costs incurred with the transfer of functional roles to the Global Business Services centre in Manila, and operating model changes in parts of the EMEA region. Business acquisition costs Acquisition costs of $41.3 million have been incurred as part of the acquisitions of Terra Insights on 29 February 2024 and Cyanco on 30 April 2024. Environmental provisions expense Increase in the Botany groundwater treatment plant provision as a result of an anticipated reduction in treated water revenue following closure of adjacent businesses in the Botany Industrial Park. Cash flow Year ended 30 September 2024 $m 2023 $m Variance $m Net operating cash flows 807.5 898.7 (91.2) Net investing cash flows (1,712.6) (664.7) (1,047.9) Net operating and investing cash flows (905.1) 234.0 (1,139.1) Dividends – Orica Limited (170.0) (140.9) (29.1) Dividends – non-controlling interest shareholders (12.0) (7.2) (4.8) Other net financing cash flows5 559.4 (202.8) 762.2 Net cash flows from financing activities 377.4 (350.9) 728.3 Net cash inflow/(outflow)6 (527.7) (116.9) (410.8) FINANCIAL PERFORMANCE (CONTINUED) Annual Report 2024 28 Net operating cash flows The Group continues to generate strong operating cashflows. The reduction from the prior corresponding period is driven by the payment of transaction costs incurred on the acquisitions, increased interest costs and restructuring costs. Net investing cash flows Net investing cash outflows were higher than the prior corresponding period predominantly due to the consideration of $1,529.7 million paid for the acquisitions of Terra Insights and Cyanco (prior corresponding period (pcp) consideration of $255.8 million for Axis Group). This is offset by cash inflows from proceeds from the sale of Deer Park of $210.0 million and Yarraville of $48.0 million and the deferred cash consideration of the $3.6 million from the sale of Türkiye business. In the prior corresponding period, a deposit of $50.0 million was received for the sale of Deer Park. Net financing cash flows Other net financing cashflows include $213.0 million of net proceeds on debt facilities offset by $84.4 million of lease payments. $455.1 million proceeds, net of cost from the institutional placement and share purchase plan were subsequently used to partially fund the Cyanco acquisition. The prior year cash outflow included $116.0 million of net repayment on debt facilities and $73.3 million of lease payments. Balance sheet As part of the ongoing management of Orica’s debt structure and debt maturity profile during the year, $275 million of existing committed bank debt facilities were refinanced and a new $150 million committed bank debt facility was established. The average tenor of drawn debt at 30 September 2024 was 4.7 years (September 2023: 5.9 years). On 17 December 2023, S&P Global Ratings reaffirmed Orica’s investment grade credit rating of BBB/Stable/A-2. Following the announcement of the Cyanco acquisition and equity placement in February 2024, S&P Global Ratings issued a further bulletin affirming Orica’s credit rating. The balance sheet remains well positioned to provide resilience in a volatile external environment, support Orica’s strategic priorities and deliver increased returns to shareholders. FINANCIAL PERFORMANCE (CONTINUED) Trade working capital7 reduced by $98 million on the prior corresponding period due to an improvement in cycle days and foreign exchange translation. Non trade working capital8 net liability decreased by $58 million. The main drivers of the movement include the release of the refundable deposit received from the sale of Deer Park stage 1 surplus land of $50 million and the reversal of the provision for the Axis Mining Technology earnout of $27 million partially offset by an increase in restructuring provisions of $26 million. Net fixed, intangible and right of use assets decreased by $133 million during the period. The decrease was mainly due to depreciation and amortisation expense of $412 million, foreign exchange translation of $192 million and $120 million of disposals (primarily Deer Park and Yarraville $79 million), which was partially offset by capital expenditure and lease additions of $570 million. Other net assets decreased by $94 million primarily due to the reduction in the net deferred tax asset position. Net debt (incl. leases) liability was $720 million higher than the prior corresponding period primarily due to cash outflows for the acquisitions of Terra Insights and Cyanco of $1,530 million partially offset by proceeds from the Institutional Share Placement and Share Purchase Plan of $455 million and proceeds from the sale of Deer Park and Yarraville of $258 million. Terra Insights and Cyanco The balances shown are the net asset positions at 30 September 2024 excluding net debt. Movement in net assets ($m) Net assets 30 Sep 2024 Cyanco Terra Insights Net debt (incl. leases) Other net assets Net fixed, intangible & right of use assets Non trade working capital Trade working capital Net assets 30 Sep 2023 4,548 954 529 (720) (94) (133) 58 (98) 4,052 Orica Limited Annual Report 2024 29 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information Debt management and liquidity As at 30 September 2024 $m 30 September 2023 $m Variance $m Interest bearing liabilities – excluding lease liabilities 2,198.4 2,075.4 123.0 Less: cash and cash equivalents (580.7) (1,152.1) 571.4 Net debt9 1,617.7 923.3 694.4 Lease liabilities 322.6 296.8 25.8 Net debt – including lease liabilities 1,940.3 1,220.1 720.2 Gearing % – excluding lease liabilities10 26.2% 18.6% 7.6% Interest-bearing liabilities of $2,198 million comprise $1,966 million of US Private Placement bonds and $232 million of committed and other bank facilities. Cash of $581 million and undrawn committed bank facilities of $1,392 million provides for a strong liquidity position. The decline in cash of $571 million from the pcp, primarily reflects cash used to fund acquisitions during the year. Gearing, excluding lease liabilities, at 26.2 per cent is below the Group’s target range of 30 to 40 per cent and is well below the 57.5 per cent covenant default measure. The interest cover ratio at 5.1x is well above the minimum 2.0x covenant requirement. The chart below illustrates the movement in net debt from 30 September 2023. Movement in net debt ($m) FINANCIAL PERFORMANCE (CONTINUED) Net debt 30 Sep 2024 (excl. leases) Foreign exchange translation Sub-total Net financing cashflows Net investing cashflows Net operating cashflows Net debt 30 Sep 2023 (excl. leases) 1,618 (46) 1,664 (164) 1,713 (808) 923 Annual Report 2024 30 Outlook FY2025 • FY2025 EBIT is expected to increase on the prior corresponding period attributable to: > Blasting Solutions: Demand expected to continue for premium products and blasting technologies, with full year benefits of the recontracting cycle. > Specialty Mining Chemicals: Full year contribution from Cyanco, demand expected to grow in line with underlying market growth. > Digital Solutions: Full year contribution from Terra Insights, continued strong adoption of technology solutions and cross-selling opportunities across the portfolio. > Global support: Continued focus on cost initiatives to offset inflation and ongoing litigation costs. > Ongoing challenges from inflationary pressures, higher energy costs and geopolitical risks. • Capital expenditure (including acquisitions) expected to be broadly in line with FY2024. • Depreciation and amortisation is expected to be $490 million to $510 million. • Net finance costs expected to be $190 million to $200 million, primarily due to the full year impact of drawn debt to fund acquisitions. • Effective tax rate to be broadly in line with FY2024. Looking forward The outlook for the next three years is expected to deliver three-year average RONA in the range of 13.0 to 15.011 per cent (Previous range: 12.0 to 14.012 per cent). FINANCIAL PERFORMANCE (CONTINUED) 1. EBITDA is defined as earnings before interest and taxes (EBIT) plus depreciation and amortisation. 2. Earnings before interest and tax (EBIT) or ‘earnings’ is equivalent to profit/loss before financing costs and income tax, excluding individually significant items, as disclosed in note 1(b) in the financial statements. 3. Net profit after tax (NPAT) attributable to shareholders of Orica Limited, as disclosed in the financial statements. 4. Completion of Carseland turnaround occurred in October 2024. 5. Other net financing cash flows is equivalent to net cash flows from financing activities excluding dividends paid to Orica ordinary shareholders and non-controlling interests, as disclosed in the statement of cash flows in the financial statements. 6. Net cash inflow/(outflow) is equivalent to net increase/(decrease) in cash held, as disclosed in the statement of cash flows in the financial statements. 7. Trade working capital is defined as the sum of inventories, trade receivables and trade payables, as disclosed in the balance sheet in the financial statements. 8. Non trade working capital is defined as the sum of other receivables, other payables and provisions, as disclosed in the balance sheet in the financial statements. 9. Net debt is defined as the sum of interest-bearing liabilities, excluding lease liabilities less cash and cash equivalents, as disclosed in the balance sheet in the financial statements. 10. Gearing is defined as net debt divided by the sum of net debt and total equity, where net debt excludes lease liabilities, as disclosed in note 3 in the financial statements. 11. FY2025 – FY2027 3-year average RONA. 12. FY2024 – FY2026 3-year average RONA. Orica Limited Annual Report 2024 31 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information Mt Leyshon, Western Australia, 1995 Annual Report 2024 32 Outcomes for other executive KMP largely reflect organisational performance with variation based on an assessment of individual performance, including against their role-specific operational priorities. FY2024 STI performance outcomes are detailed in section 3.2(a) of this report. Long-term incentive The FY2021–23 long-term incentive (LTI) did not vest following testing in November 2023, with average return on net assets (RONA) being below the required threshold target for the three-year performance period (1 October 2020 to 30 September 2023). Vesting outcomes for the FY2022–24 LTI award (based on average RONA and relative total shareholder return (rTSR) over the three-year performance period from 1 October 2021 to 30 September 2024) will be confirmed following the release of full-year FY2024 results – however, with improved financial and share price performance over the performance period, strong vesting is anticipated. This would be the first time since the FY2017-19 LTI award that vesting has occurred. Full details of any vesting will be included in the FY2025 Remuneration Report. Executive remuneration in FY2025 Following substantial changes to the executive incentive plans in FY2024 and the positive feedback received internally and externally, no incentive changes are proposed for FY2025. Refer to section 2 of this report for an overview of the FY2024 changes. The Board has however, decided to remove the fixed equity component of the CEO’s fixed annual remuneration (FAR). Upon Sanjeev Gandhi’s appointment as CEO in FY2021, the Board decided that a portion of his FAR should be delivered as Orica equity to ensure immediate and ongoing alignment with shareholders. As the CEO’s shareholding is now above the minimum shareholding requirement (150% of FAR), from 1 October 2024 all FAR will be paid in cash, in alignment with market practice. On behalf of the People and Remuneration Committee, I would like to thank you for your ongoing support and invite you to read the full report in detail. Karen Moses Chair, People and Remuneration Committee Dear Shareholders, On behalf of the Board, I am pleased to present Orica’s FY2024 Remuneration Report, for which we seek your support at our Annual General Meeting. As always, our dedicated workforce remains central to Orica’s success, working hard through FY2024 to deliver sustainable performance improvement and growth across the business. With people being our most valued asset, we continue to invest in their skills, capabilities and wellbeing to ensure an empowered, enabled and highly engaged workforce for the future. Our key employee initiatives are outlined on page 20 of the FY2024 Annual Report. During FY2024, we again delivered year-on- year earnings growth and have increased the quality of our earnings, which together with strong execution against Orica’s business strategy, have positioned the business well for the continued delivery of long-term shareholder returns. Our executive remuneration decisions and outcomes seek to reflect the overall performance of the business, while ensuring alignment with Orica’s values. As safety is one of our core values, a no-fatality gateway was introduced into the short- term incentive (STI) in FY2024, signalling the Board’s intent to reduce the outcome of the safety component to nil in the event of a work-related fatality, having regard to the circumstances. The gateway has been applied this year as tragically in December 2023, an Orica vehicle was struck from behind on a public road in India, fatally injuring an employee. A thorough investigation into the incident has been completed and key learnings implemented across our global business. FY2024 remuneration outcomes Short-term incentive FY2024 STI outcomes for the Managing Director and Chief Executive Officer (CEO) and other executive key management personnel (KMP) reflect our strong performance against the relevant targets set: • Our serious injury case-rate (SICR) was our lowest recorded result in five years, however the no-fatality gateway has been applied to reduce the outcome of this metric to nil. • The focus on loss of containment (LOC) across the business has resulted in another low outcome, particularly in the context of major plant turnaround activity which can increase the risk of LOC events. • Significant progress has been made against Orica’s climate change objectives, with our major tertiary abatement installation projects completed and operational ahead of schedule, and net Scope 1 and Scope 2 emissions ahead of our strengthened target level. • Positive Group EBIT and net operating cash flow (NOCF) outcomes were achieved, a result of strong performance and commercial discipline across the business, including a clear focus on cost control and trade working capital. • The new operational priorities component has focused executives on delivering against key milestones critical to Orica’s long-term success including the completion of two strategic acquisitions and major turnaround activities, details of which are provided on page 39. The result is a final STI for the CEO of 132.5 per cent of his target opportunity (88.3 per cent of maximum). REMUNERATION REPORT Orica Limited Annual Report 2024 33 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information REMUNERATION REPORT (CONTINUED) Contents 34 Section 1. Key Management Personnel 35 Section 2. Key Stakeholder Questions 37 Section 3. Remuneration Overview 42 Section 4. Executive Remuneration 46 Section 5. Non-executive Director Arrangements 47 Section 6. Remuneration Governance 50 Section 7. KMP Statutory Disclosures Section 1. Key Management Personnel 1.1 Executive key management personnel The table below lists the executives of the Company who, together with the Non-executive Directors, were defined as key management personnel (KMP) under Australian Accounting Standards for FY2024. For the purpose of this Remuneration Report, references to executives are to the executive KMP and other Executive Committee members with the same remuneration arrangements as the executive KMP. Name Role in FY2024 Commencement date in role Country of residence Executive Director Sanjeev Gandhi Managing Director and CEO (CEO) 1 April 2021 Australia Executive KMP James Crough1 Chief Financial Officer (CFO) 3 June 2024 Australia Leah Barlow President – Safety, Health Environment and Security (SHES), Discrete Manufacturing and Supply 1 July 2022 Australia Angus Melbourne Chief Technology Officer 1 April 2021 Australia Former executive KMP Kim Kerr1 Chief Financial Officer 11 October 2022 Australia 1. James Crough assumed the role of CFO from Kim Kerr on 3 June 2024. To support an orderly transition, Ms Kerr remained with the business until 1 August 2024. In addition to statutory entitlements to accrued annual leave, as part of her mutually agreed separation terms, she received a contractual severance payment following cessation of employment with Orica. Ms Kerr also retained a pro-rata entitlement to the FY2024 STI and a pro-rata portion of her FY2023 and FY2024 LTI awards remain on foot, with the pro-rata calculations based on time served in the CFO role. All FY2023 STI deferred shares remain on foot and subject to the original disposal restrictions. Annual Report 2024 34 1.2 Non-executive Directors key management personnel The Non-executive Directors who held office during FY2024 are set out below. These Directors have oversight of the strategic direction of the Company but have no direct involvement in the day-to-day management of our business. Name Role in FY2024 Commencement date in role Country of residence Current Directors Malcolm Broomhead Non-executive Director, Chairman 1 December 2015 Australia John Beevers Non-executive Director 1 February 2020 Australia Mark Garrett Non-executive Director 15 January 2023 Switzerland Denise Gibson Non-executive Director 1 January 2018 United States Vanessa Guthrie Non-executive Director 1 February 2023 Australia Karen Moses Non-executive Director 1 July 2016 Australia Gordon Naylor Non-executive Director 1 April 2022 Australia Former Directors Gene Tilbrook1 Non-executive Director 14 August 2013 Australia 1. Retired from the Board on 29 February 2024. Section 2. Key Stakeholder Questions Key questions Orica response Further detail How does Orica’s executive remuneration framework align to strategy? Orica’s executive remuneration framework is weighted towards variable (at-risk) remuneration to align with the interests of our shareholders and drive performance against short and long-term business objectives. The alignment of executive remuneration to our strategy was strengthened in FY2024 through several incentive plan design changes including the introduction of an operational priorities component into the CEO’s short-term incentive (STI) and the new long-term incentive (LTI) business sustainability metric. Section 3.1 What changes were made in FY2024 and why? As a result of the Board’s review of executive remuneration during FY2023, the following changes were made for FY2024: • Introduction of an LTI business sustainability metric with a 20 per cent weighting from the FY2024–26 LTI award. The metric is initially focused on portfolio resilience and diversification, rewarding the delivery of initiatives and outcomes that strengthen the resilience and sustainability of Orica’s portfolio in alignment with our strategic plan. • Introduction of an STI operational priorities component with a 15% weighting for the CEO to provide a more balanced view of performance and ensure direct alignment with key initiatives and actions required to ensure long-term success. • Other modifications to the STI scorecard including a new fatalities gateway over the safety (SICR) metric; expansion of the Scope 1 and 2 absolute emissions reduction metric to include an assessment of delivery of key net zero program initiatives viewed as critical to meeting Orica’s stated targets; removing RONA (with RONA remaining in the LTI); and shifting from cash generation efficiency (an internal metric) to net operating cash flows (a well understood, externally reported metric). The post-vesting holding lock on deferred STI awards was also removed with the review confirming this to be out of step with ASX-listed market peers and no longer necessary given current executive shareholdings; the re-introduction of rTSR into the LTI from FY2022; and the two-year LTI post-vesting holding lock. The one-year vesting period for STI deferred shares remains. Section 4.1 Effective from the start of FY2024, the minimum shareholding period for all executives was reduced from six to five years from appointment to align to the CEO. Section 6.4 Were there any fixed pay increases in FY2024? The CEO’s fixed annual remuneration (FAR) remained at $1.82m for FY2024 (the last increase to FAR being on 1 April 2023, the second anniversary of his appointment to the CEO role). Following external benchmarking of the other executive KMP roles, remuneration increases effective 1 January 2024 were received by the Chief Technology Officer (1.5%) and President SHES, Discrete Manufacturing and Supply (6.3%), reflecting external market benchmarking and performance in their roles. – REMUNERATION REPORT (CONTINUED) Orica Limited Annual Report 2024 35 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information Key questions Orica response Further detail How does the CEO’s fixed equity component operate? On Sanjeev Gandhi’s appointment to the CEO role in FY2021, the Board determined it appropriate that a portion of his FAR be delivered in the form of Orica equity to ensure immediate and ongoing alignment with shareholders. As a result, from May 2021 until the end of FY2024, the CEO has received $300,000 per annum of his FAR as fixed equity, granted in the form of Restricted Rights which vest monthly in alignment with the payment of fixed cash. Vested Rights are exercisable for a five-year period from grant, with underlying shares placed under a holding lock subject to the CEO being deemed to have met his minimum shareholding requirement. With the CEO having reached his minimum shareholding requirement (150% of FAR) during FY2024 and the objective of ensuring sufficient shareholder alignment being met, the fixed equity plan has now ceased. From 1 October 2024, the CEO’s fixed remuneration will therefore be realigned with market practice and provided in cash. Section 4.1 How do FY2024 remuneration outcomes reflect business performance? FY2024 STI outcomes reflect our financial and operational performance including: • Increase in EBIT and a strong net operating cash flow (NOCF) outcome • Historically low SICR and LOC outcomes, noting no vesting under the STI safety component as outlined below • Strong sustainability performance with Orica well positioned to achieve our stated emissions reduction target • Delivery of critical major turnaround activities with minimal disruption to the business, and • Completion of two strategic acquisitions with integration activities well-underway, which will enable us to realise growth opportunities within the Digital Solutions and Specialty Mining Chemicals segments. No vesting occurred under the FY2021–23 LTI award (with a single RONA performance metric) primarily due to financial performance in FY2021 being well-below expectations. While the final vesting outcome of the FY2022–24 LTI award (with RONA and rTSR metrics) will be confirmed following the release of Orica’s FY2024 full-year results, it is anticipated that strong vesting under this award will occur as a result of improved financial performance and positive shareholder returns over the three-year performance period. Sections 3.2(a) and (b) Did the Board apply any discretion in relation to FY2024 remuneration outcomes? The Board has an overriding discretion to adjust executive incentive plan outcomes to ensure they are reflective of Orica’s overall performance and aligned to shareholder expectations. This includes the ability to exercise discretion where required to ensure that our remuneration framework encourages a culture aligned with Orica’s values. Aligned with safety being one of our core values, in FY2024 the Board introduced a no-fatality gateway over the safety (SICR) metric within the STI scorecard whereby, having regard to the circumstances, the outcome of this metric may be reduced to nil in the event of a work-related fatality. The gateway has been applied this year as tragically in December 2023, an Orica vehicle was struck from behind on a public road in India, fatally injuring an employee. A thorough investigation into the incident has been completed and key learnings have been implemented across our global business. As a result, despite a strong SICR performance outcome, the CEO and all executives will see no vesting for this metric. With two strategic acquisitions occurring during FY2024, STI scorecard metric outcomes have also been adjusted, as required, to align with the basis upon which the FY2024 targets were set, ensuring management is neither advantaged nor disadvantaged by the transactions. Similarly, adjustments for significant items have been made in determining the FY2021–23 LTI outcome with the adjustment approach being consistent with prior year RONA calculations. Sections 3.2(a) and (b) Will there be any changes to executive remuneration for FY2025? With substantial incentive design changes made in FY2024, a decision was made to continue to embed these changes and, with the exception of the CEO’s fixed equity component (which as noted previously will be removed), the same executive remuneration framework and incentive plan constructs will be retained for FY2025. Underlying STI metrics have been reviewed and updated as appropriate to reflect the current environment and our FY2025 operational priorities. – REMUNERATION REPORT (CONTINUED) Annual Report 2024 36 Section 3. Remuneration Overview 3.1 FY2024 Remuneration strategy At Orica, our executive remuneration framework is performance-based, with a substantial at-risk component linked to the key drivers of our business strategy, aligning reward with the interests of our shareholders and the creation of long-term sustainable returns. OBJECTIVE: COMPETITIVE REMUNERATION THAT ALIGNS EXECUTIVES WITH THE LONG-TERM SUCCESS OF ORICA AND ITS SHAREHOLDERS BOARD PRIORITIES Strong alignment with shareholder returns and overall business performance Fit for purpose, with a clear link to business strategy and driving desired behaviours Simple and transparent, delivering incentive outcomes that are fair and well understood Globally competitive, enabling Orica to attract and retain the best talent Component Fixed annual remuneration (FAR) Short‑term incentive (STI) Long‑term incentive (LTI) Purpose and link to strategy Provide competitive base pay in a challenging talent market that will attract and retain the skills needed to manage a complex global business. We target FAR at the median of an ASX listed comparator group comprising companies of similar size, operations and global business complexity. In benchmarking executive remuneration, additional sector or local industry- specific data is also considered, particularly for roles located outside of Australia. Drive performance aligned to near-term strategy and underpinning long-term value creation. Scorecard metrics for FY2024 supported a continued focus on: • Reducing serious injuries • Minimising the impact of our operations on the environment • Driving improved financial performance including cash flow management, and • Key operational priorities in the areas of efficiency, effectiveness and value generation. The deferred equity component provides longer-term shareholder alignment. Drive long-term value creation for shareholders by encouraging an owner’s mindset and decision‑making that supports sustainable performance. The LTI balances continued growth in Orica’s underlying business and efficient capital allocation, with the need to make substantial operating changes that will ensure the longevity of the company and ongoing returns for our shareholders. Performance is assessed over a three-year period with longer-term shareholder alignment through a two-year post-vesting holding lock. Policy mix (at target) Cash Equity CEO: 20.9% 4.1% Other Executives: 35.7% CEO: 12.5% 12.5% Other Executives: 14.3% 7.1% CEO: 50.0% Other Executives: 42.9% Timeframe 12 months 2 years 5 years Delivery Base salary, superannuation (or pension equivalent) and allowances (per local market practice). For FY2024, $300,000 of the CEO’s FAR was delivered in the form of fixed equity (Restricted Rights). Portion as cash payment (50% for CEO; 66.7% for other executives). Portion deferred into shares with a one‑year vesting period (50% for CEO; 33.3% for other executives). Performance Rights with a three‑year vesting period and two‑year holding lock. The LTI is granted at face value, based on the volume weighted average price (VWAP) of Orica shares during the five trading days following the full-year results announcement. Refer section 4.1 for further information. REMUNERATION REPORT (CONTINUED) Orica Limited Annual Report 2024 37 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information 3.2 FY2024 Remuneration outcomes (a) FY2024 STI outcomes FY2024 STI outcomes have been determined based on performance against a suite of financial and non-financial metrics. Key drivers of performance within the CEO’s STI scorecard are outlined below, with the resultant outcome for FY2024 being 132.5 per cent of his target STI opportunity (88.3 per cent of maximum). FY2024 Managing Director and Chief Executive Officer STI scorecard FY2024 Performance outcomes1 FY2024 STI outcome (% of target) Measure Performance commentary1 Weighting (at target) FY2024 Targets1 Threshold 50% Target 100% Stretch 150% Safety, Environment and Decarbonisation – rewards a continuous focus on ensuring safe, reliable operations and reducing the impact of our business on the environment Serious injury case- rate (SICR2) While our overall safety performance included the lowest SICR rate in five years, tragically an accident on a public road in India resulted in the fatality of one of our employees – and the SICR gateway has been applied to reduce the outcome for the CEO and all executives to nil. The accident has led to a review of our transport related key controls with actions taken to reinforce these across our business. 10.0% 0.128 0.0% Loss of containment (LOC3) This metric continues to drive awareness of the need to minimise our environmental impact and a focus on reducing both the number and severity level of LOC events. We were pleased to again achieve a strong LOC outcome of between target and stretch in FY2024, particularly in the context of major plant turnaround activity which can increase the risk of LOC events. 5.0% 18 6.3% Scope 1 & 2 emissions4 + Net zero program initiatives Net emissions continue to reduce against FY2019 baseline levels, and we remain well ahead of our stated emissions reduction targets. Together with the successful completion of tertiary catalyst abatement at Yarwun, a strong Say on Climate outcome at the 2023 AGM and the progress made against other key initiatives (refer page 19 of the Annual Report for further detail), Orica is well positioned to deliver against our net zero objectives. The Board has therefore assessed this metric at stretch. 10.0% 38% (from FY19 baseline) 15.0% Delivery against plan Financial – rewards improvements to earnings across the business, and the efficient and effective management of cash generated from operations Earnings before interest and tax (EBIT5) Group EBIT, adjusted to remove the FY2024 EBIT contribution from Terra Insights and Cyanco to align with the targets set, was above stretch. This was underpinned by strong results in the Blasting Solutions segment driven by increased customer adoption of premium products, blasting technology and commercial discipline. 40% 725.6m 60.0% Net operating cash flows (NOCF6) The new NOCF metric has supported a focus throughout the business on the management of trade working capital (TWC). This, together with the EBIT result, has delivered a NOCF outcome above stretch. 20% 668.1m 30.0% REMUNERATION REPORT (CONTINUED) Annual Report 2024 38 REMUNERATION REPORT (CONTINUED) FY2024 Performance outcomes1 FY2024 STI outcome (% of target) Measure Performance commentary1 Weighting (at target) FY2024 Targets1 Threshold 50% Target 100% Stretch 150% Operational priorities – rewards delivery of business efficiencies and critical activities that will ensure we achieve our long-term, sustainable growth objectives Operational excellence During FY2024, we successfully delivered on our major turnarounds work program (including the installation of abatement technology at Yarwun) with these projects completed within targeted schedule and cost performance indicators, with minimal disruption for our customers and no major safety incidents. Substantial SAP upgrades were also completed during the year which will create further efficiency opportunities for the business and improve customer outcomes. 5.0% Delivery against plan 6.3% Operational efficiency Under Orica’s organisational effectiveness program, we centralised a significantly higher number of functional roles to our Global Business Services (GBS) organisation than was targeted for the year, with these moves creating efficiencies in the way we work across our business segments and delivering efficiencies from our investment in SAP. Financial benefits were also realised in FY2024 through other ongoing cost saving initiatives including optimising our footprint, the management of sourcing costs and third party spend. 5.0% Delivery against plan 7.5% Value generation The completion of two strategic acquisitions positions Orica strongly to capture growth opportunities within Digital Solutions and Specialty Mining Chemicals – the Terra Insights acquisition provides a significant growth pathway for Orica Geosolutions in civil infrastructure, while Cyanco together with Orica’s existing manufacturing operations at Yarwun position Orica as the world’s leading and largest producer of sodium cyanide. Both acquisitions are delivering against their respective investment cases, with integration work well-progressed. The successful divestiture of surplus land in Deer Park and Yarraville will also support our growth ambitions. 5.0% Delivery against plan 7.5% Overall STI outcome % of Target 132.5% % of Maximum 88.3% 1. Outcomes for FY2024 exclude the new acquisitions (Terra Insights and Cyanco) to align with the basis upon which targets were set. 2. SICR measures the total number of work-related Severity 3 and Severity 4 injuries per 200,000 hours worked by an employee and/or contractor. With an increasing focus on occupational illness (including psychological illness cases) and to enable differentiated focus in this area, the Board agreed that from FY2024 the SICR metric would be inclusive only of injury (including fatality and serious injury). 3. LOC measures the total number of uncontrolled releases of material from a containment on an Orica or customer site from an activity within Orica’s operational control that results in a Severity 1 or greater environmental impact on water or soil. 4. Scope 1 and 2 refers to emissions under Orica’s operational control, measured in accordance with the GHG Protocol and National Greenhouse and Energy Reporting (NGER) Measurement Determination. 5. EBIT is equivalent to profit/loss before financing costs and income tax excluding individually significant items as disclosed in note 1(b) in the financial statements. 6. Equivalent to net cash flows from operating activities, as disclosed in the statement of cash flows in the financial statements. Orica Limited Annual Report 2024 39 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information REMUNERATION REPORT (CONTINUED) The overall outcomes for current executive KMP (other than the CEO) were between 79.7 per cent and 80.4 per cent of maximum opportunity, largely driven by strong Group performance. Differences in outcome reflect individual performance and the performance of the business units and/or functions over which the executive KMP were accountable during FY2024. This includes delivery against the operational priorities that were agreed for each executive at the start of the financial year, with clear alignment to Orica’s business plan. FY2024 Performance outcomes Executive KMP Performance commentary Threshold 50% Target 100% Stretch 200% Chief Financial Officer James Crough Execution of our trade working capital (TWC) and cash flow management strategies has delivered a strong NOCF outcome and improvement in TWC cycle days. A large proportion of the organisational effectiveness program for FY2024 centred around creating efficiencies within our Finance function and FY2024 GBS transitions have been executed well against plan. President SHES, Discrete Manufacturing and Supply Leah Barlow Delivery of Orica’s Discrete Network Optimisation program has continued through FY2024 with successful implementation of new Electronic Blasting Systems assembly production lines and automation capabilities strengthening supply chain capacity and flexibility and achieving efficiency improvements. Security of supply for our customers was again achieved notwithstanding challenges faced through recent TNT shortages. Ms Barlow has also provided strong safety leadership across our global business with the launch of key fatality prevention initiatives driving an increased Major Hazard Management (MHM) focus; however, the fatality in India has been taken into account in determining her STI final outcome. Chief Technology Officer Angus Melbourne Strong demand for Orica’s suite of digital offerings and value-added services delivered growth in the Digital Solutions segment despite continued softness in mining exploration activity. We saw strong performance from all product categories and early success in cross- selling with 3vGeomatics™ for deformation monitoring, establishing our platform for accelerated growth in FY2025 and beyond. We continue to see significant blasting technology uptake with our customers resulting in strong growth in our new technology products and solutions most notably for 4D™ and WebGen™. Substantial SAP upgrades were also completed during the year which will create further efficiency opportunities for the business and improve customer outcomes. Details of the FY2024 STI outcomes for the executive KMP are set out in the table below: For the year ended 30 September 2024 Maximum STI opportunity $000 Actual STI paid in cash $000 Actual STI paid in deferred equity1 $000 Actual STI payment as % of maximum % of maximum STI forfeited Current executive KMP Sanjeev Gandhi 2,730.0 1,205.8 1,205.8 88.3% 11.7% James Crough2 337.6 179.4 89.7 79.7% 20.3% Leah Barlow 1,004.9 538.7 269.4 80.4% 19.6% Angus Melbourne 1,133.4 607.6 303.8 80.4% 19.6% Former executive KMP Kim Kerr3 640.0 160.0 – 25.0% 75.0% 1. Under AASB 2 Share-based Payments, STI paid to executives as deferred shares is accounted for as a share-based payment and expensed over two years. Accordingly, 50% of the value of deferred equity is included in each executive KMP’s share based payments expense in the relevant performance year with the remainder included in the subsequent year. 2. FY2024 STI outcomes for James Crough refer only to the incentive attributable to his KMP period, from 3 June 2024. 3. Maximum STI Opportunity refers to the pro-rata STI opportunity retained. Actual STI is based on the Board’s year-end assessment of individual performance and contributions during the KMP period. Annual Report 2024 40 REMUNERATION REPORT (CONTINUED) (b) Long‑term incentive outcome The table below summarises the LTI Plan (LTIP) awards tested in the current financial year together with awards that remain unvested. The current face value (and the estimate of the maximum possible total value) of LTI Plan awards granted during FY2024 that are yet to vest, can be determined by multiplying the number of awards shown in section 7.2 by the current share price of the Company. The minimum possible total value of the awards is nil. The actual value that may ultimately be received by executives cannot be determined as it is dependent on the final vesting outcome for each grant and will also fluctuate with movements in the Company’s share price. Plan Grant Performance period Performance measures applicable to award Outcome LTIP FY2021 FY2021 – FY2023 RONA (100%) No vesting LTIP FY2022 FY2022 – FY2024 RONA (50%), rTSR (50%) Final vesting outcome to be confirmed following full-year results release LTIP FY2023 FY2023 – FY2025 RONA (50%), rTSR (50%) Not yet tested LTIP FY2024 FY2024 – FY2026 RONA (40%), rTSR (40%), business sustainability (20%) Not yet tested The FY2021 grant was tested in November 2023 but did not vest as the three‑year average RONA was below the required threshold. In determining the average RONA outcome, the Board applied discretion to adjust EBIT and net operating assets (being the inputs used to calculate RONA) to remove the impact of events occurring subsequent to the RONA target being set. This included adjusting for SaaS accounting changes that occurred during FY2021, normalising for business exits, sales and acquisitions (including Minova, Nitro Consult, Axis Mining Technology and the Russia business) and to ensure management were not advantaged as a result of asset or business impairments that occurred during the performance period. FY2021-2023 LTIP Final outcome Vesting position % Rights vesting RONA (3‑year average) 9.2% Below threshold of 11.0% 0% (c) Remuneration received by executive KMP in FY2024 The table below presents the remuneration paid to, or vested for, executive KMP in FY2024. For the year ended 30 September 2024 Fixed pay1 $000 STI to be paid in cash2 $000 Total cash payment $000 Equity awards vested during year3 $000 Other4 $000 Total remuneration received $000 Current executive KMP Sanjeev Gandhi 1,520.0 1,205.8 2,725.8 1,412.2 15.5 4,153.5 James Crough5 294.9 179.4 474.3 – 149.7 624.0 Leah Barlow 837.5 538.7 1,376.2 193.7 14.0 1,583.9 Angus Melbourne 944.5 607.6 1,552.1 308.6 2.7 1,863.4 Former executive KMP Kim Kerr5 535.6 160.0 695.6 – 8.8 704.4 Total 4,132.5 2,691.5 6,824.0 1,914.5 190.7 8,929.2 1. Fixed pay includes actual base pay received in cash and superannuation (or equivalent pension contributions) for each individual’s applicable KMP period. For Sanjeev Gandhi, it therefore does not include the equity component of his fixed annual remuneration (i.e., the FY2024 fixed equity) which is captured under the ‘Equity awards vested during the year’ column. 2. Refers to FY2024 executive STI plan cash payments that will be received by executives in December 2024 (in accordance with the STI plan rules, associated deferred shares will also be granted in December 2024 to all current executives). 3. Refers to the face value of equity awards (using the share price at the vesting date) that were granted to executive KMP in prior years but that vested during FY2024. For Sanjeev Gandhi, the amount also includes his FY2024 fixed equity. 4. Refers to other benefits and allowances provided including car parking, relocation support and fees relating to managing tax obligations associated with international assignments and/or permanent relocations. Movements in annual leave and long service leave balances have not been shown. 5. Refers to grants made and payments received during the executive’s KMP period only. Refer to section 7.1 for the remuneration table prepared in accordance with the accounting standards. Orica Limited Annual Report 2024 41 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information REMUNERATION REPORT (CONTINUED) (d) Overview of business performance – five‑year comparison The table below summarises key indicators of the performance of the Company, relevant shareholder returns over the past five financial years, and average executive KMP STI vesting outcomes. Financial year ended 30 September 2020 2021 2022 2023 2024 EBIT ($m)1 613.7 426.6 578.5 698.1 805.6 Individually significant items ($m)2 (293.1) (453.9) (274.0) (171.2) 119.3 Profit/(loss) from the consolidated group operations ($m)3 320.6 (27.3) 304.5 526.9 924.9 Dividends per ordinary share (cents) 33.0 24.0 35.0 43.0 47.0 Closing share price as at 30 September ($) $15.43 $13.79 $13.22 $15.59 $18.55 Three‑month average share price (1 July to 30 September) each year ($) $17.05 $12.83 $15.41 $15.39 $17.81 EPS growth (%)4 (22.8%) (32.3%) 49.2% 6.3% 6.4% NPAT ($m)4 299.1 208.4 317.0 369.0 409.4 External sales ($m) 5,611.3 5,682.2 7,327.5 7,945.3 7,662.8 Cumulative TSR (%)5 (18.3%) (37.6%) (23.6%) (21.7%) (7.0%) Average STI received by executive KMP as % of maximum opportunity 29.2% 0.0% 67.7% 89.4% 70.8% 1. EBIT is equivalent to profit/loss before financing costs and income tax excluding individually significant items as disclosed in note 1(b) in the financial statements. 2. This figure is before tax and non‑controlling interests. 3. Calculated as profit/(loss) before financing costs and income tax, less gross individually significant items. 4. Before individually significant items. 5. Cumulative TSR has been calculated using the same start date for each period measured (1 October 2019). In calculating the cumulative TSR, three‑month average share prices (1 July to 30 September for each year) have been used. Section 4. Executive Remuneration 4.1 Executive remuneration for FY2024 The following table outlines the FY2024 executive remuneration framework. Remuneration positioning Market position Median for FAR and between median and 75th percentile for total remuneration where outstanding performance is delivered. Comparators Primary comparator group – 13 ASX listed companies similar in size, operations and complexity to Orica, with reference to market capitalisation, revenue, industry and the extent of international operations. The primary comparator group was last reviewed at 30 June 2024 and comprises the following companies: Amcor Plc, Ansell Limited, BlueScope Steel Limited, Brambles Limited, Cochlear Limited, Incitec Pivot Limited, James Hardie Industries Plc, Nufarm Limited, Orora Limited, Sims Limited, Santos Limited, South 32 Limited and Worley Limited. Secondary comparator group (reference) – ASX listed companies with market capitalisation between 50% and 200% of Orica’s 12-month average market capitalisation, at 30 June of the relevant financial year. Where appropriate, particularly for roles located outside of Australia, additional sector or local industry-specific data is taken into consideration in benchmarking executive remuneration. FAR (Cash) Payment vehicle Base salary, superannuation (or pension equivalent) and allowances (per local market practice). FAR (Equity) Payment vehicle Restricted Rights (each vested Right providing a 1:1 entitlement to Orica shares). Opportunity (face value) CEO: Grant value of $300,000 for FY2024 (16.5% of FAR at the date of grant). The actual number of Restricted Rights issued was determined by dividing FAR (equity) opportunity by the five‑day VWAP of Orica shares following the announcement of our FY2023 annual results ($15.65). Vesting period 1 October 2023 to 30 September 2024. Annual Report 2024 42 REMUNERATION REPORT (CONTINUED) Vesting schedule Vests in equal monthly tranches subject to continued employment until the end of the relevant month. Due to timing of the grant, the first two tranches (October and November 2023) were granted fully vested in December 2023. Exercise period Between vesting and five‑years from grant. Holding locks Shares allocated following exercise of vested Rights will be subject to a holding lock until the CEO’s minimum shareholding requirement (150% x FAR) has been met. Cessation of employment Unvested Rights lapse on cessation, subject to Board discretion to determine otherwise. Vested Rights are retained with no holding locks attached to the underlying shares. Change of control Board discretion to determine an appropriate treatment. Access to dividends Entitlement to dividend equivalent payments in relation to vested Rights. STI Payment vehicle Cash and deferred shares. Opportunity CEO: 0 to 150% of FAR; 100% at target. Other executives: 0 to 120% of FAR; 60% at target. For executives based outside of Australia, opportunities are referenced to base salary only. Performance measures CEO: Safety measured through serious injury case-rate (SICR) (10%), environment measured through loss of containment (LOC) (5%) and decarbonisation (10%) comprising global Scope 1 and Scope 2 absolute emissions reduction and delivery of net zero program initiatives; financials (60%) comprising EBIT and NOCF; and agreed operational priorities (15%) Other executives: safety (10%), environment (5%), decarbonisation (10%), financials (50%), operational priorities (25%). Required performance levels for threshold, target and stretch are set for the SICR, LOC, global Scope 1 and Scope 2 absolute emissions reduction, EBIT and NOCF metrics. Below threshold, no incentive is paid. Above threshold, straight-line vesting applies between threshold and target, and between target and stretch. Targets only are set for the delivery of net zero program initiatives and operational priorities metrics, with vesting determined using a similar vesting schedule (i.e. performance may range from below threshold to stretch). While not specifically included within the CEO or executive STI scorecards, the Board considers the progress made against Orica’s business plan, key people metrics and individuals’ adherence to Orica’s business conduct and compliance frameworks in determining final STI outcomes. Input is sought, as required, from Board Committee Chairs and senior functional leaders within the Finance, Legal, Risk and Assurance, Safety Health Environment and Security (SHES), Sustainability and People functions. The Board also retains an overarching discretion to adjust CEO and executive STI outcomes to ensure our executive remuneration framework encourages a culture aligned with Orica’s values. Deferred STI CEO: 50% of STI delivered in deferred shares which vest after one year and are subject to risk of forfeiture. Other executives: one‑third of STI delivered in deferred shares which vest after one year and are subject to risk of forfeiture. The number of deferred shares granted was calculated using the five‑day VWAP of Orica shares following the announcement of our FY2023 annual results ($15.65). Cessation of employment Unvested deferred shares lapse on resignation or termination for cause. In other circumstances, being good leaver events, unvested shares may be retained subject to the original vesting period. Vested deferred shares are retained on cessation. The Board retains discretion to determine a different treatment on cessation if considered appropriate in the circumstances. Change of control Board discretion to determine an appropriate treatment. Access to dividends Executives are entitled to accumulate dividends during the deferral period. Orica Limited Annual Report 2024 43 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information REMUNERATION REPORT (CONTINUED) LTI Payment vehicle Performance Rights (each vested Right providing a 1:1 entitlement to Orica shares). Opportunity (face value) CEO: 200% of FAR grant at face value. Other executives: 120% of FAR grant at face value. For executives based outside of Australia, opportunities are referenced to base salary only. The actual number of Performance Rights issued to each executive was determined by dividing their respective grant values by the five‑day VWAP of Orica shares following the announcement of our FY2023 annual results ($15.65). Performance period Performance is measured over three financial years (FY2024, FY2025 and FY2026). Performance measures 40% of Rights are subject to RONA1 – calculated as annual EBIT/rolling 12‑month net operating assets (calculated on an average basis over three financial years). 40% of Rights are subject to relative total shareholder return (rTSR) performance. 20% of Rights are subject to a business sustainability metric which for the FY2024–26 LTI award is focused on portfolio resilience and diversification including increasing exposure to key emerging markets; accelerating growth in digital solutions and mining chemicals; and moving towards a more progressive and sustainable commodities mix. Targets and vesting schedule RONA component (40%) The FY2024–26 vesting schedule for the RONA performance measure is as follows: Average RONA over 3 years % of Rights vesting Below 12.0% No vesting At 12.0% 30% of Rights vest Between 12.0% and 13.0% Straight line vesting between 30% and 60% At 13.0% 60% of Rights vest Between 13.0% and 14.0% Straight line vesting between 60% and 100% At or above 14.0% 100% of Rights vest The FY2024–26 LTI RONA targets reflected the Board’s expectations in late 2023 based on Orica’s corporate plan and the long term growth forecast considering the current industry and market cycle. Relative TSR component (40%) Orica’s TSR performance over the performance period will be measured against the performance of constituents within the ASX 100 index, defined as at the start of the performance period (1 October 2023). Orica TSR percentile ranking (against constituents of ASX 100) % of Rights vesting Below 50th 0% 50th (target performance) 50% of Rights vest Between 50th and 75th percentile Straight line vesting between 50% and 100% 75th or above (stretch performance) 100% of Rights vest Business sustainability (20%) The outcome of the business sustainability metric will be determined by the Board following the end of the performance period, considering the progress made against a set of challenging portfolio resilience and diversification targets (directly aligned to our long-term strategic plan) addressing: • Growth in key emerging markets • Growth in digital solutions and mining chemicals, and • Rebalancing of our portfolio towards a more progressive and sustainable commodities mix. The Board’s final vesting assessment and associated rationale will be clearly communicated to investors in the relevant Remuneration Report. With regard to what may be considered commercially sensitive information at the time of vesting, this will include how we have performed against the relevant targets. Annual Report 2024 44 REMUNERATION REPORT (CONTINUED) Holding locks Following the three-year performance period, vested Performance Rights are converted into shares and are subject to a further two-year holding lock during which time executives are restricted from dealing in those shares. The holding lock is designed to support an owner’s mindset and provide further alignment with shareholders. Disposal restrictions may be lifted where an executive is required to fund personal tax obligations arising from the vesting of Rights (for example, where an executive has been based overseas during the vesting period and may have an earlier taxing point). Cessation of employment Unvested Rights lapse on resignation or termination for cause. In other circumstances, being good leaver events, a pro-rata portion of Rights (based on service period) is retained subject to the original vesting period and holding lock. Vested Rights are retained on cessation, subject to the original holding lock. The Board retains discretion to determine a different treatment on cessation if considered appropriate in the circumstances. Change of control Board discretion to determine an appropriate treatment. Access to dividends Executives are not entitled to receive dividends on unvested Performance Rights during the three-year performance period. Once vested, executives are entitled to receive dividends during the two-year holding lock. 1. For LTI purposes, RONA is defined as 12-month EBIT/rolling 12-month average operating net assets. EBIT is equivalent to profit/loss before financing costs and income tax excluding individually significant items as disclosed in note 1(b) in the financial statements. Operating net assets is equivalent to property, plant and equipment, intangibles, equity accounted investees and working capital excluding environmental provisions. The Board has an overriding discretion to adjust final outcomes under the terms of both the STI and LTI plans to ensure executive reward outcomes are reflective of our overall performance and aligned to shareholder expectations. 4.2 Equity granted in FY2024 The table below presents the equity granted at face value to executive KMP during FY2024. FY2024 LTI1 $000 FY2023 Deferred shares $000 Other2 $000 Total $000 Current executive KMP3 Sanjeev Gandhi 3,640.0 1,299.0 300.0 5,239.0 Leah Barlow 1,020.0 285.3 – 1,305.3 Angus Melbourne 1,137.6 319.5 – 1,457.1 Former executive KMP Kim Kerr 960.0 259.2 – 1,219.2 Total 6,757.6 2,163.0 300.0 9,220.6 1. Due to vest in November 2026 subject to satisfaction of performance conditions, with any vested Rights then subject to a two-year holding lock. The FY2024 LTI award for Sanjeev Gandhi was approved by shareholders at the 2023 Annual General Meeting in accordance with ASX Listing Rule 10.14. 2. Relates to Sanjeev Gandhi’s FY2024 fixed equity grant which as part of his FAR vests in equal monthly tranches (refer section 4.1 for details). 3. No equity grants have been made to James Crough during his KMP period. A grant under the FY2024 LTI (66,709 performance rights) and FY2023 deferred shares (15,268 shares) was received in his capacity as Group Executive and President North America, under the same terms as the other executive KMP. Orica Limited Annual Report 2024 45 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information REMUNERATION REPORT (CONTINUED) 4.3 Service agreements Remuneration and other terms of employment for executive KMP are formalised in service agreements. The terms and conditions of employment for each executive reflect market conditions at the time of their contract negotiation on appointment or subsequently. The material terms of the employment contracts for the current executive KMP are summarised in the table below and subject to applicable law. Contractual term Application Conditions Duration of contract All executive KMP Permanent full‑time employment contract until notice given by either party. Notice period to be provided by executive All executive KMP Six months. Notice period to be provided by Orica CEO Six months. Orica may elect to make payment in lieu of notice. In the event of Orica terminating the service agreement, the CEO will be entitled to receive a termination payment of six months’ salary (less any payment in lieu of notice). Should the CEO’s service agreement be terminated by mutual agreement, six months’ salary is payable (in which case no notice is required to be given). Other executive KMP Executives have either a 13 week or 26 week notice period. Executives are entitled to be paid an amount equivalent to up to 26 weeks’ FAR on termination. Post‑employment restraints All executive KMP Each executive has also agreed to restraints and non‑solicitation undertakings as part of their service agreements, which will apply upon cessation of their employment to protect the legitimate business interests of Orica. Section 5. Non-executive Director Arrangements 5.1 Overview Fees for Non-executive Directors (Directors) are set by reference to: • The individual’s responsibilities and time commitment attached to the role of Director and committee membership • The Company’s existing remuneration policies and survey data sourced from external specialists, and • Fees paid by comparable companies and the level of remuneration required to attract and retain Directors of the appropriate calibre. To preserve their independence, Directors do not receive any form of performance‑based pay. The current aggregate fee pool for Directors of $2,750,000 was approved by shareholders at our 2019 Annual General Meeting. The Company pays superannuation and committee fees to the Directors from this pool. Committee fees are not paid to the Chairman of the Board. Annual Report 2024 46 REMUNERATION REPORT (CONTINUED) 5.2 Fees and other benefits The table below sets out the elements of Directors’ fees and other benefits applicable for FY2024, noting there were no changes to Board or committee fees from the prior year. Fees/benefits Description 2024 $ Included in shareholder approved cap Board fees Main Board Yes Chairman – Malcolm Broomhead 510,000 Members – all Non-executive Directors 177,000 Committee fees Board Audit and Risk Committee Yes Chair – Gordon Naylor (from 1 January), Gene Tilbrook (to 31 December) 45,000 Members – Karen Moses, Mark Garrett (from 1 January), Gordon Naylor (to 31 December) 22,500 People and Remuneration Committee Chair – Karen Moses 45,000 Members – Denise Gibson, Vanessa Guthrie 22,500 Innovation and Technology Committee Chair – Denise Gibson 45,000 Members – John Beevers, Mark Garrett 22,500 Safety and Sustainability Committee Chair – John Beevers 45,000 Members – Gordon Naylor, Vanessa Guthrie 22,500 Superannuation Superannuation contributions are made on behalf of the Directors at a rate of 11.5% from 1 July 2024 (11.0% prior to 1 July 2024) being the current superannuation guarantee contribution rate, subject to a cap at the maximum contributions base. Yes Other fees/benefits Directors receive a travel allowance based on the hours travelled to a Board meeting. The allowance paid is $3,000 per meeting for travel between three and 10 hours, or $6,000 if travel time exceeds 10 hours. Directors are also entitled to be paid additional fees for extra services or special exertions. No Section 6. Remuneration Governance 6.1 Responsibility for setting remuneration The People and Remuneration Committee (the Committee) is delegated responsibility by the Board for reviewing and making recommendations on our remuneration policies, including policies governing the remuneration of executives. Activities of the Committee are governed by its Terms of Reference, which is available on our website at orica.com. Among other responsibilities, the Committee assists the Board in its oversight of: • Remuneration policy for executives • Level and structure of remuneration for executives, including STI and LTI plans • The Company’s compliance with applicable legal and regulatory requirements in respect of remuneration matters, and • Approval of the allocation of shares and awards under Orica’s equity programs. 6.2 Use of remuneration advisers during the year Independent remuneration advisers are engaged from time to time to provide relevant information including benchmarking and other market data or to give an external perspective that may assist the Committee with its decision-making. No remuneration recommendations were received from remuneration advisers during FY2024, as defined under the Corporations Act 2001. Orica Limited Annual Report 2024 47 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information REMUNERATION REPORT (CONTINUED) 6.3 Securities dealing policy and Malus Securities dealing All executives are required to comply with our Securities Dealing Policy at all times and in respect of all Orica shares held, including any defined employee share plans. Trading is subject to pre‑clearance and is not permitted during designated blackout periods unless there are exceptional circumstances. Executives are prohibited from using any Orica shares as collateral in any margin loan or derivative arrangement. Malus Orica’s Malus Standard allows the Board to require any executive to forfeit in full or in part, any unvested LTIP or deferred STI award as a result of: • A material misstatement in financial results, • Adverse outcomes or a performance calculation error that would have materially reduced the original assessment of performance, • Behaviour that brings Orica into disrepute or has the potential to do so including a breach of Orica’s Code of Conduct, • Serious misconduct, or • Any other circumstance, which the Board has determined in good faith. In considering whether any adjustment is necessary in respect of any or all participants, the Board may take into account the individual’s level of responsibility, accountability or influence over the action or inaction, the quantum of the actual loss or damage, any impact on our financial soundness or reputational standing, the extent to which any internal policies, external regulations and/or risk management requirements were breached, and any other relevant matters. 6.4 Executive and Director share ownership The Board considers that an important foundation of our executive remuneration framework is that each executive and Director accumulate and hold a significant number of Orica shares to align their interests as long-term investors. Executives The executive Minimum Shareholding Requirement guideline requires each executive to accumulate a minimum vested equity holding in Orica over a fixed time period from their appointment. The requirement is 150 per cent of FAR over five years from appointment for the CEO and 50 per cent of FAR over five years from appointment for other executives. Non-executive Directors To create alignment between Directors and shareholders, Directors are required to hold (or have a benefit in) shares in the Company equivalent in value to at least one year’s base fees. Such holdings must be acquired over a reasonable time using personal funds. Annual Report 2024 48 REMUNERATION REPORT (CONTINUED) The table below sets out the number of shares held directly and indirectly by Directors and executive KMP at 30 September 2024: Balance at 1 October 2023 Acquired1 Disposed Balance at 30 September 2024 Minimum shareholding required2 Date minimum shareholding required to be met3 Current executive KMP Sanjeev Gandhi4 97,256 90,446 – 187,702 147,170 31 March 2026 James Crough5 36,538 – – 36,538 22,911 30 September 2026 Leah Barlow 7,881 19,590 (14,906) 12,565 22,911 31 March 2026 Angus Melbourne 63,036 21,059 (12,709) 71,386 25,553 31 December 2022 Former executive KMP Kim Kerr6 5,421 7,315 – 12,736 – – Current Directors Malcolm Broomhead 39,847 – – 39,847 27,493 John Beevers 14,800 1,894 – 16,694 9,542 Mark Garrett 12,000 – – 12,000 9,542 Denise Gibson 13,000 – – 13,000 9,542 Vanessa Guthrie – 10,987 – 10,987 9,542 Karen Moses 14,348 1,894 – 16,242 9,542 Gordon Naylor 14,500 1,894 – 16,394 9,542 Former Directors Gene Tilbrook6 16,033 – – 16,033 – 1. Shares acquired excludes unvested STI deferred shares, but includes STI deferred shares that have vested but remain subject to holding locks and shares acquired through the dividend reinvestment plan (DRP). 2. Calculated using base fees or FAR and the Orica closing share price ($18.55) at 30 September 2024. 3. Directors are required to acquire a shareholding of at least one year’s base fees over a reasonable time. 4. Includes vested but unexercised Rights granted under the CEO’s fixed equity arrangement as these are no longer subject to forfeiture and can be converted into ordinary shares with nil consideration. 5. Opening balance shown refers to balance on commencement as KMP. 6. Closing balance shown refers to balance at end of KMP period. Orica Limited Annual Report 2024 49 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information REMUNERATION REPORT (CONTINUED) Section 7. KMP Statutory Disclosures 7.1 Executive KMP remuneration Details of the nature and amount of each element of remuneration for the executive KMP are set out in the table below. Remuneration outcomes presented in these tables are calculated with reference to the Corporations Act 2001 and relevant Australian Accounting Standards for FY2024 rather than the basis of take‑home pay. Short‑term employee benefits Post- employ- ment benefits Termin- ation benefits $000 Total excluding SBP* expense $000 Base (fixed) pay $000 Cash STI payment1 $000 Other benefits2 $000 Other long-term benefits3 $000 Super- annuation benefits $000 SBP expense4,5 $000 Total $000 Current executive KMP Sanjeev Gandhi 2024 1,492.0 1,205.8 (59.3) – 28.0 – 2,666.5 3,719.0 6,385.5 2023 1,434.2 1,299.0 60.3 – 25.8 – 2,819.3 2,714.8 5,534.1 James Crough6 2024 285.1 179.4 157.0 4.5 9.8 – 635.8 306.6 942.4 2023 – – – – – – – – – Leah Barlow 2024 809.5 538.7 14.8 (0.8) 28.0 – 1,390.2 684.6 2,074.8 2023 761.7 570.7 28.8 20.7 25.8 – 1,407.7 326.8 1,734.5 Angus Melbourne 2024 916.5 607.6 31.6 – 28.0 – 1,583.7 1,028.1 2,611.8 2023 904.6 639.0 6.6 – 25.8 – 1,576.0 714.8 2,290.8 Total current executive KMP 2024 3,503.1 2,531.5 144.1 3.7 93.8 – 6,276.2 5,738.3 12,014.5 2023 3,100.5 2,508.7 95.7 20.7 77.4 – 5,803.0 3,756.4 9,559.4 Former executive KMP Kim Kerr7 2024 515.1 160.0 23.2 – 20.5 – 718.8 350.5 1,069.3 2023 749.8 514.2 12.3 – 25.2 – 1,301.5 282.4 1,583.9 Christopher Davis8 2024 – – – – – – – – – 2023 22.0 – 9.1 0.5 0.6 – 32.2 – 32.2 Total 2024 4,018.2 2,691.5 167.3 3.7 114.3 – 6,995.0 6,088.8 13,083.8 2023 3,872.3 3,022.9 117.1 21.2 103.2 – 7,136.7 4,038.8 11,175.5 * Share‑based payment (SBP). 1. Cash STI payment includes payments relating to FY2024 performance accrued but not paid until FY2025. 2. These benefits include car parking, medical and insurance costs, relocation or assignment-related expenses including reimbursement of accommodation, health insurance and taxation services, and movements in annual leave accrual (inclusive of any applicable fringe benefits tax). A negative balance may appear where the leave accrual has decreased from the prior year. 3. This benefit includes the movement in long service leave accrual. 4. This includes the value of executive LTI awards calculated under Australian Accounting Standards Board (AASB) 2 Share-based payment to executives which vest over three years. Value only accrues to the executive when performance conditions have been met. The share-based payment expense represents the amount required under Australian Accounting Standards to be expensed during the year in respect of current and past long-term incentive allocations to executives. These amounts are therefore not amounts received by executives during the year nor may they be payable to the executive at any other time if performance hurdles are not met. The mechanism that determines whether LTI awards vest in the future is described in sections 3.2(b) and 4.1. Where a negative share-based payment expense is shown, it represents a write-back of a previous share-based payment accrual based on a revised estimate of performance conditions being met. 5. Under AASB 2 Share-based payment, STI paid to executives as deferred equity is accounted for as a share-based payment and expensed over two years. Accordingly, 50 per cent of the value of deferred equity is included in the executives share-based payment expense in the relevant performance year with the remainder included in the subsequent year. 6. Remuneration for James Crough relates to his executive KMP period only. 7. Kim Kerr ceased to be KMP on 31 May 2024. Remuneration for 2024 therefore reflects her executive KMP period only. During a transition period which ended on 1 August 2024, Kim Kerr remained employed with Orica and received contractual base salary and superannuation in addition to the amounts shown in the above table. At the conclusion of this transition period, she received a contractual severance payment of $400,000, equivalent to six months’ fixed annual remuneration. 8. Christopher Davis ceased to be KMP on 10 October 2022. Remuneration for 2023 therefore reflects his executive KMP period only. Annual Report 2024 50 REMUNERATION REPORT (CONTINUED) 7.2 Summary of awards held under Orica’s executive equity arrangements Details of LTIP Performance Rights, CEO Restricted Rights and deferred shares awarded under the STI plan are set out in the table below. For the year ended 30 September 2024 Grant date Opening balance Granted during FY2024 Vested Lapsed Closing balance Fair value of instruments at grant date $ Value of equity instruments included in compen- sation for the year $ Current Executive KMP1 Sanjeev Gandhi FY2024 fixed equity2 1-Dec-23 – 19,169 19,169 – – 300,000 300,000 FY2024 LTIP Rights 5-Feb-24 – 232,587 – – 232,587 2,597,065 629,592 FY2023 LTIP Rights 18-Jan-23 223,097 – – – 223,097 2,247,700 817,345 FY2022 LTIP Rights 17-Jan-22 224,719 – – – 224,719 1,902,244 691,725 FY2021 LTIP Rights 3-Feb-21 70,629 – – (70,629) – 949,960 27,940 FY2023 STI deferred shares 1-Dec-23 – 83,003 – – 83,003 1,298,997 649,498 FY2022 STI deferred shares 2-Dec-22 69,383 – 69,383 – – 1,057,400 – Leah Barlow FY2024 LTIP Rights 5-Feb-24 – 65,175 – – 65,175 727,744 176,423 FY2023 LTIP Rights 18-Jan-23 62,992 – – – 62,992 634,644 230,780 FY2023 STI deferred shares 1-Dec-23 – 18,233 – – 18,233 285,346 142,673 FY2022 STI deferred shares 2-Dec-22 12,425 – 12,425 – – 189,371 – Angus Melbourne FY2024 LTIP Rights 5-Feb-24 – 72,690 – – 72,690 811,657 196,765 FY2023 LTIP Rights 18-Jan-23 73,543 – – – 73,543 740,943 269,434 FY2022 LTIP Rights 17-Jan-22 72,951 – – – 72,951 617,528 224,555 FY2021 LTIP Rights 3-Feb-21 64,965 – – (64,965) – 873,779 25,699 FY2023 STI deferred shares 1-Dec-23 – 20,415 – – 20,415 319,495 159,747 FY2022 STI deferred shares 2-Dec-22 19,796 – 19,796 – – 301,694 – Former executive KMP Kim Kerr FY2024 LTIP Rights3 5-Feb-24 – 61,341 – – 61,341 684,930 110,544 FY2023 LTIP Rights3 18-Jan-23 62,992 – – – 62,992 634,644 153,642 FY2023 STI deferred shares 1-Dec-23 – 16,565 – – 16,565 259,242 86,296 1. Consistent with prior years, the table shows equity grants made to individuals during their KMP period only. No equity grants have been made to James Crough in his KMP capacity, noting that the share-based payment expense numbers in section 7.1 include the expense for his KMP period that relates to previously received equity grants. 2. A grant of Restricted Rights was made to Sanjeev Gandhi in relation to the FY2024 fixed equity component of his remuneration. Eleven of the 12 tranches vested during FY2024 (in relation to service from 1 October to 31 August 2024) with the remaining tranche vesting on 1 October 2024 (in relation to service from 1 September to 30 September 2024). 3. Closing balance refers to the balance held at the end of her KMP period. Value of equity instruments included in compensation for the year for Kim Kerr also relates to her KMP period only. A pro-rata portion of LTIP awards (based only on time served in the CFO role) was retained and remain on foot, with the remainder lapsing on termination. Orica Limited Annual Report 2024 51 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information REMUNERATION REPORT (CONTINUED) The total number of Rights and the fair value of Rights issued under the LTI are: Grant date Vesting date Number of Rights issued Number of Rights held at 30 September 2024 Number of Rights held at 30 September 2023 Number of participants at 30 September 2024 Number of participants at 30 September 2023 Fair value of Rights at grant date $ 6 Aug 241 30 Nov 26 34,999 34,336 – 14 – 411,588 5 Feb 24 30 Nov 26 1,424,609 1,329,730 – 280 – 16,753,402 5 Feb 242 30 Nov 26 867,227 819,517 – 11 – 9,179,598 31 Jul 231 30 Nov 25 7,717 7,717 7,717 3 3 86,430 18 Jan 23 30 Nov 25 1,120,287 963,409 1,058,538 243 256 12,547,214 18 Jan 232 30 Nov 25 849,690 821,693 849,690 11 11 8,560,627 29 Jul 221 30 Nov 24 23,378 22,641 23,378 1 2 219,870 17 Jan 22 30 Nov 24 1,061,048 841,739 905,498 212 223 9,979,156 17 Jan 222 30 Nov 24 733,498 664,100 664,100 8 8 6,209,061 30 Jul 211 30 Nov 23 36,834 0 24,643 0 3 535,566 3 Feb 21 30 Nov 23 1,226,741 0 813,468 0 262 17,836,814 3 Feb 212 30 Nov 23 776,085 0 379,014 0 8 10,438,343 The assumptions underlying the Rights valuations are: Grant date Price of Orica shares at grant date $ Expected volatility in share price % Dividends expected on shares % Risk-free interest rate % Fair value per Right RONA $ Fair value per Right rTSR $ Fair value per Right business sustainability $ 6 Aug 241 17.35 25.0 3.44 3.61 14.99 8.53 14.99 5 Feb 24 16.49 25.0 3.44 3.61 14.99 8.53 14.99 5 Feb 242 16.49 25.0 3.44 3.61 13.49 7.68 13.49 31 Jul 231 15.75 30.0 2.96 3.12 13.83 8.57 – 18 Jan 23 15.03 30.0 2.96 3.12 13.83 8.57 – 18 Jan 232 15.03 30.0 2.96 3.12 12.44 7.71 – 29 Jul 221 16.78 30.0 2.96 1.26 12.31 6.50 – 17 Jan 22 13.38 30.0 2.96 1.26 12.31 6.50 – 17 Jan 222 13.38 30.0 2.96 1.26 11.08 5.85 – 30 Jul 211 12.39 22.5 3.00 0.11 14.54 – – 3 Feb 21 15.79 22.5 3.00 0.11 14.54 – – 3 Feb 212 15.79 22.5 3.00 0.11 13.45 – – 1. A supplementary ‘mid-year’ LTI offer is made to selected senior management who joined Orica after the grant date of the main offer. The terms and conditions of the supplementary offer are the same as the main offer. 2. Under the executive LTI plan, Performance Rights granted are subject to either a single or multiple performance condition(s), with a two‑year holding lock applying to shares acquired following vesting. A discount to the fair value has been made to reflect lack of marketability during this period. Annual Report 2024 52 7.3 Non-executive Director remuneration Details of Non-executive Directors’ remuneration are set out in the following table: Short‑term employee benefits Post- employment benefits Directors $000 Committee fees $000 Other benefits1 $000 Super- annuation $000 Total $000 Current Directors Malcolm Broomhead, Chairman 2024 510.0 – 0.5 28.0 538.5 2023 510.0 – 6.5 25.8 542.3 John Beevers 2024 177.0 67.5 – 27.2 271.7 2023 177.0 61.9 6.0 25.2 270.1 Mark Garrett 2024 177.0 39.4 27.0 24.1 267.5 2023 126.2 15.9 18.0 15.2 175.3 Denise Gibson 2024 177.0 67.5 30.0 27.2 301.7 2023 177.0 67.5 30.0 25.7 300.2 Vanessa Guthrie2 2024 201.7 45.0 3.0 – 249.7 2023 124.1 30.0 18.0 9.7 181.8 Karen Moses2 2024 204.2 67.5 – – 271.7 2023 196.0 67.5 6.0 6.7 276.2 Gordon Naylor 2024 177.0 61.9 12.0 26.6 277.5 2023 177.0 39.4 6.0 24.1 246.5 Total current Directors 2024 1,623.9 348.8 72.5 133.1 2,178.3 2023 1,487.3 282.2 90.5 132.4 1,992.4 Former Directors Gene Tilbrook3 2024 73.8 11.3 9.0 9.4 103.5 2023 177.0 52.5 27.0 24.3 280.8 Maxine Brenner 2024 – – – – – 2023 44.3 16.9 – 6.3 67.5 Boon Swan Foo 2024 – – – – – 2023 44.3 11.3 6.0 6.3 67.9 Total 2024 1,697.7 360.1 81.5 142.5 2,281.8 2023 1,752.9 362.9 123.5 169.3 2,408.6 1. These benefits include travel allowances and car parking benefits. 2. Vanessa Guthrie and Karen Moses elected not to receive superannuation contributions for the full financial year. 3. Gene Tilbrook retired from the Board in February 2024. REMUNERATION REPORT (CONTINUED) Orica Limited Annual Report 2024 53 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information The Directors’ Report for the financial year ended 30 September 2024 has been prepared in accordance with the requirements of the Corporations Act 2001. The information below forms part of this Directors’ Report: • Principal activities on page 6 • Operating and financial review from pages 24 to 31 • Dividends on page 74, and • Remuneration report from pages 32 to 51. At the date of this report, the Board comprises seven Non-executive Directors and the Managing Director and Chief Executive Officer. The names of the current Directors, and details of their qualifications, experience and special responsibilities are set out here. DIRECTORS’ REPORT Sanjeev Gandhi Managing Director and Chief Executive Officer BEng (Chemical Engineering), MBA Sanjeev Gandhi was appointed Managing Director and Chief Executive Officer in April 2021, after previously holding the role of Group Executive and President, Australia Pacific and Asia. He is a former Executive Director of publicly listed German chemical company, BASF SE. During his 26-year career with BASF, Sanjeev held several senior marketing, commercial and business leadership roles including Head of Asia Pacific and Head of Global Chemicals Segment (Intermediates and Petrochemicals). Malcolm Broomhead AO Independent Non-executive Director BE, MBA Malcolm Broomhead was appointed Chairman of Orica Limited on 1 January 2016 and has been a Non-executive Director since December 2015. He is Chairman of the Nominations Committee. He is a former Director of BHP Group and a former Chairman of Asciano Limited. He is also a Director of the Walter and Eliza Hall Institute and Council Member of Opportunity International Australia. Denise Gibson Independent Non-executive Director BSc (Business Administration), MBA (Management) Denise Gibson was appointed Non-executive Director in January 2018 and is Chair of the Innovation and Technology Committee and a member of the People and Remuneration Committee and the Nominations Committee. She is co-founder and Chairman of Ice Mobility, Director of NASDAQ-listed VOXX International Corporation, and a director of the Consumer Technology Association and the Consumer Technology Association Foundation, both not-for-profit organisations. She is the founder and former CEO of Brightstar US and former Director of Aerial Technologies Inc. Karen Moses Independent Non-executive Director BEc, DipEd, FAICD Karen Moses was appointed Non-executive Director in July 2016. She is Chair of the People and Remuneration Committee, and a member of the Board Audit and Risk Committee and the Nominations Committee. Karen is a Director of Charter Hall Group, Snowy Hydro Limited, Music In The Regions Limited and Belvoir St Theatre. She is a Fellow of the Senate of Sydney University and a former Director of Boral Limited, Sydney Dance Company, SAS Trustee Corporation, Australia Pacific LNG Pty Limited, Origin Energy Limited, Contact Energy Limited, Energia Andina SA, Australian Energy Market Operator Ltd, VENCorp and Energy and Water Ombudsman (Victoria) Limited, Sydney Symphony Limited and former Chair of the NSW Artform Board for Dance and Physical Theatre. Annual Report 2024 54 DIRECTORS’ REPORT (CONTINUED) Mark Garrett Independent Non-executive Director BA (Economics), GradDip (Applied Information Systems) Mark Garrett was appointed Non-executive Director in January 2023 and is a member of the Innovation and Technology Committee, Board Audit and Risk Committee and the Nominations Committee. He is a member of the Board of UMICORE NV/SA and Interim Chief Executive Officer for Archroma. He is former Chief Executive Officer of Borealis AG and Marquard & Bahls AG, and former Chairman of the Supervisory Board of OMV AG. John Beevers Independent Non-executive Director BEng (Mining), MBus, GAICD John Beevers was appointed Non-executive Director in February 2020. He is Chair of the Safety and Sustainability Committee, and a member of the Innovation and Technology Committee and the Nominations Committee. He is also a Non-executive Director of Syrah Resources Limited and Lynas Rare Earths Limited and former Director of QUT Bluebox, the commercialisation arm of the Queensland University of Technology. He previously held the role of Managing Director and Chief Executive Officer of GroundProbe and executive roles within the Orica Group, Services and Chief Executive Officer of Orica Mining Services, including Global Technology Manager, Group General Manager of Chemical Services and Chief Executive Officer of Orica Mining Services. Dr Vanessa Guthrie AO Independent Non-executive Director Hon DSc, PhD, BSc (Hons), FAICD Vanessa Guthrie was appointed Non-executive Director in February 2023. She is a member of the Safety and Sustainability Committee, the People and Remuneration Committee and the Nominations Committee. She is a Non-executive Director of ASX listed Santos Limited, Lynas Rare Earths Limited, and TSE and NYSE-listed North American Construction Group Ltd. She is also a Director of Cricket Australia and is Chancellor of Curtin University. Vanessa is former Deputy Chair and Lead Independent Director of Adbri Limited, Managing Director and CEO of Toro Energy Limited, Chair of the Minerals Council of Australia and Non-executive Director of several companies, including Australian Broadcasting Corporation, Vimy Resources Limited and NYSE-listed Tronox Holdings PLC. She was made an Officer of the Order of Australia in 2021 for distinguished services to the minerals and resources sector, and as a role model for women in business. Gordon Naylor Independent Non-executive Director BEng (Mechanical), MBA, GradDip (Computing Studies), CPA, GAICD, FTSE Gordon Naylor was appointed Non-executive Director in April 2022 and is Chair of the Board Audit and Risk Committee and a member of the Safety and Sustainability Committee and the Nominations Committee. He is the Non-executive Chair of Medical Developments International and a Director of Celleo Biotech Pty Ltd. Gordon is a former President of Seqirus, a member of the CSL Group and previously held executive leadership roles within the CSL Group, including Chief Financial Officer. Erin O’Connor Company Secretary LLB (Hons), BCom, FGIA Erin O’Connor and Kirsten Anderson Llewellyn were both appointed Company Secretary of Orica, effective 1 March 2020. Kirsten Anderson Llewellyn Company Secretary LLB, BA, LLM, FGIA Orica Limited Annual Report 2024 55 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information Significant changes There have been no significant changes in the state of affairs of the Group during the year ended 30 September 2024. Events since the financial year-end There have been no significant events from 30 September 2024 to the date of signing this report. Environmental regulation Orica seeks to be compliant with applicable environmental laws and regulatory permissions relevant to its operations. Where instances of non-compliance occur, Orica’s procedures require that relevant governmental authorities are notified in accordance with statutory requirements and internal investigations are conducted to determine the cause of the non-compliance to ensure the risk of recurrence is minimised. The Company has committed major investments, both in terms of capital and resources, to improve its environmental performance at key sites in addition to its general maintenance program. The Company is working closely and co-operatively with regulators and government agencies in relation to these initiatives, and enhancing community engagement and consultation. More specific details about Orica’s sustainability initiatives and performance, including safety, health and environment, can be found on the Orica website at orica.com/sustainability. Directors’ and Officers’ indemnity The Company’s Constitution requires the Company to indemnify any person who is, or has been, an officer of the Company, including the Directors, the Secretaries and other executive officers, against liabilities incurred while acting in good faith, as such officers, to the extent permitted by law. In accordance with the Company’s Constitution, the Company has entered into a Deed of Access, Indemnity and Insurance with each of the Company’s Directors and, in certain instances, specific indemnities have been provided. No Director or officer of the Company has received benefits under an indemnity from the Company during or since the end of the year. The Company has paid a premium in respect of a contract insuring officers of the Company and of its controlled entities, against a liability for costs and expenses incurred by them in defending civil or criminal proceedings involving them as such officers, with some exceptions. The insurance contract prohibits disclosure of the nature of the liability insured against and the amount of the premium paid. External auditor and non-audit services During the year, KPMG, the Company’s auditor, performed certain other services in addition to its audit responsibilities. The Board is satisfied that the provision of non-audit services during the year by the auditor is compatible with, and did not compromise the auditor’s 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 Board Audit and Risk Committee to ensure they do not impact the integrity and objectivity of the auditor, and Directors’ meetings The number of Directors’ meetings (including meetings of committees of Directors) and number of meetings attended by each of the Directors of the Company during the financial year are set out below. Director Scheduled Board Meetings1 Ad-hoc Board Meetings1,2 Audit and Risk Committee1 People & Remuneration Committee1 Nominations Committee1 Safety and Sustainability Committee1 Innovation and Technology Committee1 Held Attended Held Attended Held Attended Held Attended Held Attended Held Attended Held Attended M Broomhead3 9 9 4 4 – – – – 5 5 – – – – J Beevers 9 9 4 4 – – – – 5 5 4 4 4 4 S Gandhi4 9 9 4 4 – – – – – – – – – – M Garrett5 9 9 4 4 4 3 – – 5 5 – – 4 4 D Gibson 9 9 4 4 – – 6 6 5 5 – – 4 4 V Guthrie 9 9 4 3 – – 6 6 5 5 4 4 – – K Moses 9 9 4 4 5 5 6 6 5 5 – – – – G Naylor6 9 9 4 3 5 5 – – 5 5 4 4 – – G Tilbrook7 5 5 4 3 1 1 – – 2 2 – – – – 1. Shows the number of meetings held and attended by each Director during the period the Director was a member of the Board or committee. 2. Ad-hoc Board meetings were held on 23 October 2023, 08 December 2023, 19 January 2024 and 16 February 2024. 3. The Chairman of the Orica Board attends all Board Committee meetings as an ‘ex officio’ member of that committee. 4. The Managing Director and CEO attends committee meetings on an ‘as needs’ basis. 5. Mr M Garrett was appointed a Member of the Audit and Risk Committee on 1 January 2024. 6. Mr G Naylor was appointed Chair of the Audit and Risk Committee on 1 January 2024. 7. Mr G Tilbrook retired as Chair of the Audit and Risk Committee on 1 January 2024 and Orica Director and Member of the Nominations Committee on 29 February 2024. DIRECTORS’ REPORT (CONTINUED) Annual Report 2024 56 • The non-audit services provided do not undermine the general principles relating to the auditor’s independence as set out in APES 110 Code of Ethics for Professional Accountants (including Independence Standards), 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. Details of the amounts paid to the auditor of the Company, KPMG, and its related practices for audit and non-audit services provided during the year are disclosed in note 21 to the Annual Report. Rounding of amounts Orica Limited is a company of the kind referred to in Australian Securities and Investments Commission Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 dated 24 March 2016 and, in accordance with that instrument, amounts in the consolidated financial statements and this Directors’ Report have been rounded to the nearest million dollars unless specifically stated otherwise. This report is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the Directors. Lead auditor’s independence declaration The Lead auditor’s independence declaration given under Section 307C of the Corporations Act 2001 is set out below and forms part of the Directors’ Report for the year ended 30 September 2024. DIRECTORS’ REPORT (CONTINUED) Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 To the Directors of Orica Limited I declare that, to the best of my knowledge and belief, in relation to the audit of Orica Limited for the financial year ended 30 September 2024, there have been: • No contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit, and • No contraventions of any applicable code of professional conduct in relation to the audit. Gordon Sangster Partner Melbourne 13 November 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. KPMG Malcolm Broomhead Chairman 13 November 2024 Sanjeev Gandhi Managing Director and Chief Executive Officer 13 November 2024 Orica Limited Annual Report 2024 57 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information 59 Income statement 60 Statement of comprehensive income 61 Balance sheet 62 Statement of changes in equity 63 Statement of cash flows CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 64 Basis of Preparation 65 Section A. Financial Performance 65 1. Segment report 71 2. Earnings per share (EPS) 72 Section B. Capital Management 72 3. Net debt and net financing costs 75 4. Contributed equity and reserves 77 Section C. Operating Assets and Liabilities 77 5. Working capital 78 6. Provisions 81 7. Property, plant and equipment 83 8. Intangible assets 84 9. Impairment testing of assets 86 Section D. Managing Financial Risks 86 10. Financial risk management 94 Section E. Taxation 94 11. Taxation 98 Section F. Group Structure 98 12. Investments in controlled entities 98 13. Equity accounted investees and joint operations 100 14. Businesses and non‑controlling interests acquired 102 15. Businesses disposed and discontinued operations 103 16. Parent company disclosure – Orica Limited 103 17. Deed of Cross Guarantee 105 Section G. Reward and Recognition 105 18. Employee share plans and remuneration 106 19. Defined benefit obligations 109 Section H. Other Disclosures 109 20. Contingent liabilities 110 21. Auditor’s remuneration 110 22. Events subsequent to balance date 111 23. List of controlled entities 113 24. New accounting policies and accounting standards 114 Consolidated Entity Disclosure Statement 119 Directors’ Declaration 120 Independent Auditor’s Report FINANCIAL REPORT Annual Report 2024 58 INCOME STATEMENT FOR THE YEAR ENDED 30 SEPTEMBER Consolidated Notes 2024 $m 2023 $m Sales revenue (1b) 7,662.8 7,945.3 Other income (1d) 27.1 9.2 Raw materials and inventories (3,608.6) (4,226.5) Employee benefits expense (1,556.7) (1,423.6) Purchased services and other expenses (712.7) (682.8) Depreciation and amortisation expense (1b) (431.9) (392.5) Outgoing freight (373.9) (351.1) Repairs and maintenance (236.3) (202.2) Profit on sale of Deer Park stage 1 surplus land (1e) 181.5 – Profit on sale of Yarraville land (1e) 40.9 – Axis Group acquisition earnout (1e) 26.6 (26.6) Restructuring expense (1e) (54.4) – Business acquisition costs (1e) (41.3) – Environmental provision expense (1e) (34.0) – Loss on sale of Türkiye businesses (1e) – (73.5) Loss on exit of Venezuela business (1e) – (71.1) Share of net profit of equity accounted investees (13) 35.8 22.3 Total (6,765.0) (7,427.6) Profit from operations 924.9 526.9 Net financing costs Financial income (3b) 26.5 9.0 Financial expenses (3b) (203.7) (152.7) Net financing costs (3b) (177.2) (143.7) Profit before income tax expense 747.7 383.2 Income tax expense (11) (188.9) (131.8) Profit after tax 558.8 251.4 Net profit for the year attributable to: Shareholders of Orica Limited 524.6 295.7 Non-controlling interests 34.2 (44.3) Net profit for the year 558.8 251.4 cents cents Earnings per share attributable to ordinary shareholders of Orica Limited: Total attributable to ordinary shareholders of Orica Limited Basic earnings per share (2) 110.7 65.1 Diluted earnings per share (2) 109.4 64.5 The income statement is to be read in conjunction with the accompanying notes to the financial statements. Orica Limited Annual Report 2024 59 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 SEPTEMBER Consolidated Notes 2024 $m 2023 $m Net profit for the year 558.8 251.4 Other comprehensive income Items that may be reclassified subsequently to income statement: Exchange differences on translation of foreign operations Exchange (loss)/gain on translation of foreign operations, net of tax (11c) (394.5) 91.9 Net gain/(loss) on hedge of net investments in foreign subsidiaries, net of tax (11c) 52.3 (6.0) Currency translation on companies disposed of, transferred to the income statement net of tax – 129.2 Net exchange differences on translation of foreign operations (342.2) 215.1 Sundry items: Net gain/(loss) on cash flow hedges, net of tax (11c) 2.8 (10.4) Changes in the fair value of financial assets through other comprehensive income, net of tax (11c) 8.0 15.0 Items that will not be reclassified subsequently to income statement: Net actuarial (loss)/gain on defined benefit obligations, net of tax (11c) (3.3) 0.6 Other comprehensive (loss)/income for the year (334.7) 220.3 Total comprehensive income for the year 224.1 471.7 Attributable to: Shareholders of Orica Limited 194.9 440.9 Non-controlling interests 29.2 30.8 Total comprehensive income for the year 224.1 471.7 The statement of comprehensive income is to be read in conjunction with the accompanying notes to the financial statements. Annual Report 2024 60 Consolidated Notes 2024 $m 2023 $m Current assets Cash and cash equivalents 580.7 1,152.1 Trade receivables (5) 785.0 759.2 Other receivables 129.2 150.6 Inventories (5) 868.9 868.1 Other assets 170.5 165.1 Total current assets 2,534.3 3,095.1 Non-current assets Other receivables 81.9 54.6 Equity accounted investees (13) 320.7 326.5 Property, plant and equipment (7) 3,627.4 3,360.3 Intangible assets (8) 2,571.9 1,406.4 Deferred tax assets (11d) 369.9 433.0 Other assets 92.2 91.3 Total non-current assets 7,064.0 5,672.1 Total assets 9,598.3 8,767.2 Current liabilities Trade payables (5) 1,050.2 984.5 Other payables 549.2 564.9 Interest bearing liabilities (3a) 169.3 72.8 Provisions (6) 252.3 251.9 Other liabilities 100.0 85.7 Total current liabilities 2,121.0 1,959.8 Non-current liabilities Other payables 9.3 40.0 Interest bearing liabilities (3a) 2,351.7 2,299.4 Provisions (6) 348.3 310.6 Deferred tax liabilities (11d) 143.6 46.8 Other liabilities 76.8 58.8 Total non-current liabilities 2,929.7 2,755.6 Total liabilities 5,050.7 4,715.4 Net assets 4,547.6 4,051.8 Equity Ordinary shares (4a) 3,898.5 3,421.2 Reserves (551.2) (240.6) Retained earnings 1,111.7 808.1 Total equity attributable to ordinary shareholders of Orica Limited 4,459.0 3,988.7 Non-controlling interests 88.6 63.1 Total equity 4,547.6 4,051.8 The balance sheet is to be read in conjunction with the accompanying notes to the financial statements. BALANCE SHEET AS AT 30 SEPTEMBER Orica Limited Annual Report 2024 61 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information Ordinary shares $m Retained earnings $m Foreign currency translation reserve $m Cash flow hedge reserve $m Other reserves $m Total $m Non- controlling interests $m Total equity $m 2023 Balance at 1 October 2022 3,389.7 693.1 (285.2) (4.5) (107.3) 3,685.8 43.4 3,729.2 Net profit/(loss) for the year – 295.7 – – – 295.7 (44.3) 251.4 Other comprehensive income/(loss) – 0.6 140.0 (10.4) 15.0 145.2 75.1 220.3 Total comprehensive income/(loss) for the year – 296.3 140.0 (10.4) 15.0 440.9 30.8 471.7 Transactions with owners, recorded directly in equity Total changes in contributed equity, net of costs (note 4a) 31.5 – – – – 31.5 (2.3) 29.2 Share-based payments expense – – – – 13.7 13.7 – 13.7 Share-based payments settlement – – – – (1.9) (1.9) – (1.9) Dividends/distributions (note 4c) – (181.3) – – – (181.3) – (181.3) Dividends declared/paid to non-controlling interests – – – – – – (8.8) (8.8) Balance at the end of the year 3,421.2 808.1 (145.2) (14.9) (80.5) 3,988.7 63.1 4,051.8 2024 Balance at 1 October 2023 3,421.2 808.1 (145.2) (14.9) (80.5) 3,988.7 63.1 4,051.8 Net profit for the year – 524.6 – – – 524.6 34.2 558.8 Other comprehensive (loss)/income – (3.3) (337.2) 2.8 8.0 (329.7) (5.0) (334.7) Total comprehensive income/(loss) for the year – 521.3 (337.2) 2.8 8.0 194.9 29.2 224.1 Transactions with owners, recorded directly in equity Total changes in contributed equity, net of costs (note 4a) 477.3 – – – – 477.3 – 477.3 Share-based payments expense – – – – 19.6 19.6 – 19.6 Share-based payments settlement – – – – (6.2) (6.2) – (6.2) Dividends/distributions (note 4c) – (206.1) – – – (206.1) – (206.1) Changes in non-controlling interests – (11.6) 2.2 – 0.2 (9.2) 9.2 – Dividends declared/paid to non-controlling interests – – – – – – (12.9) (12.9) Balance at the end of the year 3,898.5 1,111.7 (480.2) (12.1) (58.9) 4,459.0 88.6 4,547.6 The statement of changes in equity is to be read in conjunction with the accompanying notes to the financial statement. STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 SEPTEMBER Annual Report 2024 62 Consolidated Notes 2024 $m Inflows/ (Outflows) 2023 $m Inflows/ (Outflows) Cash flows from operating activities Receipts from customers 8,486.6 9,069.5 Payments to suppliers and employees (7,389.2) (7,910.6) Interest received 26.8 8.7 Interest paid (188.5) (139.0) Dividends received 23.1 22.5 Other operating income received 27.8 17.4 Net income taxes paid (179.1) (169.8) Net cash flows from operating activities (3c) 807.5 898.7 Cash flows from investing activities Payments for property, plant and equipment (435.3) (418.1) Payments for intangibles (21.1) (21.0) Payments for purchase of investments (11.0) (19.8) Proceeds from sale of property, plant and equipment 283.0 11.4 Proceeds from other advances in relation to property, plant and equipment – 50.0 Payments for purchase of businesses/controlled entities, net of cash acquired (1,531.8) (275.4) Proceeds from sale of businesses, net of cash disposed and disposal costs 3.6 8.2 Net cash flows used in investing activities (1,712.6) (664.7) Cash flows from financing activities Proceeds from borrowings 1,823.3 1,625.9 Repayment of borrowings (1,610.3) (1,741.9) Dividends paid – Orica ordinary shares (4c) (170.0) (140.9) Dividends paid – non-controlling interests (12.0) (7.2) Principal portion of lease payments (84.4) (73.3) Proceeds from issue/(payments for purchase) of ordinary shares, net of costs 430.8 (13.5) Net cash flows from/(used in) financing activities 377.4 (350.9) Net decrease in cash held (527.7) (116.9) Cash at the beginning of the period 1,152.1 1,255.3 Effects of exchange rate changes on cash (43.7) 13.7 Cash at the end of the period 580.7 1,152.1 The statement of cash flows is to be read in conjunction with the accompanying notes to the financial statements. STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 SEPTEMBER Orica Limited Annual Report 2024 63 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information Basis of preparation This is a general purpose financial report which has been prepared by a for-profit entity in accordance with Australian Accounting Standards adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001 and complies with the International Financial Reporting Standards (IFRS) adopted by the International Accounting Standards Board. It has been prepared on a historical cost basis, except for derivative financial instruments, defined benefit obligations and investments in financial assets which have been measured at fair value. The financial statements are presented in Australian dollars with all amounts rounded, except where otherwise stated, to the nearest tenth of one million dollars, in accordance with ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 dated 24 March 2016. Orica Limited, incorporated and domiciled in Australia, is a for-profit company limited by shares which are publicly traded on the Australian Securities Exchange. Orica’s Directors have included information in this report that they deem to be material and relevant to the understanding of the consolidated financial statements. Where appropriate, comparative information has been reclassified to conform to changes in presentation and to enhance comparability. Disclosure may be considered material and relevant if the dollar amount is significant due to size or nature, or the information is important to understand the: • Group’s current year results • Impact of material changes in Orica’s business, and • Aspects of the Group’s operations that are important to future performance. Except as described in note 24, the financial statements have been prepared using consistent accounting policies in line with those of the previous financial year and corresponding interim reporting period. Material accounting policies that apply to the overall financial statements Foreign currencies Functional and presentation currency The Company’s functional and presentation currency is Australian dollars. Each entity in the Group determines its own functional currency, and items included in the financial statements of each entity are measured using that functional currency. Transactions and balances Transactions in currencies other than the functional currency of the Company or entity concerned are recorded using the exchange rate on the date of the transaction. Monetary assets and liabilities that are denominated in foreign currencies at the balance date are retranslated at closing exchange rates. Non-monetary assets are not retranslated unless they are carried at fair value. Gains and losses arising on the retranslation of monetary assets and liabilities are included in the income statement, except where the application of hedge accounting requires inclusion in other comprehensive income (refer to note 10). Consolidation of Group entities On consolidation, assets and liabilities of foreign operations are translated into Australian dollars at the closing rate at balance date. The results of foreign operations are translated into Australian dollars at average exchange rates for the period where these do not materially differ from rates applicable on the date of the transaction. Foreign exchange differences arising on the retranslation of foreign operations are recognised directly in a separate component of equity. Critical accounting judgements and estimates Application of the Group accounting policies requires management to make judgements, and to apply estimates and assumptions to future events. The areas involving a higher degree of judgement or complexity, and which are material to the report, are highlighted in the following notes: Note 6 Provisions Note 11 Taxation Note 9 Impairment testing of assets Note 14 Businesses and non-controlling interests acquired NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER Annual Report 2024 64 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) Orica Group Manufacture and supply of commercial explosives and blasting systems Manufacture and supply of speciality mining chemicals Development, manufacture and deployment of advanced software, sensors and end-to-end data science Provides strategic support for the Orica Group Digital Solutions Blasting Solutions Specialty Mining Chemicals Global Support Section A. Financial Performance A key element of the Group’s strategy is to create sustainable shareholder value. This section highlights the results and performance of the Group for the year ended 30 September 2024. 1. Segment report (a) Identification and description of segments Orica’s reportable segments are based on internal reporting to the Group’s chief operating decision-maker (the Group’s Managing Director and Chief Executive Officer). During the 2024 financial year, Orica announced changes to its reporting segments and now reports its financial results as follows: • Blasting Solutions includes Orica’s core production and supply of explosives and blasting systems to the mining, quarry and construction industries across Australia Pacific and Asia, North America, Latin America and Europe, Middle East and Africa. • Digital Solutions includes the newly acquired Terra Insights Ltd (Terra Insights) business (completed 29 February 2024) and comprises the following: > Orebody Intelligence (including Axis Group, Hopper Industrials Group and RIG Technologies) > Blast Design and Execution, and > Geosolutions (including GroundProbe and Terra Insights). • Specialty Mining Chemicals includes Orica’s existing sodium cyanide and emulsifiers businesses together with the newly acquired Cyanco Intermediate 4 Corp (Cyanco) business (completed 30 April 2024). The 2023 financial year results have been restated to reflect the new segment reporting structure. There is no change to the Orica Group earnings and balance sheet as previously reported. Orica Limited Annual Report 2024 65 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 1. Segment report (continued) (b) Reportable segments Blasting Solutions 2024 $m Australia Pacific & Asia North America Latin America Europe, Middle East & Africa Blasting Solutions Specialty Mining Chemicals Digital Solutions Global Support Elimi- nations Consoli- dated Revenue External sales 2,926.8 1,629.7 1,375.3 941.3 6,873.1 499.7 290.0 – – 7,662.8 Inter-segment sales – – – – – 37.4 1.1 – (38.5) – Total sales revenue 2,926.8 1,629.7 1,375.3 941.3 6,873.1 537.1 291.1 – (38.5) 7,662.8 Other income (refer to note 1d)1 12.0 7.9 2.6 5.3 27.8 0.7 (1.4) – – 27.1 Total revenue and other income 2,938.8 1,637.6 1,377.9 946.6 6,900.9 537.8 289.7 – (38.5) 7,689.9 Results before individually significant items Profit/(loss) before financing costs and income tax 477.8 144.6 62.5 70.2 755.1 68.8 70.0 (88.3) – 805.6 Financial income 26.5 Financial expenses (203.7) Profit before income tax expense 628.4 Income tax expense (184.8) Profit after income tax expense 443.6 Less: Profit attributable to non-controlling interests (34.2) Profit after income tax expense before individually significant items attributable to shareholders of Orica Limited 409.4 Individually significant items (refer to note 1e) Gross individually significant items (6.7) (8.1) (5.2) (16.8) (36.8) (1.4) 25.1 132.4 – 119.3 Tax on individually significant items 1.9 2.1 1.6 (9.4) (3.8) 0.3 0.4 (1.0) – (4.1) Individually significant items attributable to shareholders of Orica Limited (4.8) (6.0) (3.6) (26.2) (40.6) (1.1) 25.5 131.4 – 115.2 Profit for the year attributable to shareholders of Orica Limited 524.6 Segment assets 6,570.8 1,430.1 1,304.5 292.9 – 9,598.3 Segment liabilities 2,107.3 196.2 140.9 2,606.3 – 5,050.7 Equity accounted investees 319.3 – – 1.4 – 320.7 Acquisitions of PPE and intangibles (excluding right of use assets) 396.8 12.1 43.2 4.3 – 456.4 Depreciation and amortisation 345.3 26.6 37.6 22.4 – 431.9 Share of net profit of equity accounted investees 35.8 – – – – 35.8 1. Includes foreign currency gains/(losses). Annual Report 2024 66 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 1. Segment report (continued) (b) Reportable segments Blasting Solutions 2023 Restated1 $m Australia Pacific & Asia North America Latin America Europe, Middle East & Africa Blasting Solutions Specialty Mining Chemicals Digital Solutions Global Support Elimi- nations Consoli- dated Revenue External sales 2,986.5 1,728.4 1,641.6 999.5 7,356.0 377.6 211.7 – – 7,945.3 Inter-segment sales – – – – – 43.1 0.4 – (43.5) – Total sales revenue 2,986.5 1,728.4 1,641.6 999.5 7,356.0 420.7 212.1 – (43.5) 7,945.3 Other income (refer to note 1d)2 4.0 6.8 (7.6) 7.1 10.3 – (1.1) – – 9.2 Total revenue and other income 2,990.5 1,735.2 1,634.0 1,006.6 7,366.3 420.7 211.0 – (43.5) 7,954.5 Results before individually significant items Profit/(loss) before financing costs and income tax 428.7 149.1 41.0 50.1 668.9 50.6 54.3 (75.7) – 698.1 Financial income 9.0 Financial expenses (152.7) Profit before income tax expense 554.4 Income tax expense (166.2) Profit after income tax expense 388.2 Less: Profit attributable to non-controlling interests (19.2) Profit after income tax expense before individually significant items attributable to shareholders of Orica Limited 369.0 Individually significant items (refer to note 1e) Gross individually significant items – – (71.1) (73.5) (144.6) – (26.6) – – (171.2) Tax on individually significant items – – 33.6 0.8 34.4 – – – – 34.4 Net individually significant items attributable to non-controlling interests – – 18.4 45.1 63.5 – – – – 63.5 Individually significant items attributable to shareholders of Orica Limited – – (19.1) (27.6) (46.7) – (26.6) – – (73.3) Profit for the year attributable to shareholders of Orica Limited 295.7 Segment assets 6,893.7 390.7 695.8 787.0 – 8,767.2 Segment liabilities 2,165.7 51.7 110.4 2,387.6 – 4,715.4 Equity accounted investees 325.1 – – 1.4 – 326.5 Acquisitions of PPE and intangibles (excluding right of use assets) 375.2 16.2 44.1 3.6 – 439.1 Depreciation and amortisation 311.3 15.3 42.6 23.3 – 392.5 Share of net profit of equity accounted investees 22.3 – – – – 22.3 1. Restated for change of segments reporting, refer to note 1(a) for details. 2. Includes foreign currency gains/(losses). Orica Limited Annual Report 2024 67 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 1. Segment report (continued) (c) Disaggregation of revenue (by commodity/industry) Revenue has been disaggregated by the customer site, except for Digital Solutions where revenue represents sales by the Digital Solutions segment. Consolidated 2024 $m 2023 $m Gold 1,688.2 1,654.6 Copper 1,683.8 1,894.0 Quarry and construction 1,065.9 1,127.3 Thermal coal 1,058.9 1,101.6 Coking coal 673.4 592.4 Iron ore 660.8 712.1 Digital solutions 290.0 211.7 Future facing commodities1 270.5 295.6 Other 271.3 356.0 Total revenue 7,662.8 7,945.3 1. Future-facing commodities include nickel, lithium, lead and zinc, essential components of low-emissions energy technologies. (d) Other income Consolidated 2024 $m 2023 $m Other income 27.8 25.2 Net foreign currency losses (0.2) (21.9) Net (loss)/gain on sale of property, plant and equipment (0.5) 5.9 Total other income 27.1 9.2 Annual Report 2024 68 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 1. Segment report (continued) (e) Individually significant items Consolidated 2024 2023 Gross $m Tax $m Net $m Gross $m Tax $m Net $m Profit after income tax includes the following individually significant items of expense: Profit on sale of Deer Park stage 1 surplus land1 181.5 (8.4) 173.1 – – – Profit on sale of Yarraville land2 40.9 (7.0) 33.9 – – – Axis Group acquisition earn out3 26.6 – 26.6 (26.6) – (26.6) Restructuring expense4 (54.4) 1.1 (53.3) – – – Business acquisition costs5 (41.3) – (41.3) – – – Environmental provision expense6 (34.0) 10.2 (23.8) – – – Loss on sale of Türkiye businesses – – – (73.5) 0.8 (72.7) Loss on exit of Venezuela business – – – (71.1) 33.6 (37.5) Individually significant items 119.3 (4.1) 115.2 (171.2) 34.4 (136.8) Non-controlling interests in individually significant items – – – 80.4 (16.9) 63.5 Individually significant items attributable to shareholders of Orica 119.3 (4.1) 115.2 (90.8) 17.5 (73.3) 1. The sale settled on 14 February 2024. 2. The sale settled on 28 June 2024. 3. The consideration for the acquisition of Axis Mining Technology on 3 October 2022 had a deferred earnout element based on the achievement of cumulative EBITDA generated from 1 October 2022 to 31 December 2024, and was contingent on certain key management remaining employed by Orica. During the period the earnout of $26.6 million that had been provided for in FY2023 has been reversed primarily due to key management exiting the business. Integration activities and knowledge transfer has occurred across all key functions including manufacturing, commercial and technology, with succession implemented for key management positions. 4. Restructuring costs associated with the transfer of functional roles to the Global Business Services centre in Manila and operating model changes in some parts of the EMEA region in line with Orica’s country rationalisation strategy. 5. As part of the acquisition of Terra Insights and Cyanco, acquisition costs of $41.3 million have been incurred. Refer to note 14. 6. Increase in the Botany groundwater treatment plant provision as a result of the anticipated reduction in treated water revenue following closure of adjacent businesses in the Botany Industrial Park. Recognition and measurement Individually material items are those gains or losses where their nature and/or impact is considered material to the financial statements. Orica Limited Annual Report 2024 69 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 1. Segment report (continued) (f) Geographical segments The presentation of geographical revenue is based on the geographical location of customers. Segment assets are based on the geographical location of the assets. Consolidated Consolidated Revenue Non-current assets1 2024 $m 2023 $m 2024 $m 2023 $m Australia 2,284.3 2,326.4 3,017.9 3,022.3 Canada 825.6 754.7 917.3 402.1 Peru 801.6 1,045.0 328.0 315.8 United States of America 766.1 689.5 1,495.5 469.6 Other2 2,985.2 3,129.7 923.8 983.0 Total 7,662.8 7,945.3 6,682.5 5,192.8 1. Excluding: financial derivatives (included within other assets) and deferred tax assets. 2. Other than Australia, Canada, Peru and the United States of America, sales to other countries are individually less than 10% of the Group’s total revenues. Recognition and measurement Revenue is recognised when, or as the Group transfers control of goods or services to a customer at the amount to which the Group expects to be entitled. If the consideration includes a variable amount (net of trade discounts and volume rebates), the Group estimates the amount of consideration to which it will be entitled. The majority of the Group’s operations are conducted under Master Service Agreements which require customers to place orders for goods or services on a periodic basis. The performance obligations are identified at the point that the customer places the order. Supply of products and provision of services Revenue is derived from contractual agreements for either: • the supply of products; or • the supply of products and the provision of services. Contracts for the supply of products are one performance obligation; contracts for the supply of products and services include one or two separate performance obligations depending on whether the customer can benefit from the products independently of the services. Product revenue is recognised when the goods are delivered to the contracted point of delivery as this is the point at which the customer gains control of the product and the performance obligation is satisfied by the Group. Service revenue is recognised over time as the customer simultaneously receives and consumes the benefits of the Group’s performance. Where products and services are combined into one single performance obligation, revenue is recognised over time as the customer simultaneously receives and consumes the benefits provided by the Group’s performance. Contracts to provide a designated output The provision of goods and services in contracts that provide a designated quantity of output results in the identification of a single performance obligation to deliver an integrated service to the customer. Revenue from this performance obligation is recognised over time as the customer simultaneously receives and consumes the benefits of the Group’s performance. Annual Report 2024 70 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 2. Earnings per share (EPS) (i) As reported in the income statement Consolidated 2024 $m 2023 $m Earnings used in the calculation of basic and diluted EPS attributable to ordinary shareholders of Orica Limited Profit after tax 558.8 251.4 Less: Net profit/(loss) for the year attributable to non-controlling interests 34.2 (44.3) Net profit for the year attributable to shareholders of Orica Limited 524.6 295.7 Number of shares Weighted average number of shares used in the calculation: Number for basic earnings per share 473,806,394 454,174,130 Effect of dilutive share options and rights 5,577,862 3,927,977 Number for diluted earnings per share 479,384,256 458,102,107 The weighted average number of options and rights that have not been included in the calculation of diluted earnings per share – 798,070 Cents per share Cents per share Total attributable to ordinary shareholders of Orica Limited Basic earnings per share 110.7 65.1 Diluted earnings per share 109.4 64.5 (ii) Adjusted for individually material items Consolidated 2024 $m 2023 $m Earnings used in the calculation of basic and diluted EPS adjusted for individually significant items attributable to ordinary shareholders of Orica Limited Profit after income tax expense before individually significant items attributable to shareholders of Orica Limited (refer to note 1b) 409.4 369.0 Cents per share Cents per share Total attributable to ordinary shareholders of Orica Limited before individually significant items attributable to ordinary shareholders of Orica Limited Basic earnings per share1 86.4 81.2 Diluted earnings per share1 85.4 80.5 1. Earnings per share before individually material items is a non-IFRS measure. Management excludes individually material items from the calculation in order to enhance the comparability from year-to-year and provide investors with further clarity in order to assess the underlying performance of operations. Orica Limited Annual Report 2024 71 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) Section B. Capital Management Orica’s objectives when managing capital (net debt and total equity) are to safeguard the Group’s ability to continue as a going concern and to ensure the capital structure enhances, protects and balances financial flexibility against minimising the cost of capital. This section outlines the principal capital management initiatives that have been undertaken, current year drivers of the Group’s cash flows, as well as the key operating assets used and liabilities incurred to support financial performance. 3. Net debt and net financing costs In order to maintain an appropriate capital structure, the Group may adjust the dividend paid to shareholders, utilise a dividend reinvestment plan, return capital to shareholders such as through a share buy-back, or issue new equity, in addition to incurring an appropriate level of borrowings. Orica maintains a dividend policy and expects the total dividend payout ratio to be in the range of 40-70 per cent of profit after income tax expense before individually significant items attributable to shareholders of Orica Limited. It is also expected that the total dividend paid each year will be weighted towards the final dividend. Orica monitors debt capacity against a number of key credit metrics aligned to debt covenants, principally the gearing ratio (net debt excluding lease liabilities divided by net debt excluding lease liabilities plus equity) and the interest cover ratio (EBIT excluding individually material items, divided by net financing costs excluding lease interest). These ratios, together with performance measure criteria determined by S&P Global Ratings (S&P), are monitored in support of maintaining an investment grade credit rating, which enables access to borrowings from a range of sources. S&P’s key measures include Funds from Operations (FFO)/Debt and Debt/EBITDA. Of note, S&P’s rating methodology adjusts Orica’s net debt to incorporate post-retirement benefit obligations, asset retirement obligations (i.e. environmental and decommissioning provisions) and leases. Orica’s debt covenants are exclusive of these items. The gearing and interest cover ratios are monitored to ensure an adequate buffer against covenant levels applicable to the various financing facilities. Consolidated 2024 $m 2023 $m The gearing ratio is calculated as follows: Interest bearing liabilities excluding lease liabilities (refer to note 3a) 2,198.4 2,075.4 Less cash and cash equivalents (580.7) (1,152.1) Total net debt 1,617.7 923.3 Total equity 4,547.6 4,051.8 Total net debt and equity 6,165.3 4,975.1 Gearing ratio (%) 26.2% 18.6% The interest ratio is calculated as follows: Profit before financing costs and income tax (excluding individually significant items – refer to note 1b) 805.6 698.1 Net financing costs excluding lease interest (note 3b) 158.6 128.2 Interest cover ratio (times) 5.1 5.4 Annual Report 2024 72 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 3. Net debt and net financing costs (continued) (a) Interest bearing liabilities Current Opening Balance $m Non-cash movements3 $m Non-cash reclassifi- cations $m Net cash movements $m Closing Balance $m Unsecured Private placement debt1 – – 92.4 – 92.4 Other loans – – – 0.8 0.8 Lease liabilities 72.8 96.1 10.2 (103.0) 76.1 Total 72.8 96.1 102.6 (102.2) 169.3 Non-current Unsecured Private placement debt1 2,050.0 (83.4) (92.4) – 1,874.2 Bank loans1 – (6.6) – 212.2 205.6 CEFC1,2 22.4 – – – 22.4 Other loans 3.0 – – – 3.0 Lease liabilities 224.0 32.7 (10.2) – 246.5 Total 2,299.4 (57.3) (102.6) 212.2 2,351.7 Total 2,372.2 38.8 – 110.0 2,521.0 1. Orica Limited provides guarantees on certain facilities, refer to note 16 for further details. 2. Financing from the Clean Energy Finance Corporation (CEFC) for the Kooragang Island decarbonisation project. 3. Private placement debt predominantly reflects the impact of movements in the AUD/USD exchange rate on USD denominated debt and other fair value adjustments. Lease liabilities comprise of foreign exchange movements, additions and disposals. During the current year there were no defaults or breaches of covenants on any loans. (b) Net financing costs Consolidated 2024 $m 2023 $m Finance income Interest income 26.5 9.0 Total finance income 26.5 9.0 Finance costs Interest expense 172.6 135.6 Lease interest expense 18.6 15.5 Unwind of discounting of provisions 12.5 1.6 Total finance costs 203.7 152.7 Net financing costs (177.2) (143.7) Net financing costs excluding lease interest (158.6) (128.2) Net financing costs excluding lease interest and unwind of discounting of provisions (146.1) (126.6) Orica Limited Annual Report 2024 73 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 3. Net debt and net financing costs (continued) (c) Notes to the statement of cash flows Consolidated Notes 2024 $m 2023 $m Reconciliation of profit/(loss) after income tax to net cash flows from operating activities Profit after income tax expense 558.8 251.4 Adjusted for the following items: Depreciation and amortisation expense (1b) 431.9 392.5 Net profit on sale of property, plant and equipment (including significant items) (227.9) (5.9) Impairment expense (including significant items) 8.6 – Net loss on disposal of controlled entities – 110.2 Share-based payments expense 19.6 13.7 Share of equity accounted investees net profit after adding back dividends received (12.7) 0.3 Other (7.6) (9.4) Changes in working capital and provisions excluding the effects of acquisitions and disposals of businesses/controlled entities (increase)/decrease in trade and other receivables (50.5) 137.8 (increase)/decrease in inventories (22.8) 22.6 decrease/(increase) in net deferred taxes 53.6 (37.8) increase in payables and provisions 62.8 5.5 (decrease)/increase in income taxes payable (6.3) 17.8 Net cash flows from operating activities 807.5 898.7 Recognition and measurement Cash and cash equivalents Cash includes cash at bank, cash on hand and deposits at call. Interest bearing liabilities, excluding lease liabilities Interest bearing liabilities are initially recognised net of transaction costs. Subsequent to initial recognition, interest bearing liabilities are stated at amortised cost with any difference between cost and redemption value being recognised in the income statement over the period of the liabilities on an effective interest basis, unless they are liabilities designated in a fair value relationship in which case they continue to be measured at fair value (refer to note 10). Financing costs Borrowing costs are expensed as incurred unless they relate to qualifying assets where interest on funds is capitalised. Interest income and interest expense relating to interest rate swaps and cross currency interest rate swaps are presented on a net basis. Lease liabilities The Group recognises all lease liabilities and corresponding right of use assets, with the exception of short-term (12 months or less) and low- value leases, on the Balance Sheet. Lease liabilities are recorded at the present value of fixed payments, variable lease payments that depend on an index or rate, amounts payable under residual value guarantees and extension options expected to be exercised. Where a lease contains an extension option which the Group can exercise without negotiation, lease payments for the extension period are included in the liability if the Group is reasonably certain that it will exercise the option. Variable lease payments not dependent on an index or rate are excluded from the liability. Lease payments are discounted at the incremental borrowing rate of the lessee unless the rate implicit in the lease can be readily determined. Annual Report 2024 74 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 3. Net debt and net financing costs (continued) Lease liabilities (continued) Lease liabilities are remeasured when there is a change in future lease payments resulting from a change in an index or rate, or a change in the assessed lease term. A corresponding adjustment is made to the carrying amount of the right of use asset, or is recorded in profit or loss if the carrying amount has been reduced to zero. The Group applied judgement to determine the incremental borrowing rates as well as the lease term for some lease contracts that include extension or termination options. The assessment of whether the Group is reasonably certain to exercise such options impacts the lease term, which significantly affects the amount of lease liabilities and right of use assets recognised. The Group recognises depreciation of the right of use assets and interest on the lease liabilities in the income statement over the lease term. Repayments of lease liabilities are separated into a principal portion (presented within financing activities) and interest portion (presented within operating activities) in the cash flow statement. Expenses relating to short-term and low-value leases of $60.2 million (2023: $65.6 million) have been recognised in the income statement. Total cash outflow for leases was $163.2 million (2023: $154.4 million). Accounting judgements and estimates • Determination of the discount rate to use • In relation to lease liabilities, determination of whether it is reasonably certain that an extension or termination option will be exercised 4. Contributed equity and reserves (a) Contributed equity Movements in issued and fully paid shares of Orica since 1 October 2022 were as follows: Details Date Number of shares Issue price $ $m Ordinary shares Opening balance of shares issued 1-Oct-22 452,807,885 3,389.7 Shares issued under the Orica DRP 22-Dec-22 1,332,377 14.97 19.9 Shares issued under the Orica DRP 3-Jul-23 1,351,296 15.20 20.5 On market share repurchase (14.1) Deferred shares issued to settle Short-Term Incentive 4.6 Shares issued under the Orica GEESP1 0.6 Balance at the end of the year 30-Sep-23 455,491,558 3,421.2 On market share repurchase (25.0) Shares issued under the Orica DRP 18-Dec-23 1,258,177 15.58 19.5 Deferred shares issued to settle Long-Term Incentive 6.0 Deferred shares issued to settle Short-Term Incentive 4.4 Shares issued under the Orica GEESP1 0.7 Shares issued under the institutional share placement, net of cost 27-Feb-24 25,252,526 15.84 393.8 Shares issued under share purchase plan, net of cost 25-Mar-24 4,103,534 15.84 61.3 Shares issued under the Orica DRP 3-Jul-24 904,504 18.35 16.6 Balance at the end of the year 30-Sep-24 487,010,299 3,898.5 1. General employee exempt share plan (GEESP). Issued shares have no par value. Orica Limited Annual Report 2024 75 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 4. Contributed equity and reserves (continued) (b) Reserves Recognition and measurement Foreign currency translation reserve Records the foreign currency differences arising from the translation of foreign operations. The relevant portion of the reserve is recognised in the income statement when the foreign operation is disposed of. Cash flow hedge reserve Represents the cumulative net change in the fair value of cash flow hedging instruments related to hedged transactions that have not yet occurred. Other reserves Other reserves represent share-based payments reserves and equity reserves arising from the purchase of non-controlling interests, as well as unrealised gains in fair value of financial assets. (c) Dividends Consolidated 2024 $m 2023 $m Dividends paid or declared in respect of the year ended 30 September were: Ordinary shares interim dividend of 18.0 cents per share, unfranked, paid 3 July 2023 81.7 interim dividend of 19.0 cents per share, unfranked, paid 3 July 2024 92.3 final dividend of 22.0 cents per share, unfranked, paid 22 December 2022 99.6 final dividend of 25.0 cents per share, unfranked, paid 18 December 2023 113.8 Dividends paid in cash or satisfied by the issue of shares under the dividend reinvestment plan (DRP) during the year were as follows: paid in cash 170.0 140.9 DRP – satisfied by issue of shares 36.1 40.4 Total dividends paid 206.1 181.3 For the financial year ended 30 September 2024, the Directors declared the following dividend: Final dividend on ordinary shares of 28.0 cents per share, unfranked, payable 23 December 2024. The financial effect of the final dividend on ordinary shares has not been brought to account in the financial statements for the year ended 30 September 2024, however will be recognised in the 2025 financial statements. Franking credits Franking credits available for subsequent periods based on a tax rate of 30 per cent is nil (2023: nil). Annual Report 2024 76 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) Section C. Operating Assets and Liabilities This section highlights current year drivers of the Group’s operating and investing cash flows, together with the key operating assets used and liabilities incurred to support financial performance. 5. Working capital (a) Trade working capital Trade working capital includes inventories, receivables and payables that arise from normal trading conditions. The Group continuously looks to improve working capital efficiency in order to maximise operating cash flow. Consolidated Notes 2024 $m 2023 $m Inventories (a)(i) 868.9 868.1 Trade receivables (a)(ii) 785.0 759.2 Trade payables (a)(iii) (1,050.2) (984.5) Trade working capital 603.7 642.8 (a)(i) Inventories The classification of inventories is detailed below: Consolidated 2024 $m 2023 $m Raw materials 300.9 296.8 Work in progress 2.0 0.6 Finished goods 566.0 570.7 868.9 868.1 Recognition and Measurement Inventories are measured at the lower of cost and net realisable value. Cost is based on a first-in first-out or weighted average basis. For manufactured goods, cost includes direct material and fixed overheads based on normal operating capacity. Inventories have been shown net of provision for impairment of $63.6 million (2023: $62.2 million). (a)(ii) Trade receivables The ageing of trade receivables and allowance for impairment is detailed below: Consolidated Consolidated 2024 Gross $m 2024 Allowance $m 2023 Gross $m 2023 Allowance $m Not past due 713.8 – 711.1 – Past due 0 – 30 days 62.6 – 46.0 – Past due 31 – 120 days 14.9 (6.3) 20.3 (18.2) Past 120 days 19.9 (19.9) 22.1 (22.1) 811.2 (26.2) 799.5 (40.3) Allowance for trade receivables is recognised in the income statement through purchased services and other expenses. Orica Limited Annual Report 2024 77 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 5. Working capital (continued) Recognition and measurement The collectability of trade and other receivables is assessed continuously, specific allowances are made for any doubtful trade and other receivables based on a review of all outstanding amounts at year end. The Group utilises a simplified approach for expected credit losses which considers both quantitative information from historic credit losses together with qualitative information on different customer/debtor profiles and segments. The net carrying amount of trade and other receivables approximates their fair values. A risk assessment process is used for all accounts, with a stop credit process in place for most long overdue accounts. (a)(iii) Trade payables Recognition and measurement Trade and other payables are recognised when the Group is required to make future payments as a result of the purchase of goods or services provided prior to the end of the reporting period. The carrying amount of trade payables approximates their fair values due to their short-term nature. (b) Non-trade working capital Non-trade working capital includes all other receivables and payables not related to the purchase of goods and is recognised net of provisions for impairment of $31.0 million (2023: $23.0 million). Accounting judgements and estimates In the course of normal trading activities, management uses its judgement in establishing the carrying value of various elements of working capital – principally inventory and accounts receivable. Provisions are established for obsolete or slow-moving inventories. Actual expenses in future periods may be different from the provisions established and any such differences would impact future earnings of the Group. 6. Provisions Consolidated 2024 $m 2023 $m Current Employee entitlements 128.2 117.0 Environmental and decommissioning1,2,3 66.2 66.6 Restructuring3 25.8 – Other 32.1 68.3 252.3 251.9 Non-current Employee entitlements 21.9 17.7 Defined benefit obligations (see note 19b) 70.0 74.3 Environmental and decommissioning1,2,3 227.1 213.0 Other 29.3 5.6 348.3 310.6 1. Payments of $30.0 million (2023: $41.9 million) were made during the year in relation to environmental and decommissioning provisions. 2. Net provision increases of $44.7 million (2023: increases of $1.4 million) have been recognised in the income statement during the period. Provision decreases of $0.9 million (2023: increase of $12.7 million) have been capitalised as a part of the carrying value of property, plant and equipment. 3. Refer to note 1(e). Annual Report 2024 78 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 6. Provisions (continued) The total environmental and decommissioning provision comprises: Consolidated 2024 $m 2023 $m Botany groundwater remediation 198.2 169.1 Initiating systems network optimisation 22.5 23.3 Burrup decommissioning 20.8 24.9 Botany (HCB) waste 10.8 13.8 Deer Park remediation 6.5 6.7 Other provisions 34.5 41.8 Total 293.3 279.6 Recognition and Measurement Employee entitlements A liability for employee entitlements is recognised for the amount expected to be paid where the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and that obligation can be reliably measured. Decommissioning In certain circumstances, the Group has an obligation to dismantle and remove an asset and to restore the site on which it is located. The present value of the estimated costs of dismantling and removing the asset and restoring the site on which it is located are recognised as a depreciable asset with a corresponding provision being raised where a legal or constructive obligation exists. At each reporting date, the liability is remeasured in line with changes in discount rates, timing and estimated cash flows. Any changes in the liability are added to or deducted from the related asset, other than the unwinding of the discount which is recognised as a finance cost. Environmental As a result of historical and current operations, certain sites owned or used by the Group will require future remediation activities to address environmental contamination. Estimated costs for the remediation of soil, groundwater and untreated waste are recognised as a provision when: • There is a present legal or constructive obligation to remediate • A probable outflow of economic resources will occur to undertake the remediation, and • The associated costs can be reliably estimated. Where future expenditure is expected to meet the recognition and measurement criteria of an asset (as described in Note 7), a provision is recognised only to the extent of the performance of the obligation (i.e. when costs are incurred by the Group). Where the cost relates to the enhancement of land which is expected to be sold (e.g. where the Group no longer has ongoing operations), then the costs are assessed for recognition as an asset taking into consideration the nature and extent of the activities and also the expected sales proceeds compared to the sum of the current book value of the land and the estimated total costs. Any costs which result in the total carrying value exceeding the expected proceeds on sale are expensed. The amount of each provision reflects the best estimate of the expenditure required to settle each respective obligation having regard to a range of potential scenarios, input from subject matter experts on appropriate remediation techniques and relevant technological advances. Orica Limited Annual Report 2024 79 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 6. Provisions (continued) Critical accounting judgements and estimates Environmental provisions for other sites Judgement is required in determining whether a constructive obligation to remediate environmental contamination exists. The Group considers that a constructive obligation exists where there is a current risk to human health or the environment arising from environmental contamination; or where an expectation has been established with a third party (including regulators, employees, neighbours or other stakeholders) that remediation activities will be undertaken. Where an obligation (legal or constructive) exists, further judgement is necessary to determine the future expenditure required to settle the obligation. This is due to uncertainties in assumptions regarding the nature or extent of the contamination, the nature of the remedial solution deployed and its effectiveness, the application of relevant laws or regulations and the information available at certain locations where Orica no longer controls the site. Changes in these assumptions may impact future reported provisions. Subject to those factors and taking into consideration experience gained to date regarding environmental matters of a similar nature, Orica considers that the provision balances are appropriate based on currently available information. Changes in the assumptions noted above may result in costs incurred in future periods being greater than or less than amounts provided. Environmental provisions are reviewed bi-annually taking into account any material changes to facts or circumstances which would be expected to impact the valuation of the provision. Botany groundwater remediation Orica’s historical operations at the Botany Industrial Park resulted in contamination of the soil and groundwater. Due to the complex nature of the chemicals involved and its distribution e.g. Dense Non-Aqueous Phase Liquid (DNAPL), the lack of known practical remediation approaches and the unknown scale of the contamination, a practical solution to completely remediate the contamination has not been found. Orica continues to work in close cooperation with the New South Wales (NSW) Environmental Protection Authority (EPA) to address the contamination. Orica has a current obligation to contain and mitigate the effects of the contamination on the groundwater at the site. Orica and the NSW EPA entered into a Voluntary Management Proposal to contain groundwater contamination while an effective remediation approach to the DNAPL source contamination is identified (refer to contingent environmental liabilities section below). Our analysis indicates that the cessation of groundwater extraction using the groundwater treatment plant is possible by 2036. After this period, Orica anticipates that the contamination levels will be materially below current levels and will be able to be managed through natural attenuation or less intensive technologies. Contingent environmental liabilities In addition to the obligations for which an environmental provision has been recognised, certain sites may require future remediation activities to address environmental contamination. Where the criteria for recognition of a provision are not met, a contingent liability may exist in the following circumstances: • Sites where known contamination exists but does not pose a current threat to human health or the environment and there is no current legal or regulatory requirement to remediate. Orica has a possible obligation for remediation which may be confirmed by future events and the likelihood of a future outflow of resources is not remote, or • Sites where contamination is known or likely to exist and it is probable that a future outflow of resources will occur, however the financial impact cannot be reliably measured due to uncertainties related to the extent of Orica’s remediation obligations or the remediation techniques that may be utilised. Any costs associated with these matters are expensed as incurred. Information regarding each class of contingent liability is set out below. Annual Report 2024 80 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 6. Provisions (continued) Botany – remediation of source contamination Specifically related to the remediation of DNAPL source contamination a reliable estimate of the costs to complete remediation is not possible given the lack of proven remediation techniques that can be effectively deployed at the site and uncertainty of the scale of the DNAPL contamination. Other sites Contingent liabilities exist with respect to a number of other sites owned or used by Orica where future remediation may be required and possible obligations exist. Orica’s obligations with respect to these sites will be confirmed by future events and are subject to the following uncertainties regarding the amount and timing of future outflows: • Orica’s future decisions regarding the use of the site including the timing of any changes to the current use • The requirements of laws and regulations at an unknown future point in time and the outcome of discussions with regulators at that time • The nature and extent of environmental remediation required at a future point in time, and • The availability and determination of solutions to address identified environmental issues and the cost and duration of the method selected. Depending on the outcome of these factors, Orica may be required to incur expenditure to prevent or remediate environmental contamination. Due to the uncertainties described above, it is not practicable to estimate the financial effect of the possible future outflows. 7. Property, plant and equipment Owned assets Leased assets Consolidated Land, buildings and improvements $m Machinery, plant and equipment $m Land, buildings and improvements $m Machinery, plant and equipment $m Total $m 2023 Cost 1,022.6 5,755.4 250.8 294.0 7,322.8 Accumulated impairment losses (71.3) (336.7) (0.6) (0.3) (408.9) Accumulated depreciation (430.5) (2,852.3) (121.1) (149.7) (3,553.6) Total carrying value 520.8 2,566.4 129.1 144.0 3,360.3 Movement Carrying amount at the beginning of the year 515.1 2,352.8 128.8 85.6 3,082.3 Additions 1.0 417.1 26.9 108.4 553.4 Additions through acquisitions of entities (see note 14) 0.5 24.0 – – 24.5 Disposals (1.9) (9.4) (4.6) (0.3) (16.2) Transfers between property, plant & equipment and intangible assets 22.8 (29.6) – (0.1) (6.9) Depreciation expense (26.0) (233.8) (24.4) (53.0) (337.2) Revaluation of capitalised provisions – 12.7 – – 12.7 Foreign currency exchange differences 9.3 32.6 2.4 3.4 47.7 Carrying amount at the end of the year 520.8 2,566.4 129.1 144.0 3,360.3 Orica Limited Annual Report 2024 81 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) Owned assets Leased assets Consolidated Land, buildings and improvements $m Machinery, plant and equipment $m Land, buildings and improvements $m Machinery, plant and equipment $m Total $m 2024 Cost 998.9 6,216.5 236.3 334.7 7,786.4 Accumulated impairment losses (71.3) (343.9) (0.6) (0.3) (416.1) Accumulated depreciation (423.7) (3,045.3) (116.4) (157.5) (3,742.9) Total carrying value 503.9 2,827.3 119.3 176.9 3,627.4 Movement Carrying amount at the beginning of the year 520.8 2,566.4 129.1 144.0 3,360.3 Additions 0.3 435.0 19.0 101.5 555.8 Additions through acquisitions of entities (see note 14) 24.1 338.6 10.1 9.6 382.4 Disposals (16.3) (88.3) (6.1) (9.0) (119.7) Transfers between property, plant & equipment and intangible assets 41.6 (41.8) – – (0.2) Depreciation expense (27.1) (271.6) (25.9) (59.7) (384.3) Impairment expense – (7.2) – – (7.2) Revaluation of capitalised provisions – (0.9) – – (0.9) Foreign currency exchange differences (39.5) (102.9) (6.9) (9.5) (158.8) Carrying amount at the end of the year 503.9 2,827.3 119.3 176.9 3,627.4 Capital expenditure commitments Capital expenditure on property, plant and equipment and business acquisitions contracted for but not provided for and payable no later than one year was $106.7 million (2023: $141.0 million) and later than one but less than five years was $11.5 million (2023: $6.7 million). Recognition and Measurement Property, plant and equipment is stated at cost less accumulated depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of the item and includes capitalised interest. Subsequent costs are capitalised only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The right of use asset at initial recognition reflects the lease liability adjusted for any lease payments made before the commencement date plus any make good obligations and initial direct costs incurred (refer to note 3). The leases recognised by the Group under AASB 16 Leases predominantly relate to property leases including offices and storage together with plant and equipment leases including vehicles and rail cars. Accounting judgements and estimates Management reviews the appropriateness of useful lives of assets at least annually. Any adjustments to useful lives may impact future depreciation rates and asset carrying values. Depreciation is recorded on a straight-line basis using the following useful lives: Owned assets Right of use assets – leased Land Indefinite 1 to 70 years Buildings and improvements 25 to 40 years 1 to 20 years Machinery, plant and equipment 3 to 40 years 1 to 15 years 7. Property, plant and equipment (continued) Annual Report 2024 82 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 8. Intangible assets Consolidated Goodwill $m Patents, brands, trademarks and rights $m Software and product development costs $m Customer relationships and other $m Total $m 2023 Cost 1,445.2 234.2 444.9 116.1 2,240.4 Accumulated impairment losses (381.7) – (114.5) – (496.2) Accumulated amortisation – (124.5) (189.9) (23.4) (337.8) Net carrying amount 1,063.5 109.7 140.5 92.7 1,406.4 Movement Carrying amount at the beginning of the year 877.0 116.6 136.1 13.2 1,142.9 Additions – 0.1 20.9 – 21.0 Additions through acquisitions of entities (see note 14) 176.8 6.0 8.0 86.0 276.8 Transfers between property, plant & equipment and intangible assets – – 6.9 – 6.9 Amortisation expense – (13.6) (34.7) (7.0) (55.3) Foreign currency exchange differences 9.7 0.6 3.3 0.5 14.1 Carrying amount at the end of the year 1,063.5 109.7 140.5 92.7 1,406.4 2024 Cost 2,534.1 227.4 474.6 188.7 3,424.8 Accumulated impairment losses (381.7) – (114.5) – (496.2) Accumulated amortisation – (133.3) (190.4) (33.0) (356.7) Net carrying amount 2,152.4 94.1 169.7 155.7 2,571.9 Movement Carrying amount at the beginning of the year 1,063.5 109.7 140.5 92.7 1,406.4 Additions – – 21.1 – 21.1 Additions through acquisitions of entities (see note 14) 1,169.0 2.7 35.0 78.3 1,285.0 Transfers between property, plant & equipment and intangible assets – – (0.7) 0.9 0.2 Amortisation expense – (14.4) (22.3) (10.9) (47.6) Foreign currency exchange differences (80.1) (3.9) (3.9) (5.3) (93.2) Carrying amount at the end of the year 2,152.4 94.1 169.7 155.7 2,571.9 Recognition and measurement Unidentifiable intangibles – goodwill Where the fair value of the consideration paid for a business acquisition exceeds the fair value of the identifiable assets, liabilities and contingent liabilities acquired, the difference is treated as goodwill. Goodwill is not amortised but the recoverable amount is tested for impairment at least annually. Orica Limited Annual Report 2024 83 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 8. Intangible assets (continued) Identifiable intangibles Software and product development costs are capitalised only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Group intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, they are recognised in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost less accumulated amortisation and any accumulated impairment losses. Identifiable intangible assets with a finite life are amortised on a straight-line basis over their expected useful life to the Group, being up to thirty years. Expenditure on intangible assets is capitalised only when it increases the future economic benefits of the specific asset to which it relates and which the Group controls (therefore excluding Software as a Service). All other expenditure is expensed as incurred. Accounting judgements and estimates Management reviews the appropriateness of useful lives of intangible assets at least annually, any changes to useful lives may affect prospective amortisation rates and asset carrying values. 9. Impairment testing of assets Recognition and measurement Methodology Formal impairment tests are carried out annually for goodwill. In addition, formal impairment tests for all non-financial assets are performed when there is an indication of impairment. The Group conducts an internal review of asset values at each reporting period, which is used as a source of information to assess for any indications of impairment. External factors, such as changes in expected future prices, costs and other market factors, are also monitored to assess for indications of impairment. If any such indication exists, an estimate of the asset’s recoverable amount is calculated. The recoverable amount is determined using the higher of value in use or fair value less costs to dispose. Value in use is the present value of the estimated future cash flows expected to arise from the continued use of the asset in its present form and its eventual disposal. Value in use is determined by applying assumptions specific to the Group’s continued use and does not consider future development. The value in use calculations use cash flow projections which do not exceed five years based on actual operating results and the operating budgets approved by the Board of Directors. Cash flows beyond the five-year period are extrapolated using the estimated growth rates stated in the table below. Growth rates are specific to individual cash-generating units (CGUs) and reflect expected future market and economic conditions. Fair value less costs to dispose is the value that would be received in exchange for an asset in an orderly transaction. The discount rates applied to the post-tax cash flows are derived using the weighted average cost of capital methodology. Adjustments to the rates are made for any risks that are not reflected in the underlying cash flows, including country risk. The terminal growth rate was determined based on management’s estimate of the long-term compound annual EBIT growth rate. In testing for indications of impairment and performing impairment calculations, assets are considered as collective groups and referred to as CGUs. CGUs are the smallest identifiable group of assets, liabilities and associated goodwill that generate cash inflows that are largely independent of the cash inflows from other assets or groups of assets with each CGU being no larger than a segment. CGUs to which goodwill has been allocated are aggregated so that the level at which impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting purposes. The test of goodwill and its impairment is undertaken at the reportable segment level, except for the Pilbara CGU which contains the joint operation with Yara International ASA Group. The capital outflows required to meet the Group’s 2030 greenhouse gas emissions reduction target have been incorporated into the cash flows. As part of the Group’s FY2024 Climate Action Report (CAR) and Task Force on Climate-related Financial Disclosures (TCFD) reporting, an assessment of climate-related risks and scenario analysis was performed but did not identify a risk of impairment at this time. As the Group’s financial and non-financial reporting develops and quantitative analysis is performed, financial implications will continue to be considered and built into future cash flow assumptions. If there is an indicator that a previously recognised impairment loss no longer exists or has decreased, recoverable amount of the relevant asset or CGU is estimated. If there has been a change in the estimates used to determine an asset’s recoverable amount since an impairment loss was recognised, the carrying value of the asset is increased to its recoverable amount (limited to the amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years). Any reversal is recognised in the consolidated income statement with an adjustment to depreciation in future periods to allocate the asset’s revised carrying value, less any residual value, on a systematic basis over its remaining useful life. The Group does not reverse impairments recognised for goodwill. Annual Report 2024 84 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 9. Impairment testing of assets (continued) Key assumptions Post-tax discount rates 2024 % Weighted average post-tax discount rates 2024 % Terminal growth rates 2024 % Weighted average terminal growth rate 2024 % Goodwill 2024 $m Blasting Solutions Australia Pacific & Asia 8.6-16.0 9.4 0.0-6.5 2.3 362.5 Pilbara 8.6 8.6 2.3 2.3 – North America 7.6 7.6 2.1 2.1 163.9 Latin America 9.1-11.3 9.6 1.4-4.0 2.6 124.6 Europe, Middle East & Africa 7.4-31.0 11.1 0.7-8.5 3.0 – Specialty Mining Chemicals 7.6-8.6 8.0 2.1-2.3 2.2 766.9 Digital Solutions 7.6-8.6 8.4 1.7-2.3 2.1 734.5 Total 2,152.4 Post-tax discount rates 2023 % Weighted average post-tax discount rates 2023 % Terminal growth rates 2023 % Weighted average terminal growth rate 2023 % Goodwill 2023 $m Blasting Solutions Australia Pacific & Asia 8.5-14.9 9.4 0.0-6.4 2.2 404.2 Pilbara 8.8 8.8 2.3 2.3 – North America 7.9 7.9 2.1 2.1 170.4 Latin America 7.9-13.0 9.6 1.5-4.0 3.0 171.2 Europe, Middle East & Africa 7.6-21.4 11.4 0.7-14.5 3.4 – Digital Solutions 8.8 8.8 2.3 2.3 317.7 Total 1,063.5 Critical accounting judgements and estimates The value in use calculations used to estimate the recoverable value of cash generating units rely on the following critical accounting judgements and estimates: • Forecast operating cashflows attributable to each cash generating unit from FY2025 to FY2029. • Discount rates used to estimate the present value of future cashflows. • Terminal growth rates used to estimate future cashflows beyond the forecast period. 2024 Latin America Based on the latest projected cash flows of the Group, the value in use of Latin America exceeds carrying value by approximately $127.8 million. The recoverable amount of the Latin America cash generating unit was based on a value in use model. The key assumptions underlying the value in use calculations are as follows: • Growth in post-tax cashflows of $25.0 million from FY25 to FY29. This is reliant on achieving future growth in earnings primarily due to delivery of new technologies and value add services and growth in future facing commodities. • A weighted average terminal growth in line with local country economic forecasts of 2.6%. • A weighted average post-tax discount rate of 9.6%. Management has identified that a reasonably possible change in the growth in post-tax cash flows of $11.2 million across the forecast period could, in the absence of other factors, cause the carrying amount to exceed its recoverable amount. Orica Limited Annual Report 2024 85 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) Section D. Managing Financial Risks Orica’s Review of Operations and Financial Performance highlights funding and other treasury matters as material business risks that could adversely affect the achievement of future business performance. This section discusses the principal market and other financial risks the Group is exposed to and the risk management program, which seeks to mitigate these risks and reduce the volatility of Orica’s financial performance. 10. Financial risk management Financial risk factors Financial risk management is carried out centrally by the Group’s Treasury function under policies approved by the Board. The Group’s principal financial risks are associated with: • Interest rate risk (note 10a) • Foreign exchange risk (note 10b) • Commodity pricing risk (note 10c) • Credit risk (note 10d), and • Liquidity risk (note 10e). (a) Interest rate risk Interest rate risk refers to the risk that the value of a financial instrument or cash flows associated with the instrument will fluctuate due to changes in market interest rates. The Group is primarily exposed to interest rate risk on outstanding interest bearing liabilities. Non-derivative interest bearing assets are predominantly short-term liquid assets. Interest bearing liabilities issued at fixed rates expose the Group to a fair value interest rate risk while borrowings issued at a variable rate give rise to a cash flow interest rate risk. Interest rate risk on long-term interest bearing liabilities is managed by adjusting the ratio of fixed interest debt to variable interest debt. This is managed within policies determined by the Board via the use of interest rate swaps and cross currency interest rate swaps. As at September 2024, fixed rate borrowings after the impact of interest rate swaps and cross currency swaps were $1,443.6 million (2023: $1,305.0 million), representing a fixed/floating split of 66 per cent and 34 per cent respectively (2023: 63 per cent and 37 per cent). Interest rate sensitivity A 10 per cent movement in interest rates without management intervention would have a $5.7 million (2023: $4.0 million) impact on profit before tax and a $3.8 million (2023: $3.4 million) impact on shareholders’ equity. (b) Foreign exchange risk (i) Foreign exchange risk – transaction Foreign exchange risk refers to the risk that the value of a financial commitment, recognised asset, liability or cash flow will fluctuate due to changes in foreign currency rates. The Group is exposed to foreign exchange risk due to foreign currency cash, borrowings and sales and/or purchases denominated, either directly or indirectly, in currencies other than the functional currencies of the Group’s subsidiaries. Foreign exchange risk on foreign currency borrowings is managed using cross currency swaps and forward foreign exchange contracts. As at September 2024, the notional balance of derivative contracts hedging foreign currency debt was $893.8 million (2023: $1,197.8 million). In regard to foreign currency risk relating to sales and purchases, the Group may hedge up to 100 per cent of committed exposures utilising a declining percentage over time methodology. Only exposures that can be forecast to a high probability are hedged. Transactions can be hedged for up to five years. The derivative instruments used for hedging purchase and sale exposures are bought vanilla option contracts and forward exchange contracts. Forward exchange contracts may be used only under Board policy for committed exposures and anticipated exposures expected to occur within 12 months. Bought vanilla option contracts may be used for all exposures. These contracts are designated as cash flow hedges and are recognised at their fair value. At reporting date, Orica held foreign exchange contracts with a fair value loss of $16.1 million (2023: fair value loss of $0.8 million) predominately related to hedging of intercompany loans. Annual Report 2024 86 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 10. Financial risk management (continued) Foreign exchange sensitivity The table below shows the Group’s main exposure to foreign currency transaction risk (Australian dollar equivalent) and the effect on profit or loss and equity had exchange rates been 10 per cent higher or lower than the year end rate with all other variables held constant. The analysis takes into account all underlying exposures and related hedges but not the impact of any management actions that might take place if these events occurred. 2024 USD $m IDR $m CAD $m EUR $m Cash and cash equivalents 189.9 30.8 0.1 31.8 Trade and other receivables 344.0 41.7 – 7.2 Trade and other payables (386.3) (7.5) (7.7) (21.9) Interest bearing liabilities (1,394.9) (19.7) (138.0) (64.1) Net derivatives 1,447.0 – 132.2 56.2 Net exposure 199.7 45.3 (13.4) 9.2 Effect on profit/(loss) before tax If exchange rates were 10% lower 15.4 5.0 (1.5) 0.9 If exchange rates were 10% higher (12.6) (4.1) 1.2 (0.7) Increase/(decrease) in equity If exchange rates were 10% lower 15.5 3.5 (1.0) 0.7 If exchange rates were 10% higher (12.7) (2.9) 0.9 (0.6) 2023 USD $m IDR $m CAD $m EUR $m Cash and cash equivalents 296.5 51.4 0.1 27.1 Trade and other receivables 275.0 43.7 – 6.1 Trade and other payables (372.2) (7.9) (2.7) (21.7) Interest bearing liabilities (1,587.1) (20.3) (44.6) (43.5) Net derivatives 1,531.1 – 44.9 39.2 Net exposure 143.3 66.9 (2.3) 7.2 Effect on profit/(loss) before tax If exchange rates were 10% lower 9.8 7.4 (0.3) 0.5 If exchange rates were 10% higher (8.0) (6.1) 0.2 (0.4) Increase/(decrease) in equity If exchange rates were 10% lower 11.1 5.2 (0.2) 0.6 If exchange rates were 10% higher (9.1) (4.3) 0.2 (0.5) (ii) Foreign currency risk – translation Foreign currency earnings translation risk arises primarily as a result of earnings generated by foreign operations with functional currencies being translated into AUD. Derivative contracts to hedge earnings exposures do not qualify for hedge accounting under Australian Accounting Standards. Board approved policy allows hedging of this exposure in order to reduce the volatility of full year earnings resulting from changes in exchange rates. At reporting date, Orica held no derivative contracts to hedge earnings exposures (2023: nil). Foreign currency net investment translation risk arises as a result of translating the balance sheet of foreign operations from functional currency into AUD. Hedging of foreign investment exposures is undertaken primarily through originating debt in the functional currency of the foreign operation, or by raising debt in a different currency and swapping the debt to the currency of the foreign operation using derivative financial instruments. The remaining translation exposure is managed, where considered appropriate, using forward foreign exchange contracts, or cross currency interest rate swaps. As at reporting date, 22.5 per cent of the Group’s net investment in foreign operations was hedged (2023: 21.2 per cent). Orica Limited Annual Report 2024 87 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 10. Financial risk management (continued) (c) Commodities pricing risk Commodities pricing risk refers to the risk that Orica’s profit or loss will fluctuate due to changes in commodities prices. Natural gas and ammonia are the primary feedstocks in Orica’s production process. Orica manages its contract portfolio so that on a mass balance basis it seeks to maintain a low risk position across the contract cycle such that material input cost variations are passed through to customers in price variations through rise and fall adjustments contained in all significant contracts. The Group may enter into derivative contracts to hedge commodities pricing risk that is not eliminated via contractual or other commercial arrangements. In FY2022, Orica executed a Power Purchase Agreement (PPA) to source renewable energy for Kooragang Island for 10 years commencing FY2025. At reporting date, the fair value of the PPA was $18.2 million loss (2023: $2.8 million loss). The following table summarises the impact of changes to the key unobservable inputs on the fair value of the PPA for 2024: Key unobservable inputs Range of inputs Relationship of key unobservable inputs to fair value Forward electricity price +/-20% A change in the electricity price by +/-20% would increase/decrease the fair value by $8.9 million. (d) Credit risk Credit risk represents the loss that would be recognised if counterparties failed to meet their obligations under a contract or arrangement. The Group is exposed to credit risk from trade and other receivables and financial instrument contracts. The credit-worthiness of customers is reviewed prior to granting credit, using trade references and credit reference agencies. Credit limits are established and monitored for each customer, and these limits represent the highest level of exposure that a customer can reach. Trade credit insurance may be purchased when required. The Group manages bank counterparty risk by ensuring that actual and potential exposure is monitored daily against counterparty credit limits, which have been assigned based on counterparty credit ratings. The Group does not hold any credit derivatives to offset its credit exposures. Orica’s maximum exposure to credit risk as at 30 September is the carrying amount, net of impairment, of the financial assets as detailed in the table below: Financial assets 2024 $m 2023 $m Cash and cash equivalents 580.7 1,152.1 Derivative assets 15.3 50.4 Trade and other receivables 996.1 964.4 Total 1,592.1 2,166.9 (e) Liquidity risk Liquidity risk arises from the possibility that there will be insufficient funds available to make payment as and when required. The Group manages this risk via: • Maintaining an adequate level of undrawn committed facilities in various currencies that can be drawn upon at short notice • Using instruments that are readily tradeable in the financial markets • Monitoring duration of long-term debt • Spreading, to the extent practicable, the maturity dates of long-term debt facilities, and • Comprehensively analysing all forecast inflows and outflows that relate to financial assets and liabilities. Annual Report 2024 88 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 10. Financial risk management (continued) Facilities available and the amounts drawn and undrawn are as follows: 2024 $m 2023 $m Unsecured bank overdraft facilities Unsecured bank overdraft facilities available 39.7 41.9 Amount of facilities undrawn 39.7 41.9 Committed standby and loan facilities Committed standby and loan facilities available 3,647.2 3,550.1 Amount of facilities unused 1,391.6 1,466.7 The bank overdrafts are payable on demand and are subject to an annual review. The repayment dates of the committed standby and loan facilities range from 27 May 2025 to 16 October 2032 (2023: 27 May 2024 to 16 October 2032). The contractual maturity of the Group’s financial liabilities including estimated interest payments as at 30 September are shown in the table below. The amounts shown represent the future undiscounted principal and interest cash flows and therefore differ from the carrying amount on the balance sheet: 2024 1 year or less $m 1 to 2 years $m 2 to 5 years $m Over 5 years $m Contractual cash flows $m Carrying amount $m Non derivative financial liabilities Interest-bearing liabilities, excluding lease liabilities 407.9 213.7 1,026.2 1,148.6 2,796.4 2,198.4 Lease liabilities 90.6 73.7 130.4 113.3 408.0 322.6 Trade and other payables 1,599.4 9.3 – – 1,608.7 1,608.7 Derivative financial liabilities Inflows (1,353.5) (30.1) (375.7) (543.3) (2,302.6) – Outflows 1,392.2 46.9 426.9 561.5 2,427.5 96.6 Total 2,136,6 313.5 1,207.8 1,280.1 4,938.0 4,226.3 2023 1 year or less $m 1 to 2 years $m 2 to 5 years $m Over 5 years $m Contractual cash flows $m Carrying amount $m Non derivative financial liabilities Interest-bearing liabilities, excluding lease liabilities 110.4 207.8 869.2 1,676.6 2,864.0 2,075.4 Lease liabilities 87.4 65.6 117.6 116.9 387.5 296.8 Trade and other payables 1,549.4 40.0 – – 1,589.4 1,589.4 Derivative financial liabilities Inflows (643.9) (22.8) (70.2) (606.5) (1,343.4) – Outflows 663.1 38.0 118.2 594.8 1,414.1 63.5 Total 1,766.4 328.6 1,034.8 1,781.8 4,911.6 4,025.1 Orica Limited Annual Report 2024 89 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 10. Financial risk management (continued) Fair value measurement The balance sheet includes financial assets and financial liabilities that are measured at fair value. These fair values are categorised into hierarchy levels that are representative of the inputs used in measuring the fair value. Valuation method Level 1 – uses quoted prices for identical instruments in active markets. Level 2 – uses inputs for the asset or liability other than quoted prices that are observable either directly or indirectly. Level 3 – uses valuation techniques where one or more significant inputs are based on unobservable market data. At reporting date, other assets and other liabilities on the balance sheet included an equity investment in the ASX listed company Alpha HPA (2024: $63.8 million, 2023: $34.9 million) valued at the quoted market price and categorised as level 1, derivatives (2024: $63.1 million net liability, 2023: $10.2 million net liability) carried at fair value and categorised as Level 2 as the inputs are observable, and a renewable electricity PPA categorised as Level 3 as the electricity forward prices cannot be forecasted using observable market data. Valuation techniques include, where applicable, reference to prices quoted in active markets, discounted cash flow analysis, fair value of recent arm’s length transactions involving the same instruments or other instruments that are substantially the same, and option pricing models. Changes in default probabilities are included in the valuation of derivatives using credit and debit valuation adjustments. 2024 2023 Derivative financial instruments Current $m Non-Current $m Current $m Non-Current $m Derivative assets Designated as a hedge of interest-bearing liabilities – 11.6 – 46.4 Other 3.7 – 4.0 – Total 3.7 11.6 4.0 46.4 Derivative liabilities Designated as a hedge of interest-bearing liabilities – (58.6) – (56.0) Power purchase agreements – (18.2) – (2.8) Other (19.8) – (4.7) – Total (19.8) (76.8) (4.7) (58.8) The fair values of forward exchange contracts, cross currency interest rate swaps and interest rate swaps and other financial liabilities measured at fair value are determined using valuation techniques which utilise data from observable markets. Assumptions are based on market conditions existing at each balance date. The fair value is calculated as the present value of the estimated future cash flows using an appropriate market- based yield curve, which is independently derived and representative of Orica’s cost of borrowings. The fair value of the PPA is determined using an electricity forecasting model created specifically for Orica for the valuation of the PPA, and key inputs used include the contract strike price, forecast electricity volumes, forward NSW electricity spot prices and the credit worthiness of the service provider. Key inputs into the model are provided by a third-party which are then reviewed by management to ensure consistency with the industry movements. There have been no reclassifications between Level 1 and Level 2 or changes in the valuation techniques applied the prior year. The following table presents the changes in the PPA fair value (level 3 instruments) for 2024: 2024 $m Level 3 Instruments 2023 $m Opening balance at 1 October 2023 (2.8) – Losses recognised in the income statement1 (15.4) (2.8) Closing balance at 30 September 2024 (18.2) (2.8) 1. Comprises unrealised losses recognised as raw materials and inventories in the income statement. Annual Report 2024 90 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 10. Financial risk management (continued) Financial assets and liabilities carried at amortised cost The fair value of cash and cash equivalents, trade and other receivables (note 5), and trade and other payables (note 5) approximates their carrying amount due to their short maturity. Interest bearing liabilities excluding lease liabilities have a carrying amount of $2,198.4 million (2023: $2,075.4 million including discontinued operations). The carrying amount of bank and other loans which are primarily short-term in nature approximates fair value. Private placement debt which is primarily long-term in nature has a carrying amount of $1,966.6 million (2023: $2,050.0 million) and a fair value of $1,943.2 million (2023: $1,957.1 million). Fair value of private placement debt is determined as the present value of future contracted cash flows discounted using standard valuation techniques at applicable market yields having regard to timing of cash flows. Offsetting financial assets and liabilities Financial assets and liabilities are offset and the net amount reported in the balance sheet where Orica currently has a legally enforceable right to offset the recognised amounts, and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. No financial assets or liabilities are currently held under netting arrangements. Orica has entered into derivative transactions under International Swaps and Derivatives Association (ISDA) master agreements that do not meet the criteria for offsetting but allow for the related amounts to be set-off in certain circumstances, such as the event of default. As Orica does not presently have a legally enforceable right of set-off, derivatives are presented on a gross basis on the balance sheet. Derivatives and hedge accounting The Group uses derivatives and other financial instruments to hedge its exposure to currency, interest rate and commodities pricing risk exposures arising from operational, financing and investing activities. Where applicable, these instruments are formally designated in hedge relationships as defined by AASB 9 Financial Instruments. To qualify for hedge accounting the Group formally designates and documents details of the hedge, risk management objective and strategy for entering into the arrangement and methodology used for measuring effectiveness. Hedge accounting relationships are categorised according to the nature of the risks being hedged: Hedge type Description Fair value hedge Hedges the change in fair value of recognised assets and liabilities. Cash flow hedge Hedges the exposure to variability in cash flows attributable to a particular risk associated with an asset, liability or highly probable forecast transaction. Net investment hedge Hedges the foreign currency translation exposure of the net assets of foreign operations. Critical terms of hedging instruments and hedged items are transacted to match on a 1:1 ratio by notional values. Matching critical terms enables economic offset thereafter to be determined qualitatively. Hedge ineffectiveness arises primarily from the counterparties’ and the Group’s own credit risk which is included in the fair value of the derivative hedge instrument but not the hedge item. During the current and prior financial years, there was no material impact on profit or loss resulting from hedge ineffectiveness. AASB 9 also allows certain costs of hedging to be deferred in equity. Gains or losses associated with ‘currency basis’ cost of hedging are deferred in the cash flow hedge reserve as they are not material for separate disclosure. The amounts are systematically released to the income statement to align with the hedged exposure. Effects of hedge accounting on financial position and performance Fair value and cash flow hedges The table below shows the carrying amounts of the Group’s private placement debt and the derivatives which are designated in fair value and/or cash flow hedge relationships to hedge them: • The carrying amount of the private placement debt includes foreign exchange remeasurements to year end rates and fair value adjustments when included in a fair value hedge • The breakdown of the hedging derivatives includes remeasurement of foreign currency notional values at year end rates, fair value movements due to interest rate risk, foreign currency cash flows designated into cash flow hedges, costs of hedging recognised in other comprehensive income and ineffectiveness recognised in the income statement, and • Hedged value represents the carrying amount of the private placement debt adjusted for the carrying amount of the designated derivatives. Orica Limited Annual Report 2024 91 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 10. Financial risk management (continued) Fair value of derivatives1 Carrying amount $m Foreign exchange notional at spot $m Fair value interest rate risk $m Balance in cash flow hedge reserve – gross of tax2 $m Recognised in income statement3 $m Total carrying amount liability/ (asset) $m Hedged value $m 2024 Private placement debt 1,966.6 (6.9) 39.9 16.9 (2.9) 47.0 2,013.6 2023 Private placement debt 2,050.0 (112.7) 103.0 21.3 (2.1) 9.5 2,059.5 1. Individual derivative transactions may be included in more than one hedge type designation. 2. Includes cost of hedging as defined by AASB 9 of $2.7 million (2023: $0.5 million). 3. Amounts recognised in the income statement are presented within financing costs. The timing of the cash flows for the hedging derivatives match the payment terms of the interest bearing liabilities, refer to note 10(e). Cash flow hedge reserve1 2024 $m 2023 $m Balance at 1 October 14.9 4.5 Changes in fair value – foreign currency risk on debt issued (4.1) (20.8) – other items 0.1 (0.1) Amount reclassified to profit or loss2 – foreign currency risk on debt issued (0.1) 34.8 – other items 0.1 0.9 Tax on movements on reserves during the year 1.2 (4.4) Balance at 30 September 12.1 14.9 1. Includes cost of hedging as defined by AASB 9 of $2.7 million (2023: $0.5 million). 2. Amounts reclassified from cash flow hedge reserve to profit or loss are recorded in financing costs in the income statement. Net investment hedges As at 30 September, hedging instruments designated in a net investment hedge consisted primarily of foreign currency debt and had a carrying amount of $943.9 million (2023: $779.1 million). During the period movements in the hedging instruments of $74.7 million gain (2023: $8.6 million loss) were recognised in the foreign currency translation reserve, with no ineffectiveness (2023: nil) recognised in the income statement. Annual Report 2024 92 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 10. Financial risk management (continued) Derivatives and hedge accounting – material accounting policies Valuation: Derivatives are measured at fair value at inception, and subsequently remeasured to fair value at each reporting date. Fair value hedges Cash flow hedges Net investment hedges Gains or losses on fair value movements of the financial instrument Recognised within financing costs in the income statement, together with gains or losses in relation to the hedged item attributable to the risk being hedged. The effective portion is recognised in other comprehensive income. The ineffective portion is recognised immediately within financing costs in the income statement. The effective portion is recognised in the foreign currency translation reserve in equity. The ineffective portion is recognised immediately in the income statement. Discontinuation of hedge accounting The cumulative gain or loss that has been recorded to the carrying amount of the hedged item is amortised to the income statement using the effective interest method. When a hedging instrument expires or is sold, terminated or exercised, or the entity revokes designation of the hedge relationship but the hedged forecast transaction is still expected to occur, the cumulative gain or loss at that point remains in equity. If the forecast transaction is no longer forecast to occur, the cumulative gain or loss is transferred immediately to the income statement. Amounts remain deferred in the foreign currency translation reserve and are subsequently recognised in the income statement in the event of disposal of the foreign operation. Derivatives not in a designated hedge arrangement Financial instruments that do not qualify for hedge accounting but remain economically effective, are accounted for as trading instruments. As at 30 September 2024 the Group has entered into a 10 year power-purchase agreement (PPA) commencing January 2025 and due to expire in December 2035. The PPA is a contract for difference (CfD) derivative financial instrument classified as non-current on the balance sheet. All other derivatives not in a designated hedge arrangement are classified as current on the balance sheet. All derivatives not in a designated hedge arrangement are stated at fair value, with any resultant gain or loss recognised within raw materials and inventories in the income statement. The Group policy is to not hold or issue financial instruments for speculative purposes. Orica Limited Annual Report 2024 93 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) Section E. Taxation This section outlines the taxes paid by Orica and the impact tax has on the financial statements. Orica has operations in more than 45 countries, with customers in more than 100 countries. In 2024, Orica paid $282.2 million (2023: $252.7 million) globally in corporate taxes and payroll taxes. Orica collected and remitted $136.6 million (2023: $157.1 million) globally in GST/VAT. As Orica operates in a number of countries around the world, it is subject to local tax rules in each of those countries. Orica’s tax rate is sensitive to the geographic mix of profits earned in different countries with different tax rates, as tax will be due in the country where the profits are earned. Many of the jurisdictions Orica has operations in have headline tax rates lower than 30 per cent. 11. Taxation (a) Income tax expense recognised in the income statement Consolidated 2024 $m 2023 $m Income tax expense Current year 125.9 195.6 Deferred tax 65.9 (70.0) (Over)/under provided in prior years (2.9) 6.2 Total income tax expense in income statement 188.9 131.8 (b) Reconciliation of income tax expense to prima facie tax payable Consolidated 2024 $m 2023 $m Income tax expense attributable to profit before individually significant items Profit from operations before individually significant items 628.4 554.4 Prima facie income tax expense calculated at 30% on profit 188.5 166.3 Tax effect of items which (decrease)/increase tax expense: variation in tax rates of foreign controlled entities (11.4) (4.4) tax (over)/under provided in prior years (2.9) 6.2 non-allowable interest deductions 0.7 5.8 non-creditable withholding taxes 10.5 8.0 recognition of previously unbooked temporary differences – (11.8) utilisation/(recognition) of unbooked prior year tax losses 2.3 (9.6) other (2.9) 5.7 Income tax expense attributable to profit before individually significant items 184.8 166.2 Income tax expense/(benefit) attributable to individually significant items Profit/(loss) from individually significant items 119.3 (171.2) Prima facie income tax expense/(benefit) calculated at 30% on individually significant items 35.8 (51.4) Tax effect of items which increase/(decrease) tax expense: variation in tax rates of foreign controlled entities 0.8 – profit on sale of Deer Park Stage 1 surplus land (46.1) – profit on sale of Yarraville land (5.3) – Axis Group acquisition earnout (8.0) 8.0 restructuring expense 14.5 – business acquisition costs 12.4 – loss on sale of Türkiye businesses – 21.2 loss on exit of Venezuela business – (12.2) Income tax expense/(benefit) attributable to gain/(loss) on individually significant items 4.1 (34.4) Income tax expense reported in the income statement 188.9 131.8 Annual Report 2024 94 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 11. Taxation (continued) (c) Income tax recognised in equity Consolidated 2024 2023 Before tax $m Tax (expense)/ benefit $m Net of tax $m Before tax $m Tax (expense)/ benefit $m Net of tax $m Exchange (loss)/gain on translation of foreign operations (401.6) 7.1 (394.5) 75.6 16.3 91.9 Net gain/(loss) on hedge of net investments in foreign subsidiaries 74.7 (22.4) 52.3 (8.6) 2.6 (6.0) Cash flow hedges – Effective portion of changes in fair value 4.0 (1.2) 2.8 20.9 (6.3) 14.6 – Transferred to income statement – – – (35.7) 10.7 (25.0) Changes in the fair value of financial assets through other comprehensive income 17.9 (9.9) 8.0 15.0 – 15.0 Net actuarial (loss)/gain on defined benefit obligations (3.7) 0.4 (3.3) 1.1 (0.5) 0.6 Recognised in comprehensive income (308.7) (26.0) (334.7) 68.3 22.8 91.1 (d) Recognised deferred tax assets and liabilities Consolidated Balance sheet Income statement 2024 $m 2023 Restated1 $m 2024 $m 2023 Restated1 $m Deferred tax assets Trade and other receivables 16.7 27.3 10.9 (1.7) Inventories 22.3 31.4 9.3 5.9 Property plant and equipment 70.6 51.8 (7.8) (0.8) Intangible assets 39.3 51.9 21.4 15.9 Trade and other payables 18.6 73.6 41.8 (23.1) Interest bearing liabilities 78.6 29.1 (35.4) (35.2) Provision for employee entitlements 38.1 34.8 (3.2) (3.5) Provision for retirement benefit obligations 4.5 9.6 5.5 3.2 Provision for environmental and decommissioning 89.1 75.1 (14.1) 8.7 Provision for other 19.3 15.1 (4.1) (9.7) Tax losses 163.0 156.8 9.1 (13.1) Other items 4.1 2.6 (1.6) (8.3) Deferred tax assets 564.2 559.1 Less set-off against deferred tax liabilities (194.3) (126.1) Net deferred tax assets 369.9 433.0 1. In line with the amendment to AASB 112 Income Taxes, deferred tax arising from the right-of-use assets and lease liabilities have been presented on a gross basis. The closing balances for 2023 have been restated. Orica Limited Annual Report 2024 95 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 11. Taxation (continued) Consolidated Balance sheet Income statement 2024 $m 2023 Restated1 $m 2024 $m 2023 Restated1 $m Deferred tax liabilities Property plant and equipment 241.9 128.1 46.5 22.5 Intangible assets 80.6 40.2 (12.9) (15.6) Investments 10.3 – (0.1) – Interest bearing liabilities 1.6 – 1.6 (11.4) Other items 3.5 4.6 (1.0) (3.8) Deferred tax liabilities 337.9 172.9 Less set-off against deferred tax assets (194.3) (126.1) Net deferred tax liabilities 143.6 46.8 Deferred tax expense/(income) 65.9 (70.0) 1. In line with the amendment to AASB 112 Income Taxes, deferred tax arising from the right-of-use assets and lease liabilities have been presented on a gross basis. The closing balances for 2023 have been restated. Consolidated 2024 $m 2023 $m Tax losses not booked1 149.0 158.1 Capital losses not booked 16.5 93.0 Temporary differences not booked 23.0 12.2 1. Tax losses not booked expire between 2024 and 2038. Recognition and measurement Income tax on the profit or loss for the year comprises current and deferred tax and is recognised in the income statement. Current tax expense is the expected tax payable on the taxable income for the year using tax rates applicable at the reporting date, and any adjustments to tax payable in respect of previous years. Deferred tax balances are determined by calculating temporary differences based on the carrying amounts of assets and liabilities for financial reporting purposes and their amounts for taxation purposes. Where amounts are recognised directly in equity the corresponding tax impact is also recognised directly in equity. The amount of deferred tax recognised is based on the expected manner of realisation of the asset or settlement of the liability, using tax rates enacted or substantively enacted at reporting date. A deferred tax asset will be recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets will be reduced to the extent it is no longer probable that the related tax benefit will be realised. Tax consolidation Orica Limited is the parent entity in the tax consolidated group comprising all wholly-owned Australian entities. Due to the existence of a tax sharing agreement between the entities in the tax consolidated group, the parent entity recognises the tax effects of its own transactions and the current tax liabilities and the deferred tax assets arising from unused tax losses and unused tax credits assumed from the subsidiary entities. Annual Report 2024 96 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 11. Taxation (continued) Critical accounting judgements and estimates The Group is subject to income taxes in Australia and jurisdictions where it has foreign operations and is subject to periodic challenges by local tax authorities on a range of tax matters during the normal course of business. These include transfer pricing, indirect taxes and transaction-related issues. Significant judgement is required in determining the worldwide provision for income taxes. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Group recognises liabilities for tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred tax provision in the period in which such determination is made. In addition, deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable profits are available to utilise those temporary differences and losses, and the tax losses continue to be available having regard to the nature and timing of their origination and compliance with the relevant tax legislation associated with their recoupment. Assumptions are also made about the application of income tax legislation. These assumptions are subject to risk and uncertainty and there is a possibility that changes in circumstances or differences in opinions will alter outcomes which may impact the amount of deferred tax assets and deferred tax liabilities recorded on the Balance Sheet and the amount of tax losses and timing differences not yet recognised. In these circumstances, the carrying amount of deferred tax assets and liabilities may change, resulting in an impact on the earnings of the Group. Contingent tax liabilities In the normal course of business, contingent liabilities may arise from tax investigations or legal proceedings. Where management are of the view that potential liabilities have a low probability of crystallising or it is not possible to quantify them reliably, they are not provided for and are disclosed as contingent liabilities. Consistent with other companies of the size and diversity of Orica, the Group is the subject of ongoing information requests, investigations and audit activities by tax and regulatory authorities in jurisdictions in which Orica operates. Orica co-operates fully with the tax and regulatory authorities. It is possible that Orica may incur fines and/or other penalties as a consequence of these investigations and audits. Brazilian tax matters 1. The Brazilian Taxation Authority (BTA) is claiming unpaid taxes, interest and penalties of approximately $31.0 million for the 1997 financial year relating to an alleged understatement of income based on an audit of production records. Orica believes BTA has misinterpreted those production records and has received a favourable decision from the Brazilian Civil Court in relation to an excise dispute based on the same factual matter. This decision should support the income tax dispute. ICI plc, the vendor of the business to Orica, has been notified to preserve Orica’s rights under the tax indemnity obtained upon acquisition of the business which provides indemnity for amounts exceeding certain limits. The BTA has been granted a bank guarantee of up to approximately $31.0 million. 2. The BTA has issued Orica Brasil LTDA assessments for unpaid ICMS (Brazilian Value Added Tax), interest and penalties of approximately $34.0 million for the 2018 to 2022 financial years relating to goods supplied to a customer alleging a misclassification of the goods. The BTA is yet to issue assessments for the 2015-2017 and 2023-2024 financial years which, if received, may increase the overall amount to approximately $63.0 million. Orica Brasil LTDA does not agree with the BTA’s assessment and classification and is currently disputing the matter in the Brazilian courts. If the BTA is ultimately successful, Orica has reasonable grounds to seek recovery from the customer for any amount that is finally found by the Brazilian courts to be payable to the BTA. Orica Limited Annual Report 2024 97 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) Section F. Group Structure Orica has a wide range of global operations, including controlled entities incorporated in over 45 countries, together with strategic partnering arrangements with third parties. This section highlights the Group structure. 12. Investments in controlled entities Recognition and measurement The consolidated financial statements are prepared by combining the financial statements of all entities that comprise the Group, being the Company (the parent entity) and its subsidiaries as defined in AASB 10 Consolidated Financial Statements. On acquisition, the assets, liabilities and contingent liabilities of a subsidiary are measured at their fair values at the date of acquisition. Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is recognised as goodwill. When the Group relinquishes control over a subsidiary, it derecognises its share of net assets. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost. The consolidated financial statements include information and results of each subsidiary from the date on which the Company obtains control until such time as the Company ceases to control such entity. In preparing the consolidated financial statements, all intercompany balances, transactions and unrealised profits arising within the Group are eliminated in full. Refer to note 23 for the list of investments in controlled entities. 13. Equity accounted investees and joint operations (a) Investments accounted for using the equity method The table below shows material investments (based on carrying values). All other investments are included in “Individually immaterial”. Ownership Profit/(loss) for the year Consolidated carrying value Name Principal activity Balance date 2024 % 2023 % 2024 $m 2023 $m 2024 $m 2023 $m Nelson Brothers, LLC1 Manufacture and sale of explosives 30-Sep 50.0 50.0 11.6 14.7 48.5 47.3 Nelson Brothers Mining Services LLC1 Sale of explosives 30-Sep 50.0 50.0 6.5 7.2 35.9 38.0 Poly Orica Management Co., Ltd2 Manufacture and sale of explosives 31-Dec 49.0 49.0 (2.4) (4.7) 67.6 73.6 Southwest Energy LLC1 Sale of explosives 30-Sep 50.0 50.0 20.1 16.8 166.4 165.3 Individually immaterial Various – (11.7) 2.3 2.3 35.8 22.3 320.7 326.5 1. Entities are incorporated in the USA. 2. Entity is incorporated in China. All equity accounted investees disclosed in the table above are classified as joint ventures. Annual Report 2024 98 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 13. Equity accounted investees and joint operations (continued) The following table summarises the financial information of material equity accounted investees as included in their own financial statements. Equity Accounted Investees 2024 Name Nelson Brothers, LLC $m Nelson Brothers Mining Services LLC $m Poly Orica Management Co., Ltd $m Southwest Energy LLC $m Balance sheet Current assets 106.2 29.4 86.8 91.9 Non-current assets 115.9 17.3 84.0 167.1 Current liabilities (104.2) (24.7) (24.7) (28.7) Non-current liabilities (46.6) (9.5) (3.0) (19.2) Net assets (100%) 71.3 12.5 143.1 211.1 Group’s share of net assets 35.7 6.3 70.1 105.6 Income statement Revenue 421.8 159.2 90.3 357.0 Net profit 22.4 13.0 (1.8) 39.8 Total profit and comprehensive income (100%) 22.4 13.0 (1.8) 39.8 Group’s share of total comprehensive income 11.2 6.5 (0.9) 19.9 Translation and other adjustments 0.4 – (1.5) 0.2 Included in the Group’s income statement 11.6 6.5 (2.4) 20.1 Dividends received by the Group 6.9 5.9 3.5 6.8 2023 Name Nelson Brothers, LLC $m Nelson Brothers Mining Services LLC $m Poly Orica Management Co., Ltd $m Southwest Energy LLC $m Balance sheet Current assets 109.8 33.9 98.7 100.4 Non-current assets 118.0 20.4 83.6 148.1 Current liabilities (105.5) (29.6) (28.6) (42.5) Non-current liabilities (56.2) (12.3) (2.2) (2.8) Net assets (100%) 66.1 12.4 151.5 203.2 Group’s share of net assets 33.1 6.2 74.2 101.6 Income statement Revenue 464.5 189.7 84.8 331.2 Net profit 24.6 13.3 (2.4) 30.7 Total profit and comprehensive income (100%) 24.6 13.3 (2.4) 30.7 Group’s share of total comprehensive income 12.3 6.7 (1.2) 15.4 Translation and other adjustments 2.4 0.5 (3.5) 1.4 Included in the Group’s income statement 14.7 7.2 (4.7) 16.8 Dividends received by the Group 11.1 6.7 – 4.7 Orica Limited Annual Report 2024 99 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 13. Equity accounted investees and joint operations (continued) (b) Joint operations The Group owns 50 per cent interest of Yara Pilbara Nitrates Pty Ltd, with the remaining shares held by subsidiaries in the Yara International ASA Group. Yara Pilbara Nitrates Pty Ltd has property, plant and equipment of $673.3 million (2023: $750.7 million). (c) Transactions with equity accounted investees 2024 $000 2023 $000 Sales of goods to equity accounted investees 454,483.8 358,418.8 Purchase of goods from equity accounted investees 120,582.3 156,073.1 Dividend income received from equity accounted investees 23,100.0 22,500.0 (d) Transactions with related parties All transactions with other related parties are made on normal commercial terms and conditions and in the ordinary course of business. Recognition and measurement Investments accounted for using the equity method The Group’s interests in investments accounted for using the equity method comprise interests in associates and joint ventures. An associate exists where Orica holds an interest in the equity of an entity, generally of between 20 per cent and 50 per cent, and is able to significantly influence the decisions of the entity. A joint venture is an arrangement in which the Group has joint control. Joint operations A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets and obligations for the liabilities relating to the arrangement. Orica recognises its share of any jointly held or incurred assets, liabilities, revenue and expenses in the consolidated financial statements under applicable headings. 14. Businesses and non-controlling interests acquired Business combinations are accounted for under the acquisition method when control is transferred to the Group, in accordance with AASB 3 Business Combinations. On acquisition, the assets, liabilities and contingent liabilities of a subsidiary are measured at their fair values at the date of acquisition. Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is recognised as goodwill. The transaction costs are expensed in the income statement. Consolidated – 2024 Acquisitions of business and controlled entities Terra Insights Group acquisition On 29 February 2024, the Group acquired 100 per cent of the shares of Terra Insights, a leading end-to-end sensors, software and data delivery technology platform for geotechnical, structural and geospatial monitoring in mining and infrastructure. Cyanco Group acquisition On 30 April 2024, the Group acquired 100 per cent of the shares of Cyanco, a leading manufacturer and distributor of Sodium Cyanide, primarily serving major US gold mines as well as Canada, Latin America, and Africa. Annual Report 2024 100 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 14. Businesses and non-controlling interests acquired (continued) Terra Group 2024 $m Cyanco Group 2024 $m Total 2024 $m Consideration Cash paid 558.2 1,013.0 1,571.2 Net cash acquired (4.3) (37.2) (41.5) Total consideration 553.9 975.8 1,529.7 Fair value of net assets of businesses acquired Intangibles 116.0 – 116.0 Property, plant and equipment 14.1 368.3 382.4 Tax liabilities (22.5) (72.7) (95.2) Provisions – (26.8) (26.8) Inventory 18.9 20.1 39.0 Trade receivables 25.3 27.3 52.6 Trade payables (5.7) (43.8) (49.5) Other liabilities (33.8) (24.0) (57.8) Total fair value of net assets of businesses/controlled entities acquired 112.3 248.4 360.7 Goodwill on acquisition 441.6 727.4 1,169.0 Goodwill on the purchase of Terra Insights is attributable mainly to the skills and technical talent of the acquired business’ work forces and the synergies expected to be achieved from integrating this business. Goodwill on the purchase of Cyanco is attributable to the synergies expected to be achieved from business integration, together with the advantageous location servicing the North America gold markets. None of the goodwill recognised is expected to be deductible for income tax purposes. The disclosure above is based on provisional accounting. Accounting standards permit a measurement period of up to one year to finalise acquisition accounting. Deal contingent foreign exchange forward contracts were taken out to hedge the purchase price of both acquisitions. The cost of $5.7 million is recognised within financial expenses. Acquisition-related costs of $41.3 million that were not directly attributable to the issue of shares are included in the income statement as a significant item and in operating cash flows in the statement of cash flows. Consolidated – 2023 Acquisitions of business and controlled entities On 3 October 2022, the Group acquired 100 per cent of the shares of Axis Group, who designs, develops and manufactures specialised geospatial tools and instruments for the mining industry. The purchase price comprises $255.8 million paid on completion and potential earn out payments of up to $90.0 million based on the achievement of cumulative EBITDA generated from 1 October 2022 to 31 December 2024, and contingent on certain key management remaining employed by Orica during the earn-out period. An accrual of $26.6 million has been recognised in the income statement as an individually significant Item for 2023. Axis Group 2023 $m Consideration Cash paid 255.8 Total consideration 255.8 Fair value of net assets of businesses acquired Intangibles 100.0 Property, plant and equipment 2.4 Deferred tax liability (30.0) Other assets 6.6 Total fair value of net assets of businesses/controlled entities acquired 79.0 Goodwill on acquisition 176.8 Orica Limited Annual Report 2024 101 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 14. Businesses and non-controlling interests acquired (continued) Goodwill on the purchase is attributable mainly to the skills and technical talent of the acquired business’ workforces and the synergies expected to be achieved from integrating this business. None of the goodwill recognised is expected to be deductible for income tax purposes. Acquisition-related costs of $6.5 million that were not directly attributable to the issue of shares are included in the income statement and in operating cash flows in the statement of cash flows. On 22 June 2023, the Group acquired the operations of two ammonium nitrate emulsion plants and associated assets in Blackwater, Queensland and Gunnedah, New South Wales. The purchase price comprises $19.6 million paid on completion and an additional amount up to $2.5 million payable within 24 months from completion. There was no goodwill associated with the transaction. In August 2023, the Group acquired an additional 0.01 per cent of Exsa, for the consideration of $0.02 million. The ownership at 30 September 2023 is 100 per cent. Critical accounting judgements and estimates Accounting for acquisitions is inherently complex and requires a number of judgements and estimates. Management judgement is required to determine the fair value of identified assets and liabilities acquired in business combinations. A number of judgements have been made in relation to the identification of fair values attributable to separately identifiable assets and liabilities acquired. The determination of fair values requires the use of valuation techniques based on assumptions including future cash flows, revenue growth, margins, performance and weighted-average cost of capital. 15. Businesses disposed and discontinued operations Businesses disposed – 2024 The Group has not disposed of any businesses or entities in the current year. Businesses disposed – 2023 On 10 November 2022 Orica completed the sale of Orica Nitro Patlayici Maddeler Sanayi ve Ticaret Anonim Sirketi and GeoNitro Limited (Türkiye businesses), for a consideration of $19.0 million. Orica recorded a loss on sale before tax of $73.5 million which included a loss of $92.5 million relating to the release of the foreign currency translation reserve as required by Australian Accounting Standards. $45.1 million of the net loss on sale was attributable to non-controlling interests. Türkiye businesses 2023 $m Summary Cash received1 15.7 Deferred cash consideration 3.3 Net consideration 19.0 Carrying value of net assets of businesses disposed – Profit on sale of businesses before release of foreign currency translation reserve (FCTR) 19.0 Release of FCTR (92.5) Loss on sale of businesses before tax (73.5) Income tax expense 0.8 Net loss on sale of businesses (72.7) Less: Net loss on sale of businesses attributable to non‑controlling interests 45.1 Net loss on sale of businesses attributable to shareholders of Orica Limited (27.6) 1. Total cash received as at 30 September 2023, included a deposit of $7.5 million received in September 2022. On 29 September 2023 Orica entered an agreement to exit Venezuela. As required by Australian Accounting Standards, the foreign currency translation reserve was released to the income statement. This resulted in a net loss of $37.5 million after tax, of which $18.4 million is attributable to non-controlling interests. Annual Report 2024 102 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 16. Parent company disclosure – Orica Limited The Company did not have any contractual commitments for the acquisition of property, plant or equipment in the current or previous years. Company 2024 $m 2023 $m Total current assets 2,750.8 2,340.9 Total assets 4,306.7 3,902.5 Total current liabilities 189.4 178.3 Total liabilities 231.6 199.9 Equity Ordinary shares 3,898.5 3,421.2 Retained earnings 176.6 281.4 Total equity attributable to ordinary shareholders of Orica Limited 4,075.1 3,702.6 Net profit and total comprehensive income for the year 101.3 75.0 Contingent liabilities and contingent assets Under the terms of a Deed of Cross Guarantee entered into under ASIC Corporations (Wholly-owned Companies) Instrument 2016/785, each wholly owned subsidiary which is a party to the Deed has covenanted with the Trustee of the Deed to guarantee the payment of any debts of the other companies which are party to the Deed which might arise on the winding up of those companies. A consolidated balance sheet and income statement for this closed group is shown in note 17. Orica Limited guaranteed senior notes issued in the US private placement market in 2010, 2013, 2017, 2020 and 2023. The notes have maturities between calendar years 2025 and 2032 (2023: 2025 and 2032). Orica Limited has also provided guarantees for committed bank facilities. 17. Deed of Cross Guarantee The parent entity, Orica Limited, and certain subsidiaries are subject to a Deed of Cross Guarantee (Deed) under which each company guarantees the debts of the others. The parties to the Deed are: • Initiating Explosives Systems Pty Ltd • Orica Australia Pty Ltd • Orica Investments Pty Ltd • Orica Explosives Holdings Pty Ltd • Orica Explosives Holdings No 2 Pty Ltd • Orica Explosives Technology Pty Ltd • Orica IC Assets Pty Ltd By entering into the Deed, the wholly owned subsidiaries have been relieved from the requirement to prepare a financial report and Directors’ report under ASIC Corporations (Wholly-owned Companies) Instrument 2016/785. Orica Limited Annual Report 2024 103 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 17. Deed of Cross Guarantee (continued) A consolidated income statement and consolidated balance sheet are shown below: Summarised balance sheet 2024 $m 2023 $m Current assets Cash and cash equivalents 67.3 64.4 Trade and other receivables 371.0 322.4 Inventories 187.4 163.3 Other financial assets 2,951.6 2,799.7 Other assets1 77.5 37.6 Total current assets 3,654.8 3,387.4 Non-current assets Trade and other receivables 2.2 2.5 Equity accounted investees 1.4 1.4 Other financial assets 5,721.0 4,806.1 Property, plant and equipment 1,360.8 1,347.7 Intangible assets 161.5 167.2 Deferred tax assets 45.5 118.9 Total non-current assets 7,292.4 6,443.8 Total assets 10,947.2 9,831.2 Current liabilities Trade and other payables 659.8 702.4 Interest bearing liabilities 17.7 19.1 Provisions 157.8 127.3 Total current liabilities 835.3 848.8 Non-current liabilities Trade and other payables 6.5 37.2 Interest bearing liabilities 6,290.8 4,929.1 Provisions 197.1 179.0 Other liabilities 18.2 2.8 Total non-current liabilities 6,512.6 5,148.1 Total liabilities 7,347.9 5,996.9 Net assets 3,599.3 3,834.3 Equity Ordinary shares 3,898.5 3,421.2 Reserves 254.5 786.3 Retained earnings (553.7) (373.2) Total equity 3,599.3 3,834.3 Summarised income statement, statement of comprehensive income and retained earnings Profit/(loss) before income tax expense 18.1 (59.7) Income tax benefit 11.0 13.8 Profit/(loss) from operations 29.1 (45.9) Retained loss at the beginning of the year (373.2) (148.0) Actuarial (loss)/gain recognised directly in equity (3.5) 2.0 Ordinary dividends – interim (92.3) (81.7) Ordinary dividends – final (113.8) (99.6) Retained loss at the end of the year (553.7) (373.2) 1. Other assets include net tax receivables with Group entities outside the Deed of Cross Guarantee. Annual Report 2024 104 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) Section G. Reward and Recognition Orica operates in more than 45 countries and has more than 14,000 employees. This section provides insights into the reward and recognition of employees, in addition to the employee benefits expense and employee provisions disclosed in the income statement and note 6 respectively. This section should be read in conjunction with the Remuneration Report, contained within the Directors’ Report, which provides specific details on the setting of remuneration for key management personnel. 18. Employee share plans and remuneration The following plans have options or rights (instruments) over Orica shares outstanding at 30 September 2023 and 30 September 2024: The long-term incentive plan (LTIP) Refer to Remuneration Report. Sign-on rights For a select group of senior employees who join Orica post allocation of an LTIP grant (and who generally have forgone at-risk remuneration from their previous employer) rights may be allocated at the discretion of the Orica Board. Recognition and measurement The issued instruments are measured at fair value based on valuations prepared by PwC. The fair value is recognised in the income statement over the period that employees become entitled to the instruments. Key management personnel compensation summary As deemed under AASB 124 Related Parties Disclosures, key management personnel (KMP) include each of the Directors, both Executive and non-executive, and those members of the Executive Committee who have authority and responsibility for planning, directing and controlling the activities of Orica. A summary of the KMP compensation is set out in the following table: Consolidated 2024 $000 2023 $000 Short-term employee benefits 9,016.3 9,251.6 Other long-term benefits 3.7 21.2 Post employment benefits 256.8 272.5 Share based payments 6,088.8 4,038.8 15,365.6 13,584.1 Information regarding individual Directors and executives compensation and equity instrument disclosures as permitted by Corporation Regulations 2M.3.03 are provided in the Remuneration Report. Orica Limited Annual Report 2024 105 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 19. Defined benefit obligations Recognition and measurement Contributions to defined contribution superannuation funds are recognised in the income statement through employee benefits expenses in the year in which the expense is incurred. For each defined benefit scheme, the cost of providing retirement benefits is expensed in the income statement so as to recognise current and past service costs, interest cost on net liabilities, and the effect of any curtailments or settlements. Actuarial gains and losses are recognised in other comprehensive income. The Group’s net liabilities in respect of defined benefit pension plans is the present value of the future benefit employees have earned, less the fair value of any plan assets (subject to any restrictions placed). (a) Defined benefit pension plans The Group participates in several Australian and overseas defined benefit post-employment plans that provide benefits to employees upon retirement. Plan funding is carried out in accordance with the requirements of trust deeds and the advice of actuaries. Information within these financial statements has been prepared by the local plan external actuaries. Orica were assisted by Willis Towers Watson to consolidate those results globally. During the year, the Group made employer contributions of $20.4 million (2023: $24.8 million) to defined benefit plans. The Group’s external actuaries have forecast total employer contributions and benefit payments to defined benefit plans of $16.5 million for the 2025 financial year. (b)(i) Balance sheet amounts The amounts recognised in the balance sheet are determined as follows: 2024 $m 2023 $m Present value of the funded defined benefit obligations 508.5 517.7 Present value of unfunded defined benefit obligations 66.7 61.4 Fair value of defined benefit plan assets (508.1) (507.4) Deficit 67.1 71.7 Restrictions on assets recognised 2.9 2.6 Net liability in the balance sheet 70.0 74.3 Amounts comprised of: Liabilities 84.2 81.0 Assets (14.2) (6.7) Net liability recognised in balance sheet at end of the year 70.0 74.3 (b)(ii) Amounts recognised in the income statement The amounts recognised in the income statement are as follows: 2024 $m 2023 $m Current service cost 10.4 10.3 Interest cost on net defined benefit liabilities 3.1 3.2 Loss from immediate recognition 0.4 0.2 Past service cost 0.9 0.1 Total included in employee benefits expense 14.8 13.8 Annual Report 2024 106 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 19. Defined benefit obligations (continued) (b)(iii) Amounts included in the statement of other comprehensive income 2024 $m 2023 $m Actuarial gain/(loss) on defined benefit obligations: Due to changes in demographic assumptions 0.6 0.4 Due to changes in financial assumptions (9.4) 20.6 Due to experience adjustments (5.2) (3.5) Total (14.0) 17.5 Return on plan assets greater/(less) than discount rate 10.8 (17.2) Change in irrecoverable surplus other than interest (0.5) 0.8 Total (loss)/gain recognised via the statement of other comprehensive income (3.7) 1.1 Tax benefit/(expense) on total gain recognised via the statement of other comprehensive income 0.4 (0.5) Total (loss)/gain after tax recognised via the statement of other comprehensive income (3.3) 0.6 (b)(iv) Reconciliations 2024 $m 2023 $m Reconciliation of present value of the defined benefit obligations: Balance at the beginning of the year 579.1 593.0 Current service cost 10.4 10.3 Interest cost 29.9 29.1 Actuarial losses/(gains) 14.4 (17.3) Contributions by plan participants 0.7 0.8 Benefits paid (40.4) (48.8) Past service cost 0.9 0.1 Settlements/curtailments (3.4) (2.0) Exchange differences on foreign funds (16.4) 13.9 Balance at the end of the year 575.2 579.1 2024 $m 2023 $m Reconciliation of the fair value of the plan assets: Balance at the beginning of the year 507.4 512.8 Interest income on plan asset 26.8 26.0 Return on plan assets greater/(less) than discount rate 10.8 (17.2) Contributions by plan participants 0.7 0.8 Contributions by employer 20.4 24.8 Benefits paid (40.4) (48.8) Settlements/curtailments and others (3.4) (2.0) Exchange differences on foreign funds (14.2) 11.0 Balance at the end of the year 508.1 507.4 Orica Limited Annual Report 2024 107 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 19. Defined benefit obligations (continued) The fair value of plan assets does not include any amounts relating to the Group’s own financial instruments, property occupied by, or other assets used by, the Group. 2024 $m 2023 $m Comprising: Quoted in active markets: Equities 155.6 150.1 Debt securities 231.6 238.4 Property 2.0 2.8 Other quoted securities 65.4 63.3 Other: Property 41.5 39.9 Insurance contracts 1.7 2.1 Cash and cash equivalents 10.3 10.8 508.1 507.4 The principal assumptions applied in determining the present value of defined benefit obligations and their bases were as follows: • Rates of increase in pensionable remuneration, pensions in payment and healthcare costs: historical experience and management’s long-term future expectations • Discount rates: prevailing long-term high quality bond yields, chosen to match the currency and duration of the relevant obligation, and • Mortality rates: the local actuaries’ designated mortality rates for the individual plans concerned. The weighted averages for those assumptions and related sensitivity information are presented below. Sensitivity information indicates by how much the defined benefit obligations would increase or decrease if a given assumption were to increase or decrease with no change in other assumptions. Weighted average of assumptions used p.a. Change in assumptions 2024 2023 +1% p.a. $m -1% p.a. $m Rate of increase in pensionable remuneration 3.56% 3.57% 12.4 (11.1) Rate of increase in pension payments 2.57% 2.71% 12.0 (10.2) Discount rate for pension plans 5.22% 5.41% (58.8) 70.7 The expected age at death for persons aged 65 is 87.9 years (2023: 87.8 years) for men and 90.2 years (2023: 90.1 years) for women at 30 September 2024. A change of one year in the expected age of death would result in an $12.3 million movement in the defined benefit obligation at 30 September 2024. Accounting judgements and estimates The defined benefit obligation costs are assessed in accordance with the advice of independent qualified actuaries, however require the exercise of judgement in relation to assumptions for future salary and superannuation increases, long-term price inflation and bond rates. Whilst management believes the assumptions used are appropriate, a change in the assumptions used may impact the earnings and equity of the Group. Annual Report 2024 108 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) Section H. Other Disclosures This section includes additional financial information that is required by Australian Accounting Standards and which management considers to be relevant information for shareholders. 20. Contingent liabilities Contingent liabilities relating to environmental uncertainties are disclosed in note 6 and those relating to taxation in note 11. All others are disclosed below. (a) Guarantees, indemnities and warranties • The Group has entered into various long-term supply contracts. For some contracts, minimum charges are payable regardless of the level of operations, but the levels of operations are expected to remain above those that would trigger minimum payments. • There are guarantees relating to certain leases of property, plant and equipment and other agreements arising in the ordinary course of business. • Contracts of sale covering companies and assets which were divested during the current and prior years include commercial warranties and indemnities to the purchasers. (b) Legal, claims and other There are a number of legal claims and exposures which arise from the ordinary course of business. Where there is material uncertainty as to whether a future liability will arise in respect of these items, no amounts have been disclosed. Management have concluded that any potential liabilities over and above those already provided for in the financial statements would not have a material effect on the Group’s financial performance. Accounting judgements and estimates Where management are of the view that potential liabilities that arise in the normal course of business have a low probability of crystallising or it is not possible to quantify them reliably, they are not provided for and are disclosed as contingent liabilities. Legal proceedings The outcome of currently pending and future legal, judicial, regulatory, administrative and other proceedings of a litigious nature (Proceedings) cannot be predicted with certainty. Proceedings can raise complex legal issues and are subject to many uncertainties including, but not limited to, the facts and circumstances of each particular case, issues regarding the jurisdiction in which each Proceeding is brought and differences in applicable law. Thus, an adverse decision in Proceedings could result in additional costs that are not covered, either wholly or partially, under insurance policies and that could significantly impact the business and results of operations of the Group. Therefore, it is possible that the financial position, results of operations or cash flows of the Group could be materially affected by an unfavourable outcome of those Proceedings. Proceedings are evaluated on a case-by-case basis considering the available information, including that from legal counsel, to assess potential outcomes. Warranties and Indemnities In the course of acquisitions and disposals of businesses and assets, Orica routinely negotiates warranties and indemnities across a range of commercial issues and risks, including environmental risks associated with real property. Management uses the information available and exercises judgement in the overall context of these transactions, in determining the scope and extent of these warranties and indemnities. In assessing Orica’s financial position, management relies on warranties and indemnities received, and considers potential exposures on warranties and indemnities provided. It is possible that the financial position, results of operations and cash flows of the Group could be materially affected if circumstances arise where warranties and indemnities received are not honoured, or for those provided, circumstances change adversely. Orica Limited Annual Report 2024 109 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 21. Auditor’s remuneration Consolidated 2024 $000 2023 $000 Total remuneration received, or due and receivable, by the auditors for: Audit services Auditor of the Company – KPMG Australia – Audit and review of financial reports 4,410.8 3,980.0 Auditor of the Company – overseas KPMG firms – Audit and review of financial reports1 2,203.7 2,079.0 Auditors of the Company – other firms – Audit and review of financial reports1 742.4 468.0 7,356.9 6,527.0 Other services Auditor of the Company – KPMG Australia – Assurance services in relation to compliance reporting 51.0 33.1 – Advisory services in relation to sustainability 25.9 – – Assurance services in relation to integrated reporting and sustainability – 28.5 Auditor of the Company – overseas firms – Assurance services in relation to integrated reporting and sustainability 18.4 – – Other services 20.8 – 116.1 61.6 7,473.0 6,588.6 1. Fees paid or payable for overseas subsidiaries’ local statutory requirements. From time to time, KPMG, the auditor of Orica, provides other services to the Group, which are subject to strict corporate governance procedures adopted by the Company which encompass the selection of service providers and the setting of their remuneration. 22. Events subsequent to balance date Dividends On 13 November 2024, the Directors declared a final dividend of 28.0 cents per ordinary share payable on 23 December 2024. The financial effect of this dividend is not included in the financial statements for the year ended 30 September 2024 and will be recognised in the FY2025 financial statements. The Directors have not become aware of any other significant matter or circumstance that has arisen since 30 September 2024, that has affected or may affect the operations of the Group, the results of those operations, or the state of affairs of the Group in subsequent years, which has not been covered in these financial statements. Annual Report 2024 110 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 23. List of controlled entities The consolidated financial statements incorporate the assets, liabilities and results of the following controlled entities held during financial years 2023 and 2024 (non-controlling interests shareholding disclosed if not 100 per cent owned): Name of entity Place of incorporation if other than Australia Company Orica Limited Controlled Entities 3v Geomatics Brasil Tecnologia Limitada (d) Brazil 3v Geomatics Inc (d) Canada Altona Properties Pty Ltd (a) – 37.4% Aminova International Limited Hong Kong Ammonium Nitrate Development and Production Limited – 9.3% Thailand Anbao Insurance Pte Ltd Singapore ASA Organizacion Industrial S.A. de C.V. Mexico Axis Mining Technology North America Inc. (b) Canada Axis Mining Technology Pty Ltd (a)(b) Axis Mining Technology SPA (b) Chile BST Manufacturing, Inc. USA Controladora DNS de RL de CV Mexico Cyanco Canada Inc. (d) Canada Cyanco Company, LLC (d) USA Cyanco Corporation (d) USA Cyanco Holding Corp (d) USA Cyanco Intermediate 2 Corp. (d) USA Cyanco Intermediate 3 Corp. (d) USA Cyanco Intermediate 4 Corp. (d) USA Cyanco Intermediate Corp. (d) USA Cyanco International, LLC (d) USA Dansel Business Corporation Panama DV8 Technology Ltd (b) UK Dyno Nobel VH Company LLC – 49% USA Emirates Explosives LLC – 35% UAE Explosivos de Mexico S.A. de C.V. Mexico Explosivos Mexicanos S.A. de C.V. Mexico Exsa Chile SpA Chile Exsa S.A. – 0.2% Peru Frekventia AS (formerly Nitro Consult AS) Norway GeoNitro Limited (c) – 69.4% Georgia GP FinCo Pty Limited (a) GP HoldCo Pty Limited GroundProbe (Nanjing) Mining Technology Co. Ltd China GroundProbe Australasia Pty Ltd (a) GroundProbe Colombia S.A.S. Colombia GroundProbe do Brasil Brazil GroundProbe International Pty Ltd (a) GroundProbe North America LLC USA GroundProbe Peru S.A.C. Peru GroundProbe Pty Ltd (a) GroundProbe South Africa (Proprietary) Ltd South Africa Name of entity Place of incorporation if other than Australia GroundProbe South America SA Chile GroundProbe Technologies Pty Ltd (a) Gruvteknik Investments Pty Ltd (a)(b)(e) Holding EXSA S.A.C. Peru Hopper Industrial Group Pty Ltd (a)(b) Indian Explosives Private Limited India Initiating Explosives Systems Pty Ltd Measurand Instruments Inc (d) Canada Minova MAI GmbH Austria Minova Mexico S.A. de C.V. Mexico Minova Weldgrip Limited UK Mintun 1 Limited UK Mintun 2 Limited UK Mintun 3 Limited UK Mintun 4 Limited UK Navstar Geomatics Ltd (d) Canada Navstar Geomatics Pty Ltd (a)(d) Nitro Asia Company Inc. – 41.6% Philippines Nitro Consult AB (c) Sweden Nitroamonia de Mexico S.A de C.V. Mexico NMR Services Australia Pty Ltd (a)(b) Nobel Industrier AS Norway Nutnim 1 Limited UK Nutnim 2 Limited UK Orica (Beijing) Technology Services Co., Ltd. (formerly Beijing Ruichy Minova Synthetic Material Company Limited) China Orica Africa Holdings Limited UK Orica Africa (Proprietary) Ltd South Africa Orica Argentina S.A.I.C. Argentina Orica Australia Pty Ltd Orica Belgium S.A. Belgium Orica Blast & Quarry Surveys Limited – 25% UK Orica Brasil Ltda Brazil Orica Burkina Faso SARL Burkina Faso Orica Canada Inc Canada Orica Caribe, S.A. Panama Orica Centroamerica S.A. Costa Rica Orica Chile Distribution S.A. Chile Orica Chile S.A. Chile Orica Colombia S.A.S. Colombia Orica Cote D’Ivoire Ivory Coast Orica Denmark A/S Denmark Orica Dominicana S.A. Dominican Republic Orica DRC SARL Democratic Republic of Congo Orica Eesti OU – 35% Estonia Orica Europe FT Pty Ltd (a) Orica Europe GmbH & Co KG Germany Orica Europe Verwaltungs GmbH Germany Orica Explosives Holdings Pty Ltd Orica Limited Annual Report 2024 111 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) Name of entity Place of incorporation if other than Australia Orica Explosives Holdings No 2 Pty Ltd Orica Explosives Holdings No 3 Pty Ltd (a) Orica Explosives Research Pty Ltd (a) Orica Explosives Technology Pty Ltd Orica Explosivos Industriales, S.A. Spain Orica Finance Limited Orica Finance Trust (a) Orica Finland OY Finland Orica General Trading FZCO (f) UAE Orica Ghana Limited Ghana Orica Holdings Pty Ltd (a) Orica Ibéria, S.A. Portugal Orica IC Assets Holdings Limited Partnership (a) Orica IC Assets Pty Ltd Orica International Pte Ltd Singapore Orica Investments (Indonesia) Pty Limited (a) Orica Investments (NZ) Limited New Zeland Orica Investments (Thailand) Pty Ltd Orica Investments Pty Ltd Orica Kazakhstan Joint Stock Company Kazakhstan Orica Limited Employee Share Trust (a)(f) Orica Logistics LLC Russia Orica Long Term Equity Incentive Plan Trust (a) Orica Malaysia Sdn Bhd Malaysia Orica Mali SARL Republic of Mali Orica Mauritania SARL Mauritania Orica Med Bulgaria AD – 40% Bulgaria Orica Mining Services (Hong Kong) Ltd Hong Kong Orica Mining Services (Namibia) (Proprietary) Limited Namibia Orica Mining Services (Thailand) Limited Thailand Orica Mining Services DRC SASU Democratic Republic of Congo Orica Mining Services Peru S.A. Peru Orica Mining Services Portugal, Lda. Portugal Orica Mongolia LLC – 15% Mongolia Orica Mountain West Inc. USA Orica Mozambique Limitada Mozambique Orica New Zealand Limited New Zeland Orica New Zealand Superfunds Securities Limited New Zeland Orica Nitrates Philippines Inc – 4% Philippines Orica Nitro Patlayici Maddeler Sanayi ve Ticaret Anonim Sirketi – 49% (c) Türkiye Orica Nominees Pty Ltd (a) Orica Norway AS Norway Orica Panama S.A. Panama Orica Philippines Inc – 5.5% Philippines Orica Portugal, S.G.P.S., S.A. Portugal Orica Securities (UK) Limited UK Orica Senegal SARL Senegal Orica Share Plan Pty Limited (a) Name of entity Place of incorporation if other than Australia Orica Singapore Pte Ltd Singapore Orica Soluciones de Voladuras S.A.C. Peru Orica South Africa (Pty) Ltd – 26.5% South Africa Orica St. Petersburg LLC Russia Orica Sweden AB Sweden Orica Sweden Holdings AB Sweden Orica Tanzania Limited – 20.0% Tanzania Orica UK Limited UK Orica US Holdings General Partnership USA Orica USA Inc. USA Orica U.S. Services Inc. USA Orica Venezuela C.A. (c) – 49% Venezuela Orica Zambia Limited Zambia Orica-CCM Energy Systems Sdn Bhd – 45% Malaysia Orica-GM Holdings Limited – 49% UK OriCare Canada Inc. Canada Oricorp Comercial S.A. de C.V. Mexico Oricorp Mexico S.A. de C.V. Mexico Penlon Proprietary Limited (a) Project Grace UK Project Grace Holdings UK Promec International Pty Ltd (a) PT GroundProbe Indonesia Indonesia PT Kalimantan Mining Services Indonesia PT Kaltim Nitrate Indonesia – 10% Indonesia PT Orica Mining Services Indonesia Resource Innovation Group Pty Ltd (a) RIG Technologies International Pty Ltd (a) RST Instruments UK Limited (d) UK RST Instruments US Inc. (d) USA RST TopCo Holdings Inc. (d) Canada RST Instruments Ltd (d) Canada Rui Jade International Limited Hong Kong Surewell Pty Ltd (a)(e) Surtech Systems Pty Ltd (a) Syscom Instruments AG (d) Switzerland Terra Insights Ltd. (d) Canada Winnemucca Chemicals, S.A. de C.V. (d) Mexico (a) No separate statutory accounts are required to be prepared in Australia. (b) Acquired in 2023. (c) Divested in 2023. (d) Acquired in 2024. (e) Liquidated in 2024. (f) Incorporated in 2023. Annual Report 2024 112 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 24. New accounting policies and accounting standards With the exception of those described below, the accounting policies applied by the Group in its financial statements are the same as those applied by the Group in its consolidated financial report for the year ended 30 September 2023. (i) New and amended accounting standards and interpretations adopted Since 30 September 2023, the Group has adopted the following new and amended accounting standards: AASB 2021-2 Amendments to Australian Accounting Standards – Disclosure of Accounting Policies and Definition of Accounting Estimates to improve accounting policy disclosures and clarify the distinction between accounting policies and accounting estimates; AASB 2023-2 Amendments to Australian Accounting Standards – International Tax Reform – Pillar Two Model Rules which provides temporary relief from accounting for deferred taxes arising from the Organisation for Economic Co-operation and Development’s international tax reform. The Group has applied the mandatory temporary exemption regarding the recognition of deferred tax assets and liabilities related to Pillar Two income taxes; AASB 2021-5 Amendments to Australian Accounting Standards – Deferred Tax related to Assets and Liabilities arising from a Single Transaction to clarify the accounting for deferred tax on transactions that, at the time of the transaction, give rise to equal taxable and deductible temporary differences; and AASB 17 Insurance Contracts and Amendments to AASB 17. The adoption of these standards and related amendments did not have a material impact on the Group. (ii) New and amended accounting standards and interpretations issued but not yet effective There are no new standards or interpretations that are not yet effective and that would be expected to have a material impact on the Group in the current or future reporting periods and on foreseeable future transactions. Orica Limited Annual Report 2024 113 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information CONSOLIDATED ENTITY DISCLOSURE STATEMENT Entity name Body corporate, partnership or trust Place incorporated/ formed % of share capital held directly or indirectly in the Company by the corporate body Australian or foreign tax resident Jurisdiction for foreign tax resident Company Orica Limited Body Corporate Australia Australian Controlled Entities 3v Geomatics Brasil Tecnologia Limitada Body Corporate Brazil 100% Foreign Brazil 3v Geomatics Inc Body Corporate Canada 100% Foreign Canada Altona Properties Pty Ltd Body Corporate Australia 62.6% Australian Aminova International Limited Body Corporate Hong Kong 100% Foreign Hong Kong Ammonium Nitrate Development and Production Limited Body Corporate Thailand 49% Foreign Thailand Anbao Insurance Pte Ltd Body Corporate Singapore 100% Foreign Singapore ASA Organizacion Industrial S.A. de C.V. Body Corporate Mexico 100% Foreign Mexico Axis Mining Technology North America Inc. Body Corporate Canada 100% Foreign Canada Axis Mining Technology Pty Ltd Body Corporate Australia 100% Australian Axis Mining Technology SPA Body Corporate Chile 100% Foreign Chile BST Manufacturing, Inc. Body Corporate USA 100% Foreign USA Controladora DNS de RL de CV Body Corporate Mexico 100% Foreign Mexico Cyanco Canada Inc. Body Corporate Canada 100% Foreign Canada Cyanco Company, LLC Body Corporate USA 100% Foreign USA Cyanco Corporation Body Corporate USA 100% Foreign USA Cyanco Holding Corp Body Corporate USA 100% Foreign USA Cyanco Intermediate 2 Corp. Body Corporate USA 100% Foreign USA Cyanco Intermediate 3 Corp. Body Corporate USA 100% Foreign USA Cyanco Intermediate 4 Corp. Body Corporate USA 100% Foreign USA Cyanco Intermediate Corp. Body Corporate USA 100% Foreign USA Cyanco International, LLC Body Corporate USA 100% Foreign USA Dansel Business Corporation Body Corporate Panama 100% Foreign Panama DV8 Technology Ltd Body Corporate UK 100% Australian Dyno Nobel VH Company LLC Body Corporate USA 51% Foreign USA Emirates Explosives LLC Body Corporate UAE 49% Foreign UAE Explosivos de Mexico S.A. de C.V. Body Corporate Mexico 100% Foreign Mexico Explosivos Mexicanos S.A. de C.V. Body Corporate Mexico 100% Foreign Mexico Exsa Chile SpA Body Corporate Chile 99.8% Foreign Chile Exsa S.A. Body Corporate Peru 99.8% Foreign Peru Frekventia AS Body Corporate Norway 100% Foreign Norway GP FinCo Pty Limited Body Corporate Australia 100% Australian GP HoldCo Pty Limited Body Corporate Australia 100% Australian GroundProbe (Nanjing) Mining Technology Body Corporate China 100% Foreign China GroundProbe Australasia Pty Ltd Body Corporate Australia 100% Australian GroundProbe Colombia S.A.S. Body Corporate Colombia 100% Foreign Colombia GroundProbe do Brasil Body Corporate Brazil 100% Foreign Brazil GroundProbe International Pty Ltd Body Corporate Australia 100% Australian GroundProbe North America LLC Body Corporate USA 100% Foreign USA GroundProbe Peru S.A.C. Body Corporate Peru 100% Foreign Peru GroundProbe Pty Ltd Body Corporate Australia 100% Australian GroundProbe South Africa (Proprietary) Ltd Body Corporate South Africa 100% Foreign South Africa GroundProbe South America SA Body Corporate Chile 100% Foreign Chile Annual Report 2024 114 CONSOLIDATED ENTITY DISCLOSURE STATEMENT (CONTINUED) Entity name Body corporate, partnership or trust Place incorporated/ formed % of share capital held directly or indirectly in the Company by the corporate body Australian or foreign tax resident Jurisdiction for foreign tax resident GroundProbe Technologies Pty Ltd Body Corporate Australia 100% Australian Holding EXSA S.A.C. Body Corporate Peru 99.8% Foreign Peru Hopper Industrial Group Pty Ltd Body Corporate Australia 100% Australian Indian Explosives Private Limited Body Corporate India 100% Foreign India Initiating Explosives Systems Pty Ltd Body Corporate Australia 100% Australian Measurand Instruments Inc Body Corporate Canada 100% Foreign Canada Minova MAI GmbH Body Corporate Austria 100% Foreign Austria Minova Mexico S.A. de C.V. Body Corporate Mexico 100% Foreign Mexico Minova Weldgrip Limited Body Corporate UK 100% Foreign UK Mintun 1 Limited Body Corporate UK 100% Foreign UK Mintun 2 Limited Body Corporate UK 100% Foreign UK Mintun 3 Limited Body Corporate UK 100% Foreign UK Mintun 4 Limited Body Corporate UK 100% Foreign UK Navstar Geomatics Ltd Body Corporate Canada 100% Foreign Canada Navstar Geomatics Pty Ltd Body Corporate Australia 100% Australian Nitro Asia Company Inc. Body Corporate Philippines 46.4% Foreign Philippines Nitroamonia de Mexico S.A de C.V. Body Corporate Mexico 100% Foreign Mexico NMR Services Australia Pty Ltd Body Corporate Australia 100% Australian Nobel Industrier AS Body Corporate Norway 100% Foreign Norway Nutnim 1 Limited Body Corporate UK 100% Foreign UK Nutnim 2 Limited Body Corporate UK 100% Foreign UK Orica (Beijing) Technology Services Co. Ltd Body Corporate China 100% Foreign China Orica Africa (Proprietary) Ltd Body Corporate South Africa 100% Foreign South Africa Orica Africa Holdings Limited Body Corporate UK 100% Foreign UK Orica Argentina S.A.I.C. Body Corporate Argentina 100% Foreign Argentina Orica Australia Pty Ltd Body Corporate Australia 100% Australian Orica Belgium S.A. Body Corporate Belgium 100% Foreign Belgium Orica Blast & Quarry Surveys Limited Body Corporate UK 75% Foreign UK Orica Brasil Ltda Body Corporate Brazil 100% Foreign Brazil Orica Burkina Faso SARL Body Corporate Burkina Faso 100% Foreign Burkina Faso Orica Canada Inc Body Corporate Canada 100% Foreign Canada Orica Caribe, S.A. Body Corporate Panama 100% Foreign Panama Orica Centroamerica S.A. Body Corporate Costa Rica 100% Foreign Costa Rica Orica Chile Distribution S.A. Body Corporate Chile 100% Foreign Chile Orica Chile S.A. Body Corporate Chile 100% Foreign Chile Orica Colombia S.A.S. Body Corporate Colombia 100% Foreign Colombia Orica Côte d’Ivoire Body Corporate Ivory Coast 100% Foreign Ivory Coast Orica Denmark A/S Body Corporate Denmark 100% Foreign Denmark Orica Dominicana S.A. Body Corporate Dominican Republic 100% Foreign Dominican Republic Orica DRC SARL Body Corporate Democratic Republic of Congo 100% Foreign Democratic Republic of Congo Orica Eesti OU Body Corporate Estonia 65% Foreign Estonia Orica Europe FT Pty Ltd Body Corporate Australia 100% Australian Orica Europe GmbH & Co KG Partnership N/A N/A Foreign Germany Orica Europe Verwaltungs GmbH Body Corporate Germany 100% Foreign Germany Orica Limited Annual Report 2024 115 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information CONSOLIDATED ENTITY DISCLOSURE STATEMENT (CONTINUED) Entity name Body corporate, partnership or trust Place incorporated/ formed % of share capital held directly or indirectly in the Company by the corporate body Australian or foreign tax resident Jurisdiction for foreign tax resident Orica Explosives Holdings No 2 Pty Ltd Body Corporate Australia 100% Australian Orica Explosives Holdings No 3 Pty Ltd Body Corporate Australia 100% Australian Orica Explosives Holdings Pty Ltd Body Corporate Australia 100% Australian Orica Explosives Research Pty Ltd Body Corporate Australia 100% Australian Orica Explosives Technology Pty Ltd Body Corporate Australia 100% Australian Orica Explosivos Industriales, S.A. Body Corporate Spain 100% Foreign Spain Orica Finance Limited Body Corporate Australia 100% Australian Orica Finance Trust Trust N/A N/A Australian Orica Finland OY Body Corporate Finland 100% Foreign Finland Orica General Trading FZCO Body Corporate UAE 100% Foreign UAE Orica Ghana Limited Body Corporate Ghana 100% Foreign Ghana Orica Holdings Pty Ltd Body Corporate Australia 100% Australian Orica Ibéria, S.A. Body Corporate Portugal 100% Foreign Portugal Orica IC Assets Holdings Limited Partnership Partnership N/A N/A Australian Orica IC Assets Pty Ltd Body Corporate Australia 100% Australian Orica International Pte Ltd Body Corporate Singapore 100% Australian Orica Investments (Indonesia) Pty Ltd Body Corporate Australia 100% Australian Orica Investments (NZ) Limited Body Corporate New Zealand 100% Foreign New Zealand Orica Investments (Thailand) Pty Ltd Body Corporate Australia 100% Australian Orica Investments Pty Ltd Body Corporate Australia 100% Australian Orica Kazakhstan Joint Stock Company Body Corporate Kazakhstan 100% Foreign Kazakhstan Orica Limited Employee Share Trust Trust N/A N/A Australian Orica Logistics LLC Body Corporate Russia 100% Foreign Russia, Kazakhstan Orica Long Term Equity Incentive Plan Trust Trust N/A N/A Australian Orica Malaysia Sdn Bhd Body Corporate Malaysia 100% Foreign Malaysia Orica Mali SARL Body Corporate Republic of Mali 100% Foreign Republic of Mali Orica Mauritania SARL Body Corporate Mauritania 100% Foreign Mauritania Orica Med Bulgaria AD Body Corporate Bulgaria 60% Foreign Bulgaria Orica Mining Services (Hong Kong) Ltd Body Corporate Hong Kong 100% Foreign Hong Kong Orica Mining Services (Namibia) (Proprietary) Limited Body Corporate Namibia 100% Foreign Namibia Orica Mining Services (Thailand) Limited Body Corporate Thailand 74% Foreign Thailand Orica Mining Services DRC SASU Body Corporate Democratic Republic of Congo 100% Foreign Democratic Republic of Congo Orica Mining Services Peru S.A. Body Corporate Peru 100% Foreign Peru Orica Mining Services Portugal, Lda. Body Corporate Portugal 100% Foreign Portugal Orica Mongolia LLC Body Corporate Mongolia 49% Foreign Mongolia Orica Mountain West Inc. Body Corporate USA 100% Foreign USA Orica Mozambique Limitada Body Corporate Mozambique 100% Foreign Mozambique Orica New Zealand Limited Body Corporate New Zealand 100% Foreign New Zealand Orica New Zealand Superfunds Securities Limited Body Corporate New Zealand 100% Foreign New Zealand Orica Nitrates Philippines Inc Body Corporate Philippines 96% Foreign Philippines Orica Nominees Pty Ltd Body Corporate Australia 100% Australian Annual Report 2024 116 CONSOLIDATED ENTITY DISCLOSURE STATEMENT (CONTINUED) Entity name Body corporate, partnership or trust Place incorporated/ formed % of share capital held directly or indirectly in the Company by the corporate body Australian or foreign tax resident Jurisdiction for foreign tax resident Orica Norway AS Body Corporate Norway 100% Foreign Norway Orica Panama S.A. Body Corporate Panama 100% Foreign Panama Orica Philippines Inc Body Corporate Philippines 94.5% Foreign Philippines Orica Portugal, S.G.P.S., S.A. Body Corporate Portugal 100% Foreign Portugal Orica Securities (UK) Limited Body Corporate UK 100% Foreign UK Orica Senegal SARL Body Corporate Senegal 100% Foreign Senegal Orica Share Plan Pty Limited Body Corporate Australia 100% Australian Orica Singapore Pte Ltd (a) Body Corporate Singapore 100% Foreign Singapore Orica Soluciones de Voladuras S.A.C. Body Corporate Peru 100% Foreign Peru Orica South Africa (Pty) Ltd Body Corporate South Africa 73.5% Foreign South Africa Orica St. Petersburg LLC Body Corporate Russia 100% Foreign Russia Orica Sweden AB Body Corporate Sweden 100% Foreign Sweden Orica Sweden Holdings AB Body Corporate Sweden 100% Foreign Sweden Orica Tanzania Limited Body Corporate Tanzania 80% Foreign Tanzania Orica U.S. Services Inc. Body Corporate USA 100% Foreign USA Orica UK Limited (b) Body Corporate UK 100% Foreign UK Orica US Holdings General Partnership Partnership N/A N/A Foreign USA Orica USA Inc. Body Corporate USA 100% Foreign USA Orica Zambia Limited Body Corporate Zambia 100% Foreign Zambia Orica-CCM Energy Systems Sdn Bhd Body Corporate Malaysia 55% Foreign Malaysia Orica-GM Holdings Limited Body Corporate UK 51% Foreign UK OriCare Canada Inc. Body Corporate Canada 100% Foreign Canada Oricorp Comercial S.A. de C.V. Body Corporate Mexico 100% Foreign Mexico Oricorp Mexico S.A. de C.V. Body Corporate Mexico 100% Foreign Mexico Penlon Proprietary Limited Body Corporate Australia 100% Australian Project Grace Body Corporate UK 100% Foreign UK Project Grace Holdings Body Corporate UK 100% Foreign UK Promec International Pty Ltd Body Corporate Australia 100% Australian PT GroundProbe Indonesia Body Corporate Indonesia 100% Foreign Indonesia PT Kalimantan Mining Services Body Corporate Indonesia 100% Foreign Indonesia PT Kaltim Nitrate Indonesia Body Corporate Indonesia 49% Foreign Indonesia PT Orica Mining Services Body Corporate Indonesia 100% Foreign Indonesia Resource Innovation Group Pty Ltd Body Corporate Australia 100% Australian RIG Technologies International Pty Ltd Body Corporate Australia 100% Australian RST Instruments Ltd Body Corporate Canada 100% Foreign Canada RST Instruments UK Limited Body Corporate UK 100% Foreign UK RST Instruments US Inc. Body Corporate USA 100% Foreign USA RST TopCo Holdings Inc. Body Corporate Canada 100% Foreign Canada Rui Jade International Limited Body Corporate Hong Kong 100% Foreign Hong Kong Surtech Systems Pty Ltd Body Corporate Australia 100% Australian Syscom Instruments AG Body Corporate Switzerland 100% Foreign Switzerland Terra Insights Ltd. Body Corporate Canada 100% Foreign Canada Winnemucca Chemicals, S.A. de C.V. Body Corporate Mexico 100% Foreign Mexico (a) Orica Singapore Pte Ltd is incorporated and operates in Singapore and has a registered branch in the Philippines, South Korea and Papua New Guinea. The branch operations have tax obligations in these jurisdictions. (b) Orica UK Limited is incorporated and operates in the United Kingdom and has a registered branch in Ireland. The branch operations have tax obligations in Ireland. Orica Limited Annual Report 2024 117 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information CONSOLIDATED ENTITY DISCLOSURE STATEMENT (CONTINUED) Basis of preparation The consolidated entity disclosure statement has been prepared in accordance with the Corporations Act 2001 (Cth) and includes information for each entity that was part of the Orica consolidated entity (‘the Group’) as at 30 September 2024 and has regard to the Australian Taxation Office’s Practical Compliance Guideline 2018/9. Critical accounting judgements and estimates The determination of tax residency involves judgement as there are different interpretations that could be adopted and which could give rise to a different conclusion on residency. In determining tax residency, the Group has applied the following interpretations: Australian tax residency The Group has applied current legislation and judicial precedent, including having regard to the Commissioner of Taxation’s public guidance in Tax Ruling TR 2018/5. Foreign tax residency The Group has applied current legislation, relevant tax authority guidance and judicial precedent in the determination of foreign tax residency. Partnerships and trusts Australian tax law does not contain specific residency tests for partnerships and trusts. Generally, these entities are taxed on a flow-through basis so there is no need for a general residence test. There are some provisions which treat trusts and partnerships as residents for certain purposes, but this does not mean the entities are subject to tax. Additional disclosures on the tax status of partnerships and trusts have been provided where relevant. Branches (permanent establishments) Foreign branches of subsidiaries are not separate legal entities and therefore do not have a separate residency for tax purposes. Generally, the subsidiary that the branch is a part of will be the relevant tax resident, rather than the branch operations. Additional disclosures on the tax status of subsidiaries having a foreign branch with a taxable presence in that jurisdiction have been provided where relevant. Annual Report 2024 118 We, Malcolm Broomhead and Sanjeev Gandhi, being Directors of Orica Limited, do hereby state in accordance with a resolution of the Directors that in the opinion of the Directors, (a) The consolidated financial statements and notes are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the financial position of the Group as at 30 September 2024 and of its performance for the financial year ended on that date, and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 (b) There are reasonable grounds to believe the Company will be able to pay its debts as and when they become due and payable, and (c) The consolidated entity disclosure statement is true and correct as of 30 September 2024 as required by Section 295A(2)(ca) of the Corporations Act 2001. There are reasonable grounds to believe that the Company and the controlled entities identified in note 17 will be able to meet any obligations or liabilities to which they are or may become subject to by virtue of the Deed of Cross Guarantee between the Company and those controlled entities pursuant to ASIC Corporations (Wholly-owned Companies) Instrument 2016/785. The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the Managing Director and Chief Financial Officer for the financial year ended 30 September 2024. The Directors draw attention to “Basis of preparation” on page 64 to the financial statements, which includes a statement of compliance with International Financial Reporting Standards. Malcolm Broomhead Sanjeev Gandhi Chairman Managing Director and Chief Executive Officer Dated at Melbourne 13 November 2024 DIRECTORS’ DECLARATION Orica Limited Annual Report 2024 119 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information INDEPENDENT AUDITOR’S REPORT 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 Auditor’s Report To the shareholders of Orica Limited Report on the audit of the Financial Report Opinion We have audited the Financial Report of Orica Limited (the Company). In our opinion, the accompanying Financial Report of the Company gives a true and fair view, including of the Group’s financial position as at 30 September 2024 and of its financial performance for the year then ended, in accordance with the Corporations Act 2001, in compliance with Australian Accounting Standards and the Corporations Regulations 2001. The Financial Report comprises: • Balance Sheet as at 30 September 2024 • Income Statement, Statement of Comprehensive Income, Statement of Changes in Equity, and Statement of Cash Flows for the year then ended • Consolidated Entity Disclosure Statement and accompanying basis of preparation as at 30 September 2024 • Notes, including material accounting policies • Directors’ Declaration. The Group consists of the Company and the entities it controlled at the year end or from time to time during the financial year. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance with these requirements. Annual Report 2024 120 INDEPENDENT AUDITOR’S REPORT (CONTINUED) Key Audit Matters The Key Audit Matters we identified are: • Recoverable amount of intangible assets • Environmental and decommissioning provisions and contingent liability disclosures • Acquisition accounting Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the Financial Report of the current period. These matters were addressed in the context of our audit of the Financial Report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Recoverable amount of intangible assets ($2,571.9 million) Refer to Notes 8 and 9 of the Financial Report The key audit matter How the matter was addressed in our audit A key audit matter was the Group’s testing of intangible assets for impairment given the size of the balances (being 26.8% of total assets) and uncertainty around forecast cash flows. We focused on the significant forward-looking assumptions the Group applied in the value in use model, including: • Forecast operating cash flows: the ongoing economic uncertainty increases the possibility of intangible assets being impaired and the risk of inaccurate forecasts or a significantly wider range of possible outcomes for us to consider. We focused on both the forecast growth for the Group and the impact of the Group’s future business plans when assessing the feasibility of the Group’s forecast cash flows. • Terminal growth rates: in addition to the uncertainties described above, the Group’s model is highly sensitive to changes in terminal growth rates. This drives additional audit effort specific to their feasibility and consistency of application having regard to the Group’s strategy. • Discount rates: these are complicated in nature and vary according to the conditions and environment the specific cash generating units (CGUs) are subject to from time to time, and the approach to incorporating risks into the cash flows or discount rates. The Group engaged an external expert to assist with the determination of the discount rates for the respective CGUs. We involved valuation specialists to supplement our Our procedures included: • Consideration of the appropriateness of the value in use method applied by the Group to perform the impairment test against the requirements of accounting standards. • Assessing the key controls in the Group’s impairment process, including Board approval of budgets and review and approval of the impairment assessment, including cash flow forecasts, by examining the review and approval of information by the Board. • Assessing the integrity of the value in use model used, including the accuracy of the underlying calculation formulas. • Comparing the forecast cash flows contained in the value in use model to the operating budgets approved by the Board. • Comparing the Group’s cumulative value in use to the Group’s market capitalisation to inform our evaluation of the current forecasts incorporated in the model. • Assessing the accuracy of previous Group cash flow forecasts for the respective CGUs to inform our evaluation of current forecasts incorporated in the model. • Assessing the scope, competence and objectivity of the Group’s external expert engaged to assist with the determination of the discount rates for the respective CGUs. • Working with our valuation specialists, we: Orica Limited Annual Report 2024 121 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information INDEPENDENT AUDITOR’S REPORT (CONTINUED) senior audit team members in assessing this key audit matter. • assessed the forecast cash flows by comparing the implicit earnings and asset multiples from the model to corresponding multiples of comparable entities; • independently developed discount rate ranges, using publicly available market data for comparable entities, adjusted by risk factors specific to the Group and the industry it operates in. • Consideration of the sensitivity of the model by varying key assumptions such as forecast operating cash flows, terminal growth rates and discount rates, within a reasonably possible range, to identify those assumptions at higher risk of bias or inconsistency in application and to focus our procedures further. • Using our knowledge of the Group’s operations, their past performance and our industry experience, we challenged the Group’s forecast cash flows, terminal growth rate assumptions and the feasibility of future business plans. We also compared forecast growth rates to authoritative published sources, including those related to inflationary pressures and considered differences specific to the Group’s operations. • Assessing the disclosures in the Financial Report using our understanding of the matters obtained from our testing and against the requirements of accounting standards. Annual Report 2024 122 INDEPENDENT AUDITOR’S REPORT (CONTINUED) Environmental and decommissioning provisions ($293.3 million) and contingent liability disclosures Refer to Note 6 to the Financial Report The key audit matter How the matter was addressed in our audit The estimation of environmental remediation and decommissioning provisions and contingent liability disclosures is considered a key audit matter due to the: • Inherent complexity associated with the Group’s estimation of remediation costs, particularly for potential contamination of ground beneath established structures and long term legacy matters impacting the Group, and in gathering persuasive audit evidence thereon. • Periodic restructuring activities undertaken by the Group, including the scheduled closure of certain manufacturing sites which give rise to heightened audit focus on the nature, timing and amount of decommissioning costs expected to be incurred by the Group. The complexity in estimating the Group’s environmental remediation and decommissioning provisions and reporting of contingent liability disclosures is influenced by: • The inherent challenges experienced by the Group in precisely determining the size and location of potential contamination beneath established structures and associated costs to be included in the provisions and/or reporting of a contingent liability in accordance with accounting standard requirements. • Current and probable environmental and regulatory requirements and the impact on completeness of remediation activities within the provision estimate, including the activities which will be acceptable to regulators. • The expected environmental remediation strategy of the Group and availability of any known techniques to remediate source contamination, in particular for treatment of Dense Non-Aqueous Phase Liquid source areas at Botany, New South Wales. • Historical experience, and its use as a reasonable predictor when evaluating forecast costs. • The expected timing of the expenditure given Our procedures included: • Assessing key controls over the Group’s process to estimate provisions for environmental and decommissioning obligations, including the Group’s review and authorisation of cost estimates. • Assessing the scope, competence and objectivity of the Group’s internal and external experts engaged to assist in the determination of strategies to remediate contamination and the costing of remediation activities. • Testing a sample of the Group’s provisions to evaluate the accuracy of historical remediation provisions by comparing to actual expenditure. We used this knowledge to challenge the Group’s current cost estimates and to inform our procedures further. • Obtaining a sample of the Group’s quotations for remediation activities, as well as other internal and external underlying documentation for the Group’s determination of required future activities, their timing and associated cost estimates. We compared them to the nature, timing and quantum of cost contained in the provision balance. We compared the basis for recognition of the provision with the criteria in accounting standards. • Making enquiries of various personnel regarding the Group’s strategy for remediating certain source contamination and compared these for consistency with our understanding of the Group’s strategy and its impact to the provision. • Challenging the Group where provisions were unable to be made for source contamination, in particular for treatment of Dense Non-Aqueous Phase Liquid source areas at Botany, New South Wales, in relation to the existence of information which would enable a reliable estimate of the provision to be made. We compared this to our understanding of the matter and the criteria in accounting standards for recording a provision or reporting a contingent liability. Orica Limited Annual Report 2024 123 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information INDEPENDENT AUDITOR’S REPORT (CONTINUED) the long term nature of these exposures to the Group. The Group uses internal and external specialists to assist in the determination of strategies to remediate contamination and the costing of remediation activities. • Testing a sample of the Group’s provision models for mathematical accuracy. • Assessing the Group’s disclosures in the Financial Report using our knowledge of the business and the requirements of accounting standards. In particular, we focused on the disclosure of uncertainties associated with the provision or exposures. Annual Report 2024 124 INDEPENDENT AUDITOR’S REPORT (CONTINUED) Acquisition accounting Refer to Note 14 of the Financial Report The key audit matter How the matter was addressed in our audit The Group’s acquisition of Cyanco Intermediate 4 Corp (Cyanco) and Terra Insights (Terra) are considered to be a key audit matter due to the: • Size of the acquisitions having a significant impact on the Group’s financial statements. • Judgement and complexity required to determine the fair values of assets acquired and liabilities assumed in the transactions. The Group engaged external valuation experts to assess the fair value of certain assets. • Group’s valuation models used to determine the fair value of acquired intangible assets is complex and sensitive to changes in a number of key assumptions. This drives additional audit effort specifically on the feasibility of these key assumptions. The key assumptions we focused on included forecast earnings, discount rates and terminal growth rates. We involved valuation specialists to supplement our senior audit team members in assessing this key audit matter. Our procedures included: • Evaluating the acquisition accounting by the Group against the requirements of accounting standards. • Reading the underlying transaction agreements to understand the terms of the acquisitions and nature of the assets acquired and liabilities assumed. • Assessing the accuracy and measurement of the consideration paid to acquire Cyanco and Terra based on the underlying transaction agreements. • Working with our valuation specialists, we assessed the Group’s external expert reports and: • Considered the objectivity, competence and scope of the Group’s external valuation experts. • Evaluated the valuation methodologies used to determine the fair value of assets and liabilities assumed, considering accounting standard requirements and observed industry practices. • Assessed the key assumptions in the Group’s external valuation expert reports prepared in relation to the identification and valuation of customer contracts and other intangible assets, including: • Checking forecast earnings assumptions for consistency with the Group’s valuation model used as part of the acquisition process; • Comparing terminal growth rates to published studies of industry trends and expectations; Orica Limited Annual Report 2024 125 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information INDEPENDENT AUDITOR’S REPORT (CONTINUED) • Evaluating the calculation methodology for the discount rates, against observed industry practice. • Recalculating the goodwill balance arising as a result of each transaction and compared it to the goodwill amount recorded by the Group. • Assessing the adequacy of disclosures in the Financial Report using our understanding obtained from our testing and against the requirements of accounting standards. Annual Report 2024 126 INDEPENDENT AUDITOR’S REPORT (CONTINUED) Other Information Other Information is financial and non-financial information in Orica Limited’s annual report which is provided in addition to the Financial Report and the Auditor’s Report. The Directors are responsible for the Other Information. Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not express an audit opinion or any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion. In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In doing so, we consider whether the Other Information is materially inconsistent with the Financial Report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. We are required to report if we conclude that there is a material misstatement of this Other Information, and based on the work we have performed on the Other Information that we obtained prior to the date of this Auditor’s Report we have nothing to report. Responsibilities of the Directors for the Financial Report The Directors are responsible for: • preparing the Financial Report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position and performance of the Group, and in compliance with Australian Accounting Standards and the Corporations Regulations 2001 • implementing necessary internal control to enable the preparation of a Financial Report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position and performance of the Group, and that is free from material misstatement, whether due to fraud or error • assessing the Group and Company’s ability to continue as a going concern and whether the use of the going concern basis of accounting is appropriate. This includes disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless they either intend to liquidate the Group and Company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the Financial Report Our objective is: • to obtain reasonable assurance about whether the Financial Report as a whole is free from material misstatement, whether due to fraud or error; and • to issue an Auditor’s Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Financial Report. A further description of our responsibilities for the audit of the Financial Report is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf.This description forms part of our Auditor’s Report. Orica Limited Annual Report 2024 127 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information INDEPENDENT AUDITOR’S REPORT (CONTINUED) Report on the Remuneration Report Opinion In our opinion, the Remuneration Report of Orica Limited for the year ended 30 September 2024, complies with Section 300A of the Corporations Act 2001. Directors’ responsibilities The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with Section 300A of the Corporations Act 2001. Our responsibilities We have audited the Remuneration Report included in pages 33 to 53 of the Directors’ report for the year ended 30 September 2024. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. KPMG Gordon Sangster Partner Melbourne 13 November 2024 Annual Report 2024 128 Orica consolidated1 2024 $m 2023 $m 2022 $m 2021 $m 20202 $m Income statement Sales 7,662.8 7,945.3 7,327.5 5,682.2 5,611.3 Earnings before depreciation, amortisation, net borrowing costs and tax 1,237.5 1,090.6 964.3 796.4 945.8 Depreciation and amortisation expense (431.9) (392.5) (385.8) (369.8) (332.1) Profit before financing costs and income tax 805.6 698.1 578.5 426.6 613.7 Net borrowing costs (177.2) (143.7) (100.3) (105.6) (159.0) Individually significant items before tax 119.3 (171.2) (274.0) (453.9) (293.1) Taxation expense (188.9) (131.8) (155.2) (31.0) (70.1) Non-controlling interests (34.2) 44.3 11.1 (9.9) (9.2) Profit/(loss) after tax and individually significant items 524.6 295.7 60.1 (173.8) 82.3 Individually significant items after tax attributable to members of Orica Limited 115.2 (73.3) (256.9) (382.2) (216.8) Profit after tax before individually significant items net of tax 409.4 369.0 317.0 208.4 299.1 Dividends/distributions 206.1 181.3 120.3 97.5 192.6 Financial position Current assets 2,534.3 3,095.1 3,309.5 2,391.6 2,664.0 Property, plant and equipment 3,627.4 3,360.3 3,082.3 3,040.2 3,267.0 Equity accounted investees 320.7 326.5 323.8 290.4 301.6 Intangibles 2,571.9 1,406.4 1,142.9 1,150.4 1,440.3 Other non-current assets 544.0 578.9 509.3 493.1 530.6 Total assets 9,598.3 8,767.2 8,367.8 7,365.7 8,203.5 Current borrowings and payables 1,768.7 1,622.2 2,190.6 1,225.4 1,848.4 Current provisions and other liabilities 352.3 337.6 289.6 443.4 321.0 Non-current borrowings and payables 2,361.0 2,339.4 1,724.9 2,270.6 2,368.9 Non-current provisions and other liabilities 568.7 416.2 433.5 633.9 724.8 Total liabilities 5,050.7 4,715.4 4,638.6 4,573.3 5,263.1 Net assets 4,547.6 4,051.8 3,729.2 2,792.4 2,940.4 Equity attributable to ordinary shareholders of Orica Limited 4,459.0 3,988.7 3,685.8 2,726.3 2,892.6 Equity attributable to non-controlling interests 88.6 63.1 43.4 66.1 47.8 Total shareholders’ equity 4,547.6 4,051.8 3,729.2 2,792.4 2,940.4 1. Results include continuing and discontinued operations for the consolidated Group. 2. The results for 2020 have been restated in the FY2021 Annual Report for the impact of IFRIC Interpretation Configuration or Customisation Costs in a Cloud Computing Arrangement. FIVE YEAR FINANCIAL STATISTICS FOR THE YEAR ENDED 30 SEPTEMBER Orica Limited Annual Report 2024 129 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information Orica consolidated1 2024 2023 2022 2021 20202 Number of ordinary shares on issue at year end (millions) 487.0 455.5 452.8 407.5 405.9 Weighted average number of ordinary shares on issue (millions) 473.8 454.2 414.8 406.8 395.6 Basic earnings per ordinary share – before individually significant items (cents) 86.4 81.2 76.4 51.2 75.6 – including individually significant items (cents) 110.7 65.1 14.5 (42.7) 20.8 Dividends per ordinary share (cents) 47.0 43.0 35.0 24.0 33.0 Dividend franking (%) – – – – – Dividend yield – based on year end share price (%) 2.5% 2.8% 2.6% 1.7% 2.1% Closing share price range – High $18.97 $16.70 $17.22 $17.61 $24.27 Low $13.81 $12.83 $13.08 $11.17 $13.25 Year end $18.55 $15.59 $13.22 $13.79 $15.43 Stockmarket capitalisation at year end (millions) 9,034.0 7,101.1 5,986.1 5,619.6 6,262.7 Net tangible assets per share ($) $3.87 $5.67 $5.62 $3.82 $3.58 Ratios Profit margin – earnings before net borrowing costs and tax/sales (%) 10.5% 8.8% 7.9% 7.5% 10.9% Net debt (excluding lease liabilities) ($m) 1,617.7 923.3 912.2 1,479.0 1,820.5 Gearing (net debt/net debt plus equity excluding lease liabilities) (%) 26.2% 18.6% 19.7% 34.6% 38.2% Interest cover (EBIT/net borrowing costs excluding lease interest) (times) 5.1x 5.4x 6.5x 4.6x 4.2x Net capital expenditure on plant and equipment (Cash Flow) ($m) (152.3) (406.7) (308.7) (153.0) (302.9) Net cash flow from sale of businesses/controlled entities/(acquisition) ($m) (1,528.2) (267.2) 109.7 (25.1) (153.9) 1. Results include continuing and discontinued operations for the consolidated Group. 2. The results for 2020 have been restated in the FY2021 Annual Report for the impact of IFRIC Interpretation Configuration or Customisation Costs in a Cloud Computing Arrangement. FIVE YEAR FINANCIAL STATISTICS (CONTINUED) Annual Report 2024 130 Distribution of ordinary shareholders and shareholdings Size of holding Number of holders Number of shares 1–1,000 21,413 63.73 7,657,671 1.57 1,001–5,000 10,149 30.21 22,005,007 4.52 5,001–10,000 1,398 4.16 9,606,804 1.97 10,001–100,000 599 1.78 11,129,838 2.29 100,001 and over 41 0.12 436,610,979 89.65 Total 100.00 100.00 Included in the above total are 588 shareholders holding less than a marketable parcel of 27 shares. The holdings of the 20 largest holders of fully paid ordinary shares represent 88.08% of that class of shares. Register of substantial shareholders The names of substantial shareholders in the company, and the number of fully paid ordinary shares in which each has an interest, as disclosed in substantial shareholder notices to the Company on the respective dates, are as follows: 22 March 2024 State Street Corporation 29,128,046 6.04% 13 July 2023 Vanguard Group 22,858,902 5.019% 4 July 2023 AustralianSuper Pty Ltd 64,265,668 14.15% 31 July 2020 BlackRock Group 25,052,218 6.17% Voting rights Voting rights as governed by the Constitution of the Company provide that each ordinary shareholder present in person or by proxy at a meeting shall have: (a) On a show of hands, one vote only, and (b) On a poll, one vote for every fully paid ordinary share held. Twenty largest ordinary fully paid shareholders Shares % of total HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 177,594,035 36.47 J P MORGAN NOMINEES AUSTRALIA PTY LIMITED 149,977,229 30.80 CITICORP NOMINEES PTY LIMITED 60,519,856 12.43 BNP PARIBAS NOMS PTY LTD 8,031,053 1.65 NATIONAL NOMINEES LIMITED 7,941,523 1.63 BNP PARIBAS NOMINEES PTY LTD4,482,809 0.92 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 3,303,706 0.68 CITICORP NOMINEES PTY LIMITED 3,284,685 0.67 ARGO INVESTMENTS LIMITED 2,714,260 0.56 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED – A/C 2 2,063,006 0.42 BNP PARIBAS NOMINEES PTY LTD 1,782,984 0.37 BNP PARIBAS NOMINEES PTY LTD 1,441,270 0.30 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 1,350,450 0.28 UBS NOMINEES PTY LTD 1,142,550 0.23 BNP PARIBAS NOMS (NZ) LTD 778,485 0.16 MOORGATE INVESTMENTS PTY LTD 582,206 0.12 CARLTON HOTEL LIMITED 543,658 0.11 WARBONT NOMINEES PTY LTD 534,005 0.11 BUTTONWOOD NOMINEES PTY LTD 446,622 0.09 NETWEALTH INVESTMENTS LIMITED 397,125 0.08 Total 428,911,517 88.08 SHAREHOLDERS’ STATISTICS AS AT 7 OCTOBER 2024 Orica Limited Annual Report 2024 131 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information GLOSSARY The list of definitions below is provided to clarify or support wording used in this report. Further information may also be found at orica.com. Ammonium nitrate (AN) Ammonium nitrate is an industrial chemical commonly used in fertilisers and as a commercial explosive for quarrying and mining. It is typically produced as small porous pellets or ‘prills’. It is one of the world’s most widely used fertilisers and the main component in many types of commercial explosives. In explosives, its use is critical as an oxidising agent in the explosion reaction. Orica manufactures ammonium nitrate at our four continuous manufacturing plants and where required, sources it from third parties across our operating regions for use in our blasting and drilling services. Assets Assets include our operated and non‑operated assets – a set of one or more geographically proximate operations including, open‑cut mines, underground mines, and onshore and offshore oil and gas production and production facilities. ASX The Australian Securities Exchange (asx.com.au). Carbon In sustainability terms ‘carbon’ is interchangeable with ‘greenhouse gases’. Civil infrastructure The physical structures and systems that support a community, such as roads, bridges, water supply networks and public buildings. Community investment Community investment includes financial contributions made to benefit communities and the needs and activities of the people within them. CPS Cents per share. Counter-cyclical Contrary to or tending to counteract the movements in an economic cycle. For example, gold tends to perform well during economic downturns. Employee engagement Employee engagement represents the levels of energy, enablement and engagement our workforce has with Orica, measured through the all-employee engagement survey, ‘Our Say’. Environmental remediation Ecological or ecosystem restoration. The process of assisting the recovery of an ecosystem that has been degraded, damaged, or destroyed. It is distinct from conservation (which generally adopts preventative measures) as it is retroactive, aiming to repair already-damaged ecosystems. Environmental, social, and corporate governance (ESG) A set of non-financial criteria and standards applied to a company’s operations that focus on corporate responsibility and sustainability outcomes. Investors may assess their portfolios based on ESG criteria, to identify material risks and/or growth opportunities. Emissions abatement technology Aims to reduce greenhouse gas emissions by using cleaner energy sources, improving efficiency and capturing carbon dioxide. Female workforce participation The proportion of female workers relative to the total number of Orica employees. Future-facing commodities Includes commodities such as copper, nickel, lithium, cobalt, and other metals and minerals crucial to the manufacture of low emissions technologies designed to enable the energy transition - such as batteries for electric vehicles (e.g. nickel, lithium, cobalt), solar panels (e.g. copper, silicon) and wind turbines (e.g. rare earth materials, copper) for renewable energy. Financial year The Orica financial year is the accounting year from 1 October to 30 September. Geographic mix Relates to the distribution of a company’s operations across various regions or countries. GHG (Greenhouse gases) Gases that absorb and re‑emit infrared radiation, thereby trapping heat in the earth’s atmosphere. Includes carbon dioxide (CO2), water vapor, methane (CH4), nitrous oxide (N2O), hydrofluorocarbons, perfluorocarbons, sulphur hexafluoride (SF6 ), and nitrogen trifluoride (NF3 ). The GHG applicable to Orica’s operations are CO2 , CH4 , and N2O. GL Gigalitre, the equivalent of one billion litres of water. Grade/Quality Any physical or chemical measurement of the characteristics of a material sample of interest. KL Kilolitre, the equivalent of one thousand litres. KPI Key performance indicator. Kt Kilotonne, the equivalent of one thousand tonnes. KtCO2‑e Kilotonnes of carbon dioxide equivalent. Loss of containment Where a contained substance escapes from containment and results in an environmental impact on water or soil ranging in category from Severity 1 to Severity 3. Severity 1 events are minor, reversible environmental effects with short-term impacts only, in the immediate vicinity of release and with only minor clean-up required at a total cost of less than $100,000. Severity 2 events have a localised and measurable environmental impact that is reversible after clean-up. Severity 3 events result in relatively wide-spread, serious environmental damage with some impairment of ecosystem function that will recover after remediation. Low‑carbon ammonia An internal definition covering ammonium nitrate (AN) products manufactured with nitric acid from plants utilising catalytic abatement technology eliminating at least 95 per cent of nitrous oxide emissions, and/or a low‑carbon ammonia feedstock. Low‑carbon AN A definition covering ammonium nitrate (AN) products manufactured with nitric acid from plants utilising catalytic abatement technology, eliminating at least 95 per cent of nitrous oxide emissions and/or low-carbon ammonia feedstock. Annual Report 2024 132 GLOSSARY (CONTINUED) Low‑carbon hydrogen Broad grouping for green and blue hydrogen sources. Renewable (green) hydrogen is made via electrolysis using 100 per cent renewable energy while blue hydrogen is made using fossil fuel feedstock (e.g. gas steam methane reforming or gasification of coal) in addition to using carbon capture and storage to capture and sequester ~90 per cent of emissions generated. Material and materiality In the context of the International Integrated Reporting (IR) Framework, a matter is considered material if it could substantively affect the organisation’s ability to create value in the short, medium and/or long term. The process of determining materiality is entity-specific and based on the relevant industry and other factors, including stakeholder perspectives. Mt The expression of one million tonnes, equivalent to one billion kilograms. NAP Nitric acid plant Net GHG emissions The reported GHG emissions in a reporting period (an Orica financial year) after applying claimable emissions reductions or surrenders from carbon credit units. Includes generated carbon credits which have not been surrendered but have been sold to a third party or banked in a carbon credit registry. Net zero Net zero refers to achieving an overall balance between greenhouse gas emissions produced and greenhouse gas emissions removed from the atmosphere. Nitrous oxide A potent greenhouse gas possessing a global warming potential approximately 265 times that of carbon dioxide. Paris Agreement goals The central objective of the Paris Agreement is to avoid climate change by limiting global warming to well-below 2°C and pursue efforts to limit temperatures to no more than 1.5°C above pre‑industrial levels. Additionally, the agreement aims to increase the ability of countries to deal with the impacts of climate change, and make finance flows consistent with a low GHG emissions and climate‑resilient pathway. Performance The financial and non-financial performance of a company. Financial performance metrics are quantitative and focus on measuring a company's financial health, profitability and growth. Non-financial performance metrics are qualitative and measure a company's intangible assets such as customer satisfaction, brand reputation and employee engagement. Plant turnarounds Planned shutdowns of industrial plants and facilities, generally for maintenance activities. Potable water See water. Power purchase agreement (PPA) A long-term contract between an energy generator and a customer that is usually a large entity, company or government. A PPA may last between five and 20 years, during which time the purchaser secures energy at a pre-negotiated price. Renewable hydrogen Hydrogen produced via electrolysis of water, using renewable electricity. Renewable electricity may be obtained directly (e.g. by solar generation) or via grid‑connected supply supported with the retirement of renewable energy certificates. Also referred to as green hydrogen. Scope 1 greenhouse gas emissions Direct emissions from operations that are owned or controlled by the reporting company. For Orica, these are primarily emissions from industrial manufacturing processes and natural gas feedstocks. Scope 2 greenhouse gas emissions Indirect emissions from the generation of purchased or acquired electricity, steam, heat or cooling that is consumed by operations that are owned or controlled by the reporting company. Scope 3 greenhouse gas emissions All other indirect emissions (not included in Scope 2) that occur in the value chain. For Orica, these are primarily emissions resulting from purchased goods and services which account for around two-thirds of our global Scope 3 GHG emissions. Security of supply The guarantee of supply of goods and/or services enough to be relied upon and available at all times and in sufficient quantities, at a reasonable and/or affordable price. Serious injury case-rate including fatalities (SICR) Serious injury case-rate (SICR) measures the total number of work-related Severity 3 and Severity 4 injuries per 200,000 hours worked by an employee and/or contractor. Serious life‑changing injury case-rate (SLICR) The number of serious life‑changing injuries that occur in the workplace for every 200,000 hours worked. Target Refers to a goal Orica is aiming to achieve via a developed delivery pathway. tCO2‑e Tonne of carbon dioxide equivalent. Water The water used in Orica’s operations includes: • Potable water – treated water that is considered to be clean and safe for drinking • Groundwater – water obtained from beneath the earth’s surface • Recycled water – water that has been used previously and is then re-used • Surface water – the water in lakes, rivers, and oceans, and • Wastewater – water that is generally discarded via drains or toilets. Women in senior leadership The percentage of senior leader positions held by women. Senior leaders are defined as the CEO, executive committee members and their direct reports at a Band D (senior manager) level and above. Orica Limited Annual Report 2024 133 Overview Our Business Our Performance Financial Performance Remuneration Report Directors’ Report Financial Report Shareholder Information Registered head office Orica Limited Level 3, 1 Nicholson Street East Melbourne, Victoria 3002 Australia Postal address PO Box 4311 Melbourne, Victoria 3001 Australia Contact details General enquiries Toll-free 1300 555 175 (Australia only) International +61 3 9665 7111 E companyinfo@orica.com W orica.com Investor relations P +61 3 9665 7774 E investorrelations@orica.com Further information To view the Orica FY2024 Annual Reporting Suite, shareholder information, news announcements and further information about Orica, visit orica.com. Share registry If you have an enquiry relating to your shareholding or wish to update your personal or payment details, please contact the share registry: Link Market Services Limited Level 12, 680 George Street Sydney NSW 2000 Australia Toll-free 1300 301 253 (Australia only) International +61 1300 301 253 E orica@linkmarketservices.com.au W linkmarketservices.com.au Stock exchange listing Orica’s shares are listed on the Australian Securities Exchange (ASX: ORI). Annual general meeting The 2024 Annual General Meeting of Orica Limited will be held on Tuesday, 17 December 2024 at 10.30am (Melbourne time). CORPORATE DIRECTORY Annual Report 2024 134 This page has been left blank intentionally.