AMCOR PLC — AGM Information 2007

Sep 19, 2007

Amcor Limited ABN 62 000 017 372

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Notice of Annual General Meeting 2007

Notice is hereby given that the 71st Annual General Meeting of the Company will be held at the Sofitel, 25 Collins Street, Melbourne at 11.00am (AEST) on Wednesday 24 October 2007.

Business

1. Financial and Other Reports

To receive and consider the Financial Report of the Company and the Reports of the Directors and the Auditor in respect of the year ended 30 June 2007.

2. Election of Directors

• (a) To re-elect as a Director Mr Christopher Ivan Roberts who retires by rotation in accordance with Rule 63 of the Company’s Constitution and, being eligible, offers himself for re-election.

• (b) To re-elect as a Director Mr Geoffrey Allan Tomlinson who retires by rotation in accordance with Rule 63 of the Company’s Constitution and, being eligible, offers himself for re-election.

3.

Appointment of New Auditor

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

• That PricewaterhouseCoopers, being qualified and having consented to act as auditor of the Company, be appointed as auditor of the Company, the consent of the Australian Securities and Investments Commission to the resignation of the current auditor, KPMG, having being obtained, and that the Directors be authorised to agree their remuneration.

4. Grant of Options and Performance Rights to Managing Director (Long Term Incentive Plan)

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That approval is given, for all purposes under the Corporations Act 2001 (Cth) and the Australian Securities Exchange Listing Rules (including Listing Rule 10.14), for the issue to the Managing Director and Chief Executive Officer of the Company, Mr K N MacKenzie, of 165,000 Options and 100,000 Performance Rights pursuant to the Company's Long Term Incentive Plan, as more fully described in the Explanatory Notes to the Notice convening this meeting, and for the issue of ordinary shares in the Company upon the exercise of those Options and Performance Rights.

The Company will disregard any votes cast on this resolution by a Director or an associate of a Director (other than a Director who is ineligible to participate in any employee incentive plan in relation to the Company). However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the Chairman of the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

5.

Grant of Shares to Managing Director (Medium Term Incentive Plan)

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That approval is given, for all purposes under the Corporations Act 2001 (Cth), for the acquisition by the Managing Director and Chief Executive Officer of the Company, Mr K N MacKenzie, of ordinary shares in the Company pursuant to the Company's Medium Term Incentive Plan, as more fully described in the Explanatory Notes to the Notice convening this meeting.

6. Adoption of Remuneration Report

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That the Remuneration Report for the Company (included in the Report of the Directors) for the year ended 30 June 2007 be adopted.

Please note that the vote on this resolution is advisory only and does not bind the Directors or the Company.

7. Amendment of Constitution – Renewal of Proportional Takeover Rule

To consider and, if thought fit, pass the following resolution as a special resolution:

That, pursuant to sections 136(2) and 648G of the Corporations Act 2001 (Cth), Rule 97 of the Company's Constitution is renewed (and amended) in the form set out in the Explanatory Notes to the Notice convening this meeting.

NOTES

Eligibility to Vote

For the purpose of voting at the meeting, the Directors have determined that all shares of the Company are taken to be held by the persons who are registered as holding them at 7.00pm (AEST) on Monday 22 October 2007. The entitlement of members to vote at the meeting will be determined by reference to that time.

Proxies

A Proxy Form accompanies this Notice of Annual General Meeting. A member who is entitled to attend and vote at the meeting is entitled to appoint no more than two proxies (who need not be members of the Company) to attend and vote in their place.

A single proxy exercises all voting rights. Where a member wishes to appoint two proxies, an additional proxy form may be obtained by contacting the Amcor Share Registry, or the member may copy the enclosed proxy form. A member appointing two proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a member appoints two proxies and does not specify each proxy’s voting rights, the rights are deemed to be 50% each. Fractions of votes are to be disregarded. Where two proxies are appointed, neither may vote on a show of hands.

A member or proxy which is a corporation and entitled to vote may appoint an individual to act as its representative. Evidence of the appointment of a representative must be in accordance with the Corporations Act 2001 (Cth) ( Corporations Act ) and lodged with the Company before the meeting or at the registration desk on the day of the meeting.

If any instrument (including an Appointment of Corporate Representative or Proxy Form) returned to the Company is completed by an individual or a corporation under Power of Attorney, the Power of Attorney under which the instrument is signed, or a certified copy of that Power of Attorney, must accompany the instrument unless the Power of Attorney has previously been noted by the Company.

To be valid, Proxy Forms must be lodged by 11.00am (AEST) on Monday 22 October 2007 by one of the following methods:

• (a) by mail or in person at the registered office of the Company or to the Company’s Share Registry, Computershare Investor Services Pty Limited, at:

By mail: GPO Box 242, Melbourne, Victoria 3001, Australia; or

In person: Yarra Falls, 452 Johnston Street, Abbotsford, Victoria 3067, Australia; or

• (b) by facsimile to the Company’s Share Registry on (03) 9473 2555 within Australia or +61 3 9473 2555 from outside Australia; or

• (c) electronically, by visiting www.amcor.com and clicking on ‘AGM Proxy Voting’ and following the instructions provided. A proxy cannot be appointed online if they are appointed under Power of Attorney or similar authority.

Questions

The Chairman of the meeting will allow a reasonable opportunity for shareholders to ask questions about or make comments on the management of the Company and on the Remuneration Report. Shareholders will also be given a reasonable opportunity at the meeting to ask the Company’s current auditor, KPMG, questions about its audit report, the conduct of its audit of the Company’s financial report for the year ended 30 June 2007, the preparation and content of its audit report, the accounting policies adopted by the Company in its preparation of the financial statements and the independence of KPMG in relation to the conduct of the audit. Shareholders may submit written questions to KPMG to be answered at the meeting, providing the question is relevant to the content of KPMG’s audit report or the conduct of its audit of the Company’s financial report for the year ended 30 June 2007.

Written questions must be received no later than 5.00pm (AEST) on Wednesday, 17 October 2007. A list of qualifying questions will be made available to shareholders attending the meeting.

Any written questions to KPMG can be sent to the Company’s Share Registry, Computershare Investor Services Pty Limited, at GPO Box 242, Melbourne, Victoria 3001, Australia.

By order of the Board.

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J F McPherson Company Secretary Amcor Limited Melbourne 19 September 2007

Explanatory Notes

Item 1

Financial and Other Reports

As required by section 317 of the Corporations Act, the Financial Report, Directors’ Report and Auditor’s Report of the Company and the consolidated entity for the financial year ended 30 June 2007 will be laid before the meeting.

There is no requirement for a formal resolution on this item. Accordingly, there will be no formal resolution put to the meeting.

Item 2

Election of Directors

Summary biographical data of Chris Roberts and Geoff Tomlinson, who offer themselves for re-election, are as follows:

C I (CHRIS) ROBERTS

Independent Non-Executive Director and Chairman B Com

Substantial knowledge of fast-moving consumer products, where the packaging component is significant, gained through executive roles in Australia, New Zealand, the United Kingdom and Indonesia. Currently a director of Australian Agricultural Company Ltd (since June 2001), Director of The Centre for Independent Studies (since August 2004) and Deputy Chairman since March 2006. Director of Control Risks Group Ltd (since September 2006).

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Former roles include Chairman and Managing Director of Arnotts Ltd (January 1996-January 1999), Managing Director of Orlando Wyndham Wines Ltd (October 1987-December 1990), Chairman of Email Ltd (June 1999February 2001), Director of Telstra Corporation Ltd (December 1991-November 2000), Chairman of Winifred West Schools Ltd (February 2003-March 2004) and Director of MLC Life Ltd (August 1992-February 1995).

Former Director of Petaluma Wines (February 1999-December 2001) and Cockatoo Ridge Wines Ltd (January 2002-May 2006). Chairman of Executive and Nomination Committees, member of the Human Resources Committee and Superannuation Committee. Previously a member of the Audit and Compliance Committee from 1 July 2004 to 7 December 2005. Director since February 1999 – appointed Chairman 2000.

G A (GEOFF) TOMLINSON

Independent Non-Executive Director B Econ.

With extensive experience in, and exposure to, the financial services industry in Australia and internationally, Mr Tomlinson is a former Group Managing Director of National Mutual Holdings Ltd (October 1992-September 1998).

Currently Chairman of Programmed Maintenance Services Limited (since August 1999) and Dyno Nobel Ltd (since February 2006), Director of National Australia Bank Ltd (since March 2000).

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Formerly Chairman of Neverfail Spring Water Ltd (April 1999-September 2003), Director of Pineapplehead Ltd (March 2000-June 2002), Chairman of Reckon Ltd (June 1999-August 2004) and Chairman of Funtastic Ltd (May 2000-May 2006), Deputy Chairman of Hansen Technologies Ltd (March 2000-May 2006) and Director of Mirrabooka Investments Ltd (February 1999-April 2006).

Chairman of the Human Resources and Superannuation Committees and member of the Audit and Compliance Committee. Director since March 1999.

Item 3 Appointment of New Auditor

The Corporations Act requires shareholders in general meeting to approve the appointment of a new auditor of the Company.

On 4 June 2007, the Company announced that, subject to shareholder approval at the Annual General Meeting, PricewaterhouseCoopers had been selected to become the new external auditor of the Amcor Group from the 20072008 financial year. That selection followed the completion of a tender process undertaken by the Company.

A copy of the notice of nomination of PricewaterhouseCoopers as auditor of the Company is provided to shareholders with this Notice of Annual General Meeting.

If approval is received, PricewaterhouseCoopers will commence as auditor of the Company (and of the Amcor Group) from the date of the meeting, 24 October 2007.

PricewaterhouseCoopers has consented to act as auditor of the Company, and the consent of the Australian Securities and Investments Commission to the resignation of the current auditor of the Amcor Group, KPMG, has been obtained.

KPMG has been the auditor of the Amcor Group for a number of years, and the Directors would like to thank them publicly for their work over that period.

Recommendation

The Directors unanimously recommend that shareholders vote in favour of the resolution proposed on item 3.

Item 4

Grant of Options and Performance Rights to Managing Director (Long Term Incentive Plan)

Item 4 relates to the proposed participation of the Managing Director and Chief Executive Officer, Mr K N MacKenzie, in the Company's Long Term Incentive Plan ( LTIP ) for the 2007/08 financial year, in connection with the new equity component of Mr MacKenzie's remuneration package.

(a) Background

The Board has resolved that, as part of Mr MacKenzie's remuneration package, the Company will, subject to obtaining the necessary shareholder approval, invite Mr MacKenzie to participate in the LTIP, pursuant to which Performance Rights and Options may be issued to him. Performance Rights are conditional rights to acquire ordinary shares in the Company. Options are conditional rights to acquire ordinary shares in the Company upon payment of an exercise price.

As a Director of the Company, approval of shareholders is required for Mr MacKenzie to participate in the LTIP. In particular, ASX Listing Rule 10.14 requires shareholder approval for Mr MacKenzie to participate in an employee incentive scheme under which he acquires, or may acquire, equity securities in the Company otherwise than by transfer of existing securities.

(b) Date the Performance Rights and Options will be provided

If approved by shareholders, the Performance Rights and Options will be issued to Mr MacKenzie as soon as practicable after the meeting, and in any event by 1 November 2007.

(c) Maximum number of Performance Rights and Options to be provided

The number of Performance Rights and Options that may be acquired by Mr MacKenzie under the LTIP pursuant to the resolution on item 4 is 100,000 Performance Rights, and 165,000 Options. The number of Performance Rights and Options to be awarded to Mr MacKenzie has been determined by reference to Mr MacKenzie's base salary such that the value of the award will be equal to 50% of Mr MacKenzie's base salary effective at the date of the award.

The number of those Performance Rights and Options in the award to be made to Mr MacKenzie (subject to shareholder approval being obtained) that will vest will be determined in accordance with the vesting conditions applicable to the award, as outlined below.

(d) Price of the Performance Rights and Options

No amount is payable on the grant of an award of Performance Rights or Options under the LTIP.

In addition, no amount is payable to exercise a Performance Right once it vests. If the applicable vesting conditions are met, and Mr MacKenzie wishes to exercise any Performance Rights granted to him, he will be entitled to receive one fully paid ordinary share in the Company in respect of each vested Performance Right (subject to adjustment in the case of any bonus issues, rights issues or other capital reorganisations that occur after the Performance Right is granted).

To exercise an Option under the LTIP, the holder must pay an exercise price. Options issued to Mr MacKenzie will be issued by 1 November 2007. If the applicable vesting conditions are met, and Mr MacKenzie wishes to exercise any Options granted to him, he must pay an exercise price that will be equivalent to the volume weighted average price of ordinary shares in the Company traded on ASX over the five trading days immediately before 1 November 2007. Upon exercise and payment of the exercise price, Mr MacKenzie will be entitled to acquire one fully paid ordinary share in the Company in respect of each exercised Option. However, the exercise price of Options, and the number of shares acquired upon exercise, are subject to adjustment in the case of any bonus issues, rights issues or other capital reorganisations that occur after the Option is granted.

The Company intends that where Performance Rights and Options vest under the LTIP, the holder's right to acquire a share in respect of each Performance Right or Option will be satisfied by the Company acquiring existing shares on-market on behalf of Mr MacKenzie and transferring them to him. However, the Company may instead issue new ordinary shares to the holder.

(e) Vesting conditions

The vesting conditions applicable to Performance Rights and Options are described below. Different vesting conditions apply to Performance Rights compared to those which apply to Options.

Performance Rights

The Performance Rights to be issued to Mr MacKenzie will be issued by 1 November 2007 and may vest during a 4 year period until 31 October 2011 (the Vesting Period ), subject to the satisfaction of the performance hurdles described below. Any Performance Rights that have not vested at the end of the Vesting Period will expire (subject to the discretion of the Board).

The performance hurdle which will apply in respect of the grant of the Performance Rights to Mr MacKenzie is relative Total Shareholder Return ( TSR ) (the TSR Hurdle ).

The TSR Hurdle measures the Company's TSR ranking against the TSR of a peer group of companies comprising Australian listed companies and international industry peers (the Peer Group ). The Company's TSR ranking has been chosen as the performance measure for the Performance Rights as it directly aligns with the interests of shareholders and reflects the Company's performance as measured against the Peer Group.

The Peer Group comprises the following Australian and international companies:

Australian companies

Billabong International Limited, James Hardie Industries NV, Sonic Healthcare Limited, Boral Limited, ResMed Inc, Lion Nathan Limited, Computershare Limited, Coca-Cola Amatil Limited, Origin Energy Limited, Leighton Holdings Limited, Aristocrat Leisure Limited, Qantas Airways Limited, CSL Limited, Brambles Limited.

International industry peers

Ball Corp, Bemis Co Inc, Constar International Inc, Crown Holdings Inc, Huhtamaki, MeadWestvaco Corp, Owens-Illinois Inc, Pactiv Corp, Rexam plc, RPC Group plc, Sealed Air Corp, Silgan Holdings Inc, SmurfitStone Container Corp, Sonoco Products Co.

The companies comprising the Peer Group are companies of a similar size and international nature to the Company that are in the ASX/S&P 100 and global companies within a similar industry which provides a wider range of companies against which to test the Company's TSR. The Australian listed companies in the Peer Group are companies in the ASX/S&P 100 Index with a market capitalisation between 50% and 200% of that of the Company, excluding companies in the following industry categories:

• GICS Sector 'Financial';

• GICS Sector 'Telecom services';

• GICS Industry Name 'Metals and mining';

• GICS Industry Name 'Media'; and

• GICS Industry Name 'Chemicals'.

TSR is the percentage difference between the market price of the relevant shares (being the Company’s and those in the Peer Group) at:

• 1 July 2007; and

• 30 June 2011,

plus dividends earned (and assumed to be reinvested in shares) over the same period. To reduce the impact of share price fluctuations, TSR will be calculated on each trading day during the calendar quarter ending 30 June 2011 (the TSR Test Period ). The Company's relative TSR performance against the Peer Group will be tested on the 10th business day after the end of the TSR Test Period (the Test Date ).

The Company will be given a percentile ranking having regard to its TSR performance relative to the performance of other companies in the Peer Group. The proportion of Performance Rights that vest will be based on the Company’s ranking as follows:

TSR ranking	Percentage of the Performance Rights that will vest
Below the 50 thpercentile	0% of the Performance Rights will vest
At the 50 thpercentile	50% of the Performance Rights will vest
Above the 50 thpercentile and	50% of the Performance Rights will vest plus an additional 2% for each
below the 75 thpercentile	1 percentile increase above the 50 thpercentile
At or above the 75 thpercentile	100% of the Performance Rights will vest

Following the Test Date, the Company will issue a vesting notice to Mr MacKenzie notifying him of the percentage of his Performance Rights that have vested.

The Board may, in its discretion, disregard any changes to the Company's TSR or a Peer Group company's TSR due to an anomaly, distortion or other event which is not directly related to the financial performance of the Company or a company in the Peer Group, in order to ensure equity between the Company and Mr MacKenzie.

Options

The Vesting Period in respect of Options to be issued to Mr MacKenzie will be the same as for the Performance Rights, as described above.

The performance hurdle which will apply in respect of the grant of the Options to Mr MacKenzie is improvement in Return on Average Funds Employed calculated on a continuing basis ( RoAFE ).

The Company's RoAFE is essentially a measure of the Company's return on assets. Specifically, the Company's RoAFE measures the annualised profit before interest, tax and significant items ( PBIT ) earned by the Company during a reporting period, as a percentage of the average funds employed by the Company during the reporting period. 'Funds Employed' is a balance sheet measure for management reporting, and is the sum of:

• working capital;

• other current assets (excluding cash and short term deposits);

• non current assets;

• other current liabilities (excluding borrowings); and

• non current liabilities (excluding borrowings).

Average funds employed is calculated in respect of a reporting period as the total of the month end funds employed each month from 1 July to the end of the relevant period, divided by the number of months from (and including) July to the end of the relevant period.

The performance hurdle for the Options will be based on improvement in the Company's RoAFE for the year ending 30 June 2011 (the RoAFE Test Period), relative to RoAFE for the year ended 30 June 2007. Once again, that will be tested on the Test Date.

The table below sets out the percentage of the Options that will vest depending on the relative improvement in the Company's RoAFE.

Percentage point improvement in RoAFE	Percentage of Options that will vest
Less than 1%	0% of the Options will vest
Equal to or greater than 1% but less than 1.5%	50% of the Options will vest
Equal to or greater than 1.5% but less than 3.0%	75% of the Options will vest
3% or more	100% of the Options will vest

(f) Exercise and lapse of Performance Rights and Options

As mentioned above, no exercise price is payable in respect of Performance Rights, while Options may be exercised upon payment of an exercise price.

Upon the vesting and exercise of Performance Rights or Options granted to him, Mr MacKenzie will acquire fully paid ordinary shares in the Company and will receive full voting and dividend rights corresponding to the rights of all other holders of ordinary shares in the Company.

Performance Rights and Options that have not vested by the end of the Vesting Period will expire.

Performance Rights and Options that have vested during the Vesting Period will be exercisable until their expiry date of 30 June 2012 (subject to the special circumstances set out below). Following this time, any vested Performance Rights or Options that remain unexercised will lapse.

The termination of the employment of Mr MacKenzie will have different consequences on the ability of Mr MacKenzie to exercise vested Performance Rights or Options depending on the circumstances of the termination. Upon performance-related termination of employment initiated by the Company, all vested Performance Rights and Options will be exercisable for a period of 90 days following termination, following which they will lapse. Vested Performance Rights and Options will also be exercisable for a period of 90 days following termination in various other circumstances including the resignation of Mr MacKenzie, death or permanent disablement, retirement, retrenchment or expiry (and non-renewal) of contract.

In the event of the summary termination of Mr MacKenzie's employment (for gross misconduct), vested Performance Rights and Options will expire immediately.

For unvested Performance Rights and Options, the consequences of termination of employment of Mr MacKenzie will also differ depending on the circumstances involved. Specifically, in the event of the retirement, retrenchment or expiry (and non-renewal) of contract, the treatment of unvested Performance Rights and Options will be subject to the discretion of the Board. In any other case, they will expire immediately, subject to the discretion of the Board in a particular case.

Where a change of control of the Company occurs, vested Performance Rights and Options will be exercisable until the change of control event, while the treatment of unvested Performance Rights and Options will be subject to the discretion of the Board.

(g) Other matters

There are no loans to be granted by the Company to Mr MacKenzie in relation to the acquisition of the Performance Rights or the Options.

The LTIP was first introduced in 2006. No other Performance Rights or Options have yet been granted under the LTIP to any Director or an associate.

(h) Recommendation

The Directors (other than Mr MacKenzie) unanimously recommend that shareholders vote in favour of the resolution proposed on item 4. Mr MacKenzie makes no recommendation.

Item 5 Grant of Shares to Managing Director (Medium Term Incentive Plan)

Item 5 relates to the participation of the Managing Director and Chief Executive Officer, Mr K N MacKenzie, in the Company's Medium Term Incentive Plan ( MTIP ), as part of Mr MacKenzie's remuneration package.

(a) Background

The MTIP was introduced as a “one off” transitional incentive arrangement. As a result of the transition to the incentive award arrangements being established for Mr MacKenzie following the 2005 Annual General Meeting ( 2005 Award ) and the new awards in item 4 above, there would have been a period of 30 months during which Mr MacKenzie would not have been incentivised through any long term incentive arrangement, other than through the re-testing provisions applicable to the 2005 Award.

The Board therefore, considered it necessary to address this gap during a critical period when Mr MacKenzie’s key focus is to drive and consolidate the outcomes of ‘The Way Forward’ strategy of the Company. As a result, the Board put in place the MTIP.

Under the MTIP, Mr MacKenzie is potentially entitled to receive cash awards. Vesting under the current award is subject to the satisfaction of challenging performance measures achieved over 2 years ending on 31 December 2008. The performance measures focus on sustained delivery of ‘The Way Forward’ strategy and creating the platform for excellent Company performance in the longer term.

The Board wishes for some or all of the MTIP incentive payable to be awarded in the form of cash, ordinary shares in the Company, or a combination of shares and cash, may be granted to him. The Company has made an offer to Mr MacKenzie to participate in the MTIP, which he has accepted.

The Company intends that any shares granted to Mr MacKenzie pursuant to the MTIP will be acquired on-market on ASX and transferred to Mr MacKenzie.

While the ASX Listing Rules do not require the Company to obtain the approval of shareholders for the participation of Mr MacKenzie in the MTIP, the Board considers that it is appropriate from a governance perspective for such participation to be subject to approval.

(b) Date the shares will be provided

As explained below, to the extent that any award is made to Mr MacKenzie under the MTIP, and that award is made in the form of shares in the Company, 50% of that award will be transferred to Mr MacKenzie at the end of 2009, and the balance at the end of 2010.

(c) Maximum number of shares to be provided

Awards under the MTIP will be at the discretion of the Board.

The quantum of an award that may be made to Mr MacKenzie will be valued between zero and 150% of his average Total Fixed Remuneration ( TFR ) over the period of 1 January 2007 to 31 December 2008.

As noted above, an award may be made in the form of cash, shares in the Company, or a combination of both, as determined by the Board in its discretion. The maximum number of shares in the Company that may be acquired by Mr MacKenzie under the MTIP is the number that is of equivalent value at the date of the award to 150% of his average TFR, as outlined above (plus an additional number of shares equivalent to the notional dividends on the principal shares, as described below). It is currently anticipated that, applying the formula set out above, the number of shares that could be awarded to Mr MacKenzie under the MTIP will be approximately 500,000 shares, subject to factors such as the level of Mr MacKenzie's average TFR over the relevant period and the Amcor share price at the date the award is made.

(d) Price of the shares

No amount is payable by Mr MacKenzie in relation to an award made under the MTIP, including in relation to shares in the Company acquired by him pursuant to such an award.

(e) Performance assessment

Any award under the MTIP is subject to the discretion of the Board.

However, the offer made to, and accepted by, Mr MacKenzie to participate in the MTIP sets out a range of performance measures that will be used as a 'scorecard' by the Board in measuring Mr MacKenzie's success in executing the Company's 'Way Forward' strategy.

These performance measures will be assessed over the period from 1 January 2007 to 31 December 2008 (the Performance Period ). The measures are defined in terms of a number of strategic objectives of the Company.

Where Mr MacKenzie's performance is considered by the Board to have exceeded expectations, as measured against these performance criteria, the maximum award that may be made to him under the MTIP is 150% of his average TFR over the Performance Period. If an award is made to Mr MacKenzie, the minimum award will be 50% of that average TFR. However, it is possible that the Board may decide to make no award to Mr MacKenzie under the MTIP, following assessment of Mr MacKenzie's performance against the relevant performance criteria.

At the time the Board makes an award (if any) to Mr MacKenzie, it will determine whether the award is to be made as a cash amount, as shares in the Company, or as a combination of cash and shares. Where the award is to include shares in the Company, the number of shares ( Award Shares ) will be determined by dividing the quantum of the award that is to be granted as shares by the volume weighted average share price of shares in the Company traded on the ASX during the five trading days prior to the last day of the Performance Period (the Award Share Price ). The remainder of the award (if any) will be made in the form of a cash amount.

(f) “Capping” mechanism

Any award made to Mr MacKenzie under the MTIP will be subject to a 'capping' mechanism, by reference to vesting of interests under the 2005 Award.

Under the 2005 Award, Options and Performance Rights vest based on TSR performance hurdles.

The 2005 Award and the award that the Board may make to Mr MacKenzie under the MTIP are linked in that the number of shares that Mr MacKenzie may receive under the MTIP will be reduced on a dollar for dollar basis, according to the portion of Mr MacKenzie's 2005 Award that vests due to retesting.

The Board considers that this mechanism is appropriate to avoid the situation of both the 2005 Award and MTIP awards vesting at the same time.

(g) Deferral period

While any award made to Mr MacKenzie will vest at the end of the Performance Period, the award will be subject to a 'Deferral Period' during which, subject to Mr MacKenzie continuing to be employed by the Company, 50% of the award will be deferred for the period 1 January 2009 to 31 December 2009 and be transferred to Mr MacKenzie at the end of that period; and the remaining 50% will continue to be deferred until 31 December 2010, and transferred to Mr MacKenzie at that date.

At the end of each Deferral Period, the number of shares included in the award will be increased by the number of shares in the Company that is equal to the value of dividends payable in respect of the Award Shares during that Deferral Period divided by the Award Share Price. The Company will procure that the shares included in each 50% component of the award will be acquired prior to the end of each Deferral Period and transferred to Mr MacKenzie at the end of the relevant Deferral Period

(h) Expiry and lapse of award during the Performance Period

In the event of the termination of Mr MacKenzie's employment during the Performance Period due to retrenchment, redundancy, business restructure, expiry (non-renewal) of contract, total and permanent disablement or death, the treatment of any unvested award will be subject to the discretion of the Board (on a pro-rata basis). The Board may waive any applicable performance hurdle at its discretion, having regard to relevant matters including time served or performance achieved to the date of termination. In the event that Mr MacKenzie's employment is terminated during the Performance Period due to voluntary resignation, performance-related termination or summary termination, any unvested award will immediately expire.

In the event of the termination of Mr MacKenzie's employment during the Deferral Period for any reason other than summary termination, any vested award will be received by Mr MacKenzie according to the existing schedule for him to receive the award. In the case of summary termination, any vested award will immediately expire.

In the event of a change of control of the Company, as determined by the Board, the Board may waive the performance conditions or transfer restrictions applicable to an award, and may resolve that an award may be replaced by awards in, or may be satisfied by the delivery of shares in, the acquirer of the Company.

(i) Recommendation

The Directors (other than Mr MacKenzie) unanimously recommend that shareholders vote in favour of the resolution proposed on item 5. Mr MacKenzie makes no recommendation.

Item 6

Remuneration Report

The Remuneration Report for the financial year ended 30 June 2007 is set out in the Report of the Directors on pages 30 to 40 of the 2007 Full Year Financial Report. It is also available on the Company’s website, www.amcor.com.

The Remuneration Report sets out, in detail, the Company’s policy for determining remuneration for Directors and Senior Executives. It includes information on the elements of remuneration that are performance based, the performance hurdles that apply and the methodology used to assess satisfaction of those performance hurdles. A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

Recommendation

The Directors unanimously recommend that shareholders vote in favour of the resolution on item 6. Whilst the Corporations Act requires the resolution on item 6 to be put to the vote, the resolution is advisory only and does not bind the Directors or the Company.

Item 7

Amendment of Constitution – Renewal of Proportional Takeover Rule

A special resolution is being put to shareholders under sections 136(2) and 648G of the Corporations Act to amend the Company's Constitution by renewing the existing Rule 97, and introducing a new Rule 97.3.

(a) Proportional Takeover Rule

Rule 97 of the Company's Constitution (as proposed to be renewed and amended) is in the following terms:

97.	Approval of partial takeover bids
97.1	If offers are made under a proportional takeover bid for securities of the Company:
	(a) the registration of a transfer giving effect to a takeover contract resulting from the bid is
	prohibited unless and until a resolution (anApproving Resolution) to approve the bid is
	passed in accordance with this Rule;
	(b) a person (other than the bidder or an associate of the bidder) who, as at the end of the
	day on which the first offer under the takeover bid was made, held bid class securities, is
	entitled to vote on the Approving Resolution;
	(c) a bidder or an associate of the bidder is not entitled to vote on an Approving Resolution;
	(d) an Approving Resolution is to be voted on at a meeting, convened and conducted by the
	Company, of the persons entitled to vote on the Approving Resolution; and
	(e) an Approving Resolution that has been voted on in accordance with this Rule shall be
	taken to have been passed if the proportion that the number of votes in favour of the
	resolution bears to the total number of votes on the resolution is greater than one-half,
	and otherwise shall be taken to have been rejected.
97.2	This Rule 97 ceases to apply on the third anniversary of the later of the date of the adoption or last
	renewal of this Rule.
97.3	The provisions of this Constitution that apply in relation to a general meeting of the Company shall,
	with such modifications as the circumstances require, apply in relation to a meeting that is convened
	to vote on an Approving Resolution and shall so apply as if such a meeting were a general meeting
	of the Company.

(b) General

Rule 97 was last adopted by shareholders on 28 October 2004. Under its terms, and in accordance with the Corporations Act, it will cease to apply three years after that date (ie on 28 October 2007), unless earlier renewed.

If renewed by shareholders at the meeting, Rule 97 will continue to operate for a further three years from the date of the meeting (ie, until 24 October 2010), subject to further renewal.

Rule 97.3 is proposed to be introduced for clarification, and states that a meeting that is convened to vote on an Approving Resolution (as defined in Rule 97) shall be subject to such Rules of the Constitution as apply to a general meeting of the Company.

(c) Effect of the Rule

The effect of Rule 97, if renewed, will be that where a proportional takeover bid is made for securities in the Company (ie, a bid is made for a specified proportion, but not all, of each holder’s bid class securities), the

Company will be able to prohibit the registration of a transfer of shares resulting from a proportional takeover bid unless the bid is approved by shareholders in a general meeting.

The Directors must convene a meeting of shareholders to vote on the proportional takeover bid, and the meeting must be held, and the resolution voted on, at least 15 days before the close of the bid. The resolution must be approved by a majority of votes at the meeting, excluding votes by the bidder and its associates.

The Corporations Act provides that if the meeting is not held within the time required the resolution approving the proportional takeover bid is deemed to have been passed. If the resolution is passed or deemed to be passed, the relevant transfer of shares can be registered in accordance with the Corporations Act.

If the resolution is rejected, the registration of any transfer of shares resulting from the proportional takeover bid will be prohibited and the bid will be deemed to have been withdrawn.

Rule 97, as renewed and amended, will not apply to full takeover bids.

(d) Reasons for Rule 97

The Directors consider that shareholders should have the opportunity to vote on a proposed proportional takeover bid. A proportional takeover bid for the Company may enable control of the Company to be acquired by a party holding less than a majority interest, with the result that shareholders may not have the opportunity to dispose of all their securities. Remaining shareholders would risk being part of a minority interest in the Company or suffering loss if the takeover bid causes a decrease in the market price of the securities.

(e) Potential Advantages and Disadvantages

Rule 97, if renewed, will enable shareholders to decide whether a proportional takeover bid should be permitted to proceed. The Rule, as renewed and amended, will allow Directors to formally ascertain the views of shareholders in respect of a proportional takeover bid and provide shareholders with an opportunity to study any proportional takeover bid, and to decide whether to accept a bid that may effect a change of control in the Company, at a meeting called specifically to vote on the proposal. Accordingly, a majority of shareholders will be able to control the terms of any successful bid and the rejection of bids will encourage future proportional takeover bids to be on terms acceptable to the majority of shareholders.

On the other hand, it is possible that proportional takeover bids may be discouraged by Rule 97 as it reduces the possibility of a successful proportional takeover bid. This may reduce any takeover speculation element in the price of the Company's securities.

Shareholders may be denied an opportunity to sell a portion of their securities at an attractive price where the majority rejects an offer from persons seeking control of the Company.

These advantages and disadvantages to Rule 97 have been applicable during the period since 28 October 2004 when the Rule was last renewed. During the period, no takeover bid for securities in the Company (whether proportional or otherwise) has been announced or made.

(f) Specific Advantages or Disadvantages

There are no advantages or disadvantages specific to the Directors in relation to the proposed renewal and amendment of Rule 97, or that have been applicable during the period that the Rule has already been in effect.

(g) Present Takeover Proposals

As at the date of preparation of these Explanatory Notes, the Directors are not aware of any proposal by a person to acquire, or to increase the extent of, a substantial interest in the Company.

(h) Recommendation

The Directors consider that the renewal and amendment of Rule 97 is in the interests of shareholders as it allows the majority of shareholders to determine whether a proportional takeover bid should proceed. The Directors unanimously recommend that shareholders vote in favour of the resolution on item

Mr John G Thorn 17 Thyra Road Palm Beach NSW 2108 Australia Phone. +61 2 9974 5998 Fax. +61 2 9974 3449 Mobile. 0419 276 838 Email. jthorn@bigpond.net.au

27 July 2007

Ms Julie McPherson Company Secretary and Group General Counsel Amcor Limited 679 Victoria Street Abbotsford 3067

Dear Ms McPherson

NOTICE OF NOMINATION OF AUDITOR

I, John Gordon Thorn, a member of Amcor Limited and Chairman of the Company’s Audit and Compliance Committee, nominate PricewaterhouseCoopers for appointment as auditor of the Amcor Group at its next Annual General Meeting to be held on 24 October 2007 or any adjournment thereof.

Yours faithfully

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JOHN GORDON THORN
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