ORORA LIMITED — AGM Information 2020

Sep 16, 2020

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NOTICE OF ANNUAL GENERAL MEETING 2020

Wednesday 21 October 2020 10.30 am (Melbourne time)

ORORA LIMITED ACN 004 275 165

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ORORA NOTICE OF ANNUAL GENERAL MEETING 2020 1

INVITATION FROM THE CHAIRMAN

17 September 2020

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Dear Shareholder

On behalf of the Board of Directors ( Board ), I am pleased to invite you to attend the seventh Annual General Meeting ( AGM ) of Orora Limited ( Orora or Company ), which will be held at 10.30am (Melbourne Time) on Wednesday, 21 October 2020.

It is an honour to be appointed as Chairman of Orora and chair my first AGM, following Chris Roberts’ retirement on 12 February 2020. As part of Board succession planning, John Pizzey also retired from the Board on 31 May 2020. Tom Gorman, who was appointed to the Board and elected at last year’s AGM, has been appointed as Chair of the Human Resources Committee, succeeding John Pizzey in this role. On behalf of the Board, I would like to thank Chris and John for their outstanding leadership and significant contribution to Orora.

In an unprecedented year due to coronavirus ( COVID-19 ), Orora has continued to deliver value to shareholders. On 30 April 2020, Orora completed the sale of its Australasian Fibre business to a wholly owned subsidiary of Nippon Paper Industries for $1.72 billion, with net proceeds after tax and costs of approximately $1.55 billion. The sale represents compelling value for shareholders and enhances Orora’s strong balance sheet, to deliver value creation through growth investment or long term capital management from surplus sale proceeds and operating cash flows.

The sale of the Australasian Fibre business enabled Directors to return $600 million to shareholders on 29 June 2020 on a preconsolidated basis, comprising a special dividend of $450 million (37.3 cents per share) partially franked at a rate of 50%, and a capital return of $150 million by way of cash payment of 12.4 cents per share (following shareholder approval at the 16 June 2020 General Meeting). Shareholders also approved a consolidation of Orora shares by converting every one share to 0.8 shares (5 shares became 4) which took effect on 25 June 2020, to adjust Orora’s number of shares equivalent to the quantum of the cash return.

The sale of the Australasian Fibre Business also provided an important opportunity to assess and shape the strategic path ahead for Orora, so that the Company can both optimise and grow. Further information on the strategy will be provided at the meeting.

While the Board’s preference is to pursue potential growth investment opportunities, investment for growth is unclear at this time. Accordingly, and when combined with a strong balance sheet, the Board considers it prudent to return some excess capital to shareholders by way of an on-market buyback of up to 10% of issued share capital, representing approximately 96.5million shares, as announced on 20 August 2020 as part of the August results.

Operationally, Orora teams have performed extraordinarily well responding to the impacts of COVID-19. Orora has continued to operate its manufacturing and distribution facilities to support the supply of essential products and services and a range of measures have been implemented to protect the health and safety of site team members and also those working from home.

Due to the continuing developments in relation to COVID-19, we are making some changes to our AGM approach this year, with the health and safety of our shareholders and employees being of paramount importance. In light of continuing restrictions on large gatherings at the date of this notice, it is not feasible or advisable for shareholders to physically attend this year’s AGM.

Accordingly, we have adopted measures to allow shareholders to participate in the AGM online this year. Specifically, and similarly to the approach taken for our General Meeting held on 16 June 2020, the AGM will be made accessible to shareholders via a live webcast, as well as an online platform, which will include the facility for shareholders to ask questions in relation to the business of the meeting and to vote in real time at the meeting. These processes are set out in this notice of meeting. The Board encourages shareholders to participate in the meeting via the online platform and strongly encourages shareholders to submit questions online before 10.30am (Melbourne Time) on Thursday, 15 October 2020 so that the Company can consider and address relevant questions in the AGM presentation.

You may also participate in the meeting by lodging a direct vote in advance of the meeting or appointing a proxy to attend the AGM online and vote on your behalf.

This notice of meeting (which includes the following agenda, eligibility to vote and explanatory notes) details the formal business to be dealt with at the AGM. Briefly, this will be to:

1. receive and consider the formal reports for the financial year;

2. re-elect Ms Abi Cleland as Director;

3. approve the grant of short-term and long-term incentives (performance rights) to Mr Brian Lowe, the Managing Director and Chief Executive Officer ( CEO );

4. adopt the 2020 remuneration report; and

5. amend the Company’s Constitution.

The Board unanimously recommends shareholders vote in favour of these resolutions.

On behalf of the Board, I thank you for your continued support as a shareholder of Orora and I hope that you will participate in the meeting online.

Yours faithfully

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Rob Sindel Chairman

2 ORORA NOTICE OF ANNUAL GENERAL MEETING 2020

NOTICE OF ANNUAL GENERAL MEETING 2020

Notice is hereby given that the seventh Annual General Meeting ( AGM ) of Orora Limited ACN 004 275 165 ( Orora or Company ) will be held on Wednesday 21 October 2020 at 10.30am (Melbourne Time).

In accordance with government guidance and restrictions on travel and public gatherings at the time of issuing this notice of meeting, the meeting will be held in virtual format only.

Business of the Meeting

1. Financial Statements and Reports

To receive and consider the Financial Statements of the Company and the Reports of the Directors and the Auditor of the Company for the financial year ended 30 June 2020.

2. Re-election of Abi Cleland as Director

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

To re-elect as a Director, Ms Abi Cleland, who retires by rotation in accordance with the Company’s Constitution and the ASX Listing Rules and, being eligible, offers herself for re-election.

3. Incentive Grants to Managing Director and CEO

To consider and, if thought fit, pass the following resolutions as ordinary resolutions relating to incentive grants to Mr Brian Lowe as Managing Director and Chief Executive Officer of the Company:

• (a) That, for the purposes of ASX Listing Rule 10.14, sections 200B and 200E of the Corporations Act 2001 (Cth) (Corporations Act) and for all other purposes, approval is given for the Company to grant to the Managing Director and Chief Executive Officer of the Company, Mr Brian Lowe, Deferred Performance Rights in accordance with the rules of the Company’s short term incentive plan (in respect of the financial year ending 30 June 2021), and to provide Mr Lowe any or all of the benefits (including on cessation of employment) on the terms summarised in the Explanatory Notes to this Notice of Meeting.

• (b) That, for the purposes of ASX Listing Rule 10.14, sections 200B and 200E of the Corporations Act and for all other purposes, approval is given for the Company to grant to the Managing Director and Chief Executive Officer of the Company, Mr Brian Lowe, 339,147 Performance Rights in accordance with the rules of the Company’s long term incentive plan, and to provide Mr Lowe any or all of the benefits (including on cessation of employment) on the terms summarised in the Explanatory Notes to this Notice of Meeting.

Voting exclusions

Under the ASX Listing Rules and the Corporations Act, the Company will disregard any votes cast in favour of the proposed resolutions in items 3(a) and 3(b) by or on behalf of:

• Mr Lowe; or

• any of his Associates (given the same meaning as in the ASX Listing Rules).

However, the Company will not disregard the vote if it is cast:

• as proxy or attorney for a person entitled to vote on the resolution in accordance with a direction given to the proxy or attorney to vote on the resolution in that way;

• by the Chairman of the AGM, as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided that:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the resolution; and

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

• In addition, a vote must not be cast, and the Company will disregard any votes cast, on the resolutions in items 3(a) and 3(b) by any member of the Company’s Key Management Personnel ( KMP ) or any Closely

Related Party of a KMP who is appointed as a proxy for a person who is entitled to vote, where the appointment does not specify how the proxy is to vote on items 3(a) and 3(b).

Closely Related Party is defined in the Corporations Act and includes a spouse, dependant and certain other close family members, as well as any companies controlled by a member of the KMP.

However, this exclusion will not apply where the vote is cast by the Chairman of the AGM as proxy for a person who is entitled to vote, and the proxy appointment expressly authorises the Chairman to vote undirected proxies on the proposed resolutions in items 3(a) and 3(b) as the Chairman decides.

The Chairman of the AGM intends to vote undirected proxies (where the Chairman has been appropriately authorised) in favour of the proposed resolutions in items 3(a) and 3(b). If you do not wish the Chairman of the AGM to vote in favour of the proposed resolutions in items 3(a) and 3(b) as your proxy, it is important that you complete the voting directions in respect of those items in Step 2 of the proxy form.

4. Remuneration Report

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

To adopt the Remuneration Report of the Company for the financial year ended 30 June 2020.

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

Voting exclusions

Under the Corporations Act, the following persons may not vote, and the Company will disregard any votes cast by or on behalf of the following persons, on the proposed resolution in item 4:

• any of the Company’s KMP whose remuneration details are included in the Remuneration Report; or

• any of that KMP’s Closely Related Parties, whether as shareholder or proxyholder.

However, the Company will not disregard the vote as a result of these exclusions if it is cast:

• as proxy for a person who is entitled to vote in accordance with a direction on the proxy form; or

• by the Chairman of the AGM as proxy for a person who is entitled to vote, and the Chairman has received express authority to vote undirected proxies as the Chairman decides.

5. Amendment to Constitution

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

That for the purposes of section 136(2) of the Corporations Act, the constitution tabled at the meeting and signed by the chairman of the meeting for the purpose of identification is approved and adopted as the constitution of the Company in place of the current constitution with effect from the close of the meeting.

Dated: 17 September 2020

By order of the Board

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Ann Stubbings

Company Secretary Orora Limited

ORORA NOTICE OF ANNUAL GENERAL MEETING 2020 3

Explanatory Notes

These explanatory notes form part of the notice of meeting and should be read in conjunction with it. These explanatory notes have been prepared to provide shareholders with important information regarding the items of business proposed for consideration at the AGM.

1. Financial Statements and Reports

As required by section 317 of the Corporations Act, the Financial Statements of the Company and the Directors’ Report and Auditor’s Report of the Company for the most recent financial year (namely the financial year ended 30 June 2020) will be laid before the AGM.

There is no requirement for a formal resolution on this item. Accordingly, there will be no formal resolution put to the AGM in respect of the Financial Statements of the Company and Directors’ Report and Auditor’s Report of the Company for the financial year ended 30 June 2020. However, shareholders will be given a reasonable opportunity at the AGM to comment and raise questions on the Financial Statements of the Company and Directors’ Report and Auditor’s Report of the Company. Shareholders will also be able to ask the Company’s Auditor questions. Shareholders may and are encouraged to submit questions in advance of the meeting in accordance with the instruction on page 11 of this notice.

2. Re-election of Abi Cleland as Non-Executive Director

In accordance with Rule 64.1 of the Company’s Constitution and Listing Rules 14.3 - 14.5, Ms Abigail (Abi) Cleland will retire by rotation and, being eligible, offers herself for re-election.

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Abi Cleland is an independent Non-Executive Director. She was appointed a Director of the Company in February 2014 and was last elected by shareholders at the 2017 AGM. Ms Cleland retires by rotation in accordance with Rule 64 of the Company’s Constitution and offers herself for re-election at this meeting. Ms Cleland has extensive global experience in strategy, M&A, digital and running businesses. This has been gained from senior executive roles in the industrial, retail, agriculture and financial services sectors, including with ANZ, Amcor, Incitec Pivot and as Managing Director of 333 Management, after starting her career at BHP working in Australia and Asia.

From 2012 to 2017, Ms Cleland set up and ran an advisory and management business, Absolute Partners, focusing on strategy and building businesses leveraging disruptive change, for large corporates and entrepreneurial businesses.

Directorships of listed entities and other directorships and offices

Current:

• Director, Coles Group Ltd (since November 2018)

• Director, Computershare Limited (since February 2018)

• Director, Sydney Airport Limited (since April 2018)

• Director, Swimming Australia (Audit Chair) (since July 2015)

Recent (last 3 years):

• Chair, Planwise Australia (June 2016 to March 2020) and Director (January 2016 to March 2020)

• Director, BWX Limited (August 2017 to December 2017)

Board committee membership

• Chair, Safety, Sustainability & Environment Committee

• Member, Human Resources Committee and Nomination Committee

Board recommendation

The Directors (other than Ms Cleland in relation to her own re-election) consider that Ms Cleland qualifies as an independent Non-Executive Director and unanimously recommend that shareholders vote in favour of resolution 2. Ms Cleland makes no recommendation in relation to resolution 2 due to her interest in the resolution.

4 ORORA NOTICE OF ANNUAL GENERAL MEETING 2020

3. Incentive Grants to Managing Director and Chief Executive Officer

The Company remunerates its Executive KMP (being all KMP other than the Non-Executive Directors) and other eligible executives using a combination of fixed and variable plans, with a greater emphasis on variable (at-risk) plans designed to directly incentivise performance. Details of the current total remuneration package of Orora’s Managing Director and Chief Executive Officer, Mr Brian Lowe, are set out in the Remuneration Report of the 2020 Orora Annual Report. Mr Lowe currently receives:

• fixed remuneration of $1,250,000 per annum for the financial year ending 30 June 2021, including superannuation benefits;

• a short term incentive grant, with a maximum opportunity of 100% of his fixed remuneration for the financial year ending 30 June 2021; and

• a long term incentive grant, with a maximum opportunity of 70% of his fixed remuneration for the financial year ending 30 June 2021 (subject to shareholder approval).

Under ASX Listing Rule 10.14, shareholder approval is required in order for a Company to issue performance rights to a Director under an employee incentive scheme. As such, shareholders are asked to approve the following grants under the Company’s short term incentive ( STI ) plan and long term incentive ( LTI ) plan to Mr Lowe, on the terms set out below. If shareholder approval is not obtained, the Board will consider alternative arrangements to appropriately remunerate and incentivise Mr Lowe.

(a) Short term incentive (STI) grant to Managing Director and Chief Executive Officer

The Company’s STI plan is designed to reward Executive KMP and other eligible executives for the achievement of the Company’s key short-term (annual) performance measures, which typically include safety, strategic initiatives and a strong weighting towards financial growth and returns. Two-thirds of an award under the STI plan is made in the form of a cash payment following the release of the end of year results and the remaining one-third comprises time restricted rights to Orora shares (Deferred Performance Rights). Deferred Performance Rights are used by the Company as the equity deferral under the STI plan both aligns overall reward outcomes to value creation for shareholders, and acts as a retention tool.

Approval is being sought from shareholders for the Managing Director and Chief Executive Officer, Mr Lowe, to participate in the STI plan and receive Deferred Performance Rights on the terms below for the financial year ending 30 June 2021.

Overview of the proposed grant:

ENTITLEMENT UNDER	The number of Deferred Performance Rights to be granted to Mr Lowe will be calculated:
THE STI OFFER	a. as a percentage of the total STI award payable following the fnancial year ending 30 June 2021 (Relevant
	Performance Period); and
	b. by reference to the volume-weighted average price (VWAP) of the Company’s shares for the fve trading days
	up to and including 30 June 2021.
	The range of the STI award payable to Mr Lowe is 0-100% of his total fxed remuneraton (TFR) for the Relevant
	Performance Period. As one-third of any STI award will consist of Deferred Performance Rights, the maximum
	value of the Deferred Performance Rights granted to Mr Lowe in respect of the Relevant Performance Period will
	be $416,670. Each Deferred Performance Right is a right to acquire one share in the Company, subject to meetng
	the vestng conditons.

As the VWAP of the Company’s shares for the five trading days up to and including the end of the Relevant Performance Period is currently unknown, the maximum number of Deferred Performance Rights (if any) to be granted to Mr Lowe cannot be specified. The method for calculating the number of Deferred Performance Rights to be granted to Mr Lowe is set out below.

The Board has set performance targets for Mr Lowe for the Relevant Performance Period against which his entitlement to a grant under the STI plan will be measured. These targets range across financial, strategic, and personal measures, with a safety overlay applied to any STI grant. The weighting attributed to each of these targets is as follows:

Target	% Weightng
Proft before interest and tax (PBIT)	60% (with a stretch weightng of 100%)
Average working capital as a % of sales	10%
Individual objectves	30%

Safety overlay

Any STI grant to be made to Mr Lowe on satisfaction of the above targets is also subject to Orora’s performance against a set of safety objectives, measured against key safety metrics. In the event that these safety objectives are not met, any STI grant to Mr Lowe may be reduced by up to 10% at the Board’s discretion.

The Board has chosen the above targets to provide an appropriate balance of financial and non-financial metrics which incentivises performance against the Company’s short-term objectives.

In conducting its assessment of Mr Lowe’s performance against the above targets, the Board also considers:

a. how Mr Lowe’s performance aligned to the Company’s values;

b. how proactive Mr Lowe was in overcoming challenges in the delivery of the final outcome; and c. what Mr Lowe’s individual contribution was to the collective outperformance of the Company.

ORORA NOTICE OF ANNUAL GENERAL MEETING 2020 5

Example

As an illustration only, set out below is an example of the calculation of the number of Deferred Performance Rights that may be granted to Mr Lowe under the STI plan in respect of the Relevant Performance Period, on the basis that:

• a. Mr Lowe’s TFR for the Relevant Performance Period is $1,250,000; and

assuming that:

• b. based on his performance during that financial year, the Board determines that Mr Lowe’s STI award will be 70% of his TFR; and

• c. the VWAP of Orora shares on the ASX during the five trading days up to and including 30 June 2021 is $2.58, the number of Deferred Performance Rights to be granted to Mr Lowe would be calculated as follows:

([$1,250,000 ×70%] ×1/3)÷$2.58

Based on the above assumptions, and the assumption that Mr Lowe’s stipulated safety objectives under the safety overlay were achieved, Mr Lowe would be granted 113,049 Deferred Performance Rights.

	Based on the above assumptons, and the assumpton that Mr Lowe’s stpulated safety objectves under the safety overlay were achieved, Mr Lowe would be granted 113,049 Deferred Performance Rights.
	The above calculaton is shown by way of example only and does not commit the Board to the fgures above,
	including the STI award for Mr Lowe and the VWAP of Orora shares for the relevant period. It is also important to
	note that the relevant VWAP of Orora shares will directly afect the number of Deferred Performance Rights that
	may be granted to Mr Lowe.
	Where Deferred Performance Rights vest under the STI plan, the Company intends to satsfy each right to acquire
	a share in respect of each Deferred Performance Right by on-market purchases on behalf of Mr Lowe; however
	the Company may instead issue new ordinary shares to Mr Lowe.
DATE OF GRANT	If shareholder approval is obtained, and assuming that Mr Lowe becomes eligible to receive a grant under the STI
	plan, the Deferred Performance Rights will be granted to Mr Lowe by no later than 30 September 2021.
VESTING PERIOD	The vestng period for the Deferred Performance Rights is two years from the date of the grant. The vestng of
AND CONDITIONS	Deferred Performance Rights is conditonal upon Mr Lowe’s contnued employment with the Company throughout
	this period.
	Any Deferred Performance Rights that do not vest will lapse.
	The Board has overall discreton on the fnal STI outcome for Mr Lowe, mitgatng the risk of unintended award
	outcomes, including reducing any STI grant to Mr Lowe in the event safety objectves are not met and to
	determine how share rights may be treated in the event of a material event (such as an acquisiton, divestment
	or change of control) afectng the Company. The Board retains discreton regarding grant, lapse, forfeiture and
	claw-back if, in its opinion, Mr Lowe has acted in a manner contrary to Orora values, or in a manner that brings the
	Company or any company within the Orora Group into disrepute.
TRADING RESTRICTIONS	Shares allocated following the vestng of Deferred Performance Rights are not subject to any specifc trading
	restrictons other than the general restrictons set out in the Company’s Share Trading and Minimum Shareholding
	Policies.
PRICE PAYABLE ON	No amount is payable in respect of any grant or on the vestng of Deferred Performance Rights.
GRANT OR EXERCISE
CESSATION OF	If Mr Lowe ceases employment with the Company before the Deferred Performance Rights vest, then all unvested
EMPLOYMENT	Deferred Performance Rights will lapse.
	However, in limited circumstances, including, for example, retrement, the Board may exercise its discreton to
	determine the treatment of unvested Deferred Performance Rights and, to the extent permited by law, may elect
	to setle any Deferred Performance Rights by way of a cash payment (rather than ordinary shares).
OTHER REQUIRED	Approval is being sought for the grant of Deferred Performance Rights to Mr Lowe because he is a Director of the
INFORMATION	Company.
	Mr Lowe was granted 66,214 Deferred Performance Rights in accordance with shareholder approval at the 2019
	AGM in his capacity as Managing Director and Chief Executve Ofcer. No consideraton was payable by Mr Lowe in
	respect of this grant.
	There is no loan scheme in relaton to the acquisiton of the Deferred Performance Rights issued under the STI plan.
	Details of any Deferred Performance Rights issued to Mr Lowe under the STI plan will be published in Orora’s
	annual report relatng to the period in which they were issued, along with a statement that approval for the issue
	was obtained under ASX Listng Rule 10.14. Any additonal persons covered by ASX Listng Rule 10.14 who become
	enttled to partcipate in an issue of Deferred Performance Rights under the STI plan afer resoluton 3(a) is
	approved and who were not named in this notce of meetng will not partcipate untl approval is obtained under
	ASX Listng Rule 10.14.

6 ORORA NOTICE OF ANNUAL GENERAL MEETING 2020

(b) Long term incentive (LTI) grant to Managing Director and Chief Executive Officer

Approval is being sought from shareholders for the Managing Director and Chief Executive Officer, Mr Lowe, to participate in the Company’s LTI plan and receive Performance Rights on the terms below for the Relevant Performance Period. Performance Rights are used by the Company under the LTI as they reward Mr Lowe for the achievement of long-term sustainable business outcomes and value creation for shareholders by requiring the achievement of set financial hurdles over the Performance Period in order for the Performance Rights to vest.

(b) Long term incentve (LTI) grant to Managing Director and Chief Executve Ofcer Approval is being sought from shareholders for the Managing Director and Chief Executve Ofcer, Mr Lowe, to partcipate in the Company’s LTI plan and receive Performance Rights on the terms below for the Relevant Performance Period. Performance Rights are used by the Company under the LTI as they reward Mr Lowe for the achievement of long-term sustainable business outcomes and value creaton for shareholders by requiring the achievement of set fnancial hurdles over the Performance Period in order for the Performance Rights to vest.	(b) Long term incentve (LTI) grant to Managing Director and Chief Executve Ofcer Approval is being sought from shareholders for the Managing Director and Chief Executve Ofcer, Mr Lowe, to partcipate in the Company’s LTI plan and receive Performance Rights on the terms below for the Relevant Performance Period. Performance Rights are used by the Company under the LTI as they reward Mr Lowe for the achievement of long-term sustainable business outcomes and value creaton for shareholders by requiring the achievement of set fnancial hurdles over the Performance Period in order for the Performance Rights to vest.
# Performance Rights Vestng (subject to relevant performance conditons being met)
339,147 Following the release of the full year results for the fnancial year ending 30 June 2023 (antcipated to be in August 2023) but will be subject to an additonal one year employment restricton before vestng.
Details of Orora’s LTI plan are contained in the Remuneraton Report. The key terms of the performance rights to be granted to Mr Lowe for the fnancial year ending 30 June 2021 are set out below. Overview of the proposed grant:
ENTITLEMENT UNDER THE LTI OFFER	The Board has invited Mr Lowe to apply for a grant of Performance Rights, subject to shareholder approval. Each Performance Right is a right to acquire one share in the Company. The maximum number of shares that may be acquired by Mr Lowe under the grant is 339,147 shares arising from the vestng of Performance Rights. The number of Performance Rights proposed to be awarded to Mr Lowe has been calculated by reference to market value, using the VWAP of the Company’s ordinary shares traded on the ASX over the fve trading days up to and including 30 June 2020, which is $2.58. The value of the grant represents 70% of the total annual fxed remuneraton Mr Lowe would receive during the full fnancial year ending 30 June 2021, being $875,000. Where Performance Rights vest under the LTI plan, the Company intends to satsfy each right to acquire a share in respect of each Performance Right by on-market purchases on behalf of Mr Lowe; however the Company may instead issue new ordinary shares to Mr Lowe.
DATE OF GRANT	If shareholder approval is obtained, the Performance Rights will be granted to Mr Lowe by no later than 12 months afer the date of the 2020 AGM.
PERFORMANCE CONDITIONS FOR THE GRANT	Two performance conditons apply to the LTI Performance Rights grant as detailed below: EPS (with RoAFE gateway) 50% weightng Relatve TSR (with absolute TSR gateway) 50% weightng Performance Rights to be granted to Mr Lowe are subject to the EPS performance conditon (with RoAFE gateway) (50% weightng) and the relatve Total Shareholder Return (TSR) performance conditon (with absolute TSR gateway) (50% weightng). EPS Conditon EPS measures the earnings generated by the Company atributable to each share on issue. EPS will be calculated based on the Company’s net proft afer tax excluding signifcant items, calculated on a constant currency basis (subject to Board discreton) for the relevant fnancial year, divided by the weighted average number of shares on issue during the year. The EPS base startng point will be 13.2 cents, being the Company’s normalised result for the contnuing businesses (excluding the Australasian Fibre business sold in April 2020) for the full fnancial year ended 30 June 2020, excluding signifcant items. The Board (excluding Mr Lowe) has reviewed the EPS targets for the purpose of determining the percentage of Performance Rights that will vest under the LTI grant, to refect the underlying business performance. The growth in the Company’s EPS over the relevant Performance Period will be calculated as the increase in EPS over the base of 13.2 cents on a constant currency basis. The compound growth in EPS will be expressed as a cumulatve percentage. The percentage of Performance Rights that will vest (subject to achievement of the RoAFE gateway) will be determined as follows, subject to any adjustments for abnormal or unusual proft items that the Board, in its discreton, considers appropriate: EPS Growth % of Performance Rights/Optons that will vest less than 4% 0% at 4% 50% between 4% and 8% straight line vestng between 50% and 100% at 8% and above 100%

EPS Condition (with RoAFE gateway)

50% of any LTI grant to Mr Lowe is subject to an EPS condition (based on the Company’s compound annual growth rate in EPS over the Performance Period), with a separate minimum gateway based on RoAFE.

RoAFE gateway

In order for any Performance Rights subject to the EPS performance condition to vest, the Company will first need to meet a minimum RoAFE gateway of 12.5%.

RoAFE will be calculated as earnings before interest and tax (excluding significant items earned by the Company during the relevant reporting period, subject to Board discretion), divided by the average funds employed by the Company as at the 30 June testing date.

ORORA NOTICE OF ANNUAL GENERAL MEETING 2020 7

If the RoAFE gateway for the grant is not met in the Performance Period, all Performance Rights subject to this condition will lapse. If the RoAFE gateway for the grant is met in the relevant Performance Period, the relevant Performance Rights will vest, in accordance with the EPS vesting schedule above.

Relative TSR condition (with absolute TSR gateway)

50% of any LTI grant to Mr Lowe is subject to a TSR performance condition. The TSR performance condition measures the growth in the Company’s share price together with the value of dividends declared and other returns of capital paid during the Performance Period compared to companies ranked 50 to 150 (with no exceptions) on the S&P/ASX index (as at 1 July 2020) ( Comparator Group ). The Comparator Group has been selected because the Board considers that this group appropriately reflects Orora’s current market position. The percentage of Performance Rights subject to the TSR condition that vest under the grant, if any, will be determined by reference to the percentile ranking achieved by the Company over the relevant Performance Period compared to the other entities in the Comparator Group as follows:

TSR Performance	% of Performance Rights/Optons that will vest
less than 50th percentle	0%
at 50th percentle	50%
between 50th and 75th percentle	straight line vestng between 50% and 100%
at 75th percentle and above	100%

Absolute TSR gateway

In addition, for any Performance Rights subject to this performance condition to vest, Orora’s absolute TSR over the Performance Period must not be negative. If Orora’s absolute TSR over the Performance Period is negative, no Performance Rights subject to this performance condition will vest, regardless of Orora’s relative performance against the Comparator Group. If Orora’s TSR over the Performance Period is not negative, the Performance Rights in the grant will vest in accordance with the TSR vesting schedule above.

The share prices used to calculate the TSR of the Company and each Comparator Group company for the Performance Period will be measured as follows:

• a. the opening share price will be the VWAP on the ASX of the Company’s ordinary shares, or the applicable Comparator Group company, for the five trading days leading up to and ended on 30 June 2020; and

• b. to ensure the impact of share price volatility is minimised, the closing share price will be the VWAP on the ASX of the Company’s ordinary shares, or the applicable Comparator Group company, for the 20 trading days ending on the last day of the Performance Period.

PERFORMANCE PERIOD AND VESTING

The Performance Period for the grant is from 1 July 2020 through to 30 June 2023.

The EPS performance condition (and RoAFE gateway), and TSR performance condition, will be tested shortly after the end of the Performance Period for the grant and vesting will be subject to an additional one year employment restriction before vesting. Any Performance Rights that do not vest will lapse.

The Board retains discretion regarding grant, lapse, forfeiture and claw-back if, in its opinion, Mr Lowe has acted in a manner contrary to Orora values, or in a manner that brings the Company or any company within the Orora Group into disrepute. The Board also retains discretion to alter the vesting conditions of Performance Rights where there is a material event (such as an acquisition, divestment or change of control) or other strategic initiative that affects the Company’s capital structure and the relevance of the vesting conditions.

TRADING RESTRICTIONS Shares allocated following the vesting of Performance Rights are not subject to any specific trading restrictions other than the general restrictions set out in the Company’s Share Trading and Minimum Shareholding Policies. PRICE PAYABLE ON No amount is payable by Mr Lowe in respect of the grant or on the vesting of Performance Rights. GRANT OR EXERCISE

CESSATION OF If Mr Lowe ceases employment with the Company before the Performance Rights vest, then all unvested EMPLOYMENT Performance Rights will lapse.

However, in limited circumstances, including, for example, retirement, the Board may exercise its discretion to determine the treatment of unvested Performance Rights and, to the extent permitted by law, may elect to settle any Performance Rights by way of a cash payment (rather than ordinary shares).

OTHER REQUIRED Approval is being sought for the grant of Performance Rights to Mr Lowe because he is a Director of the Company. INFORMATION Mr Lowe was granted 270,900 Performance Rights in November 2019 in accordance with shareholder approval at the 2019 AGM. No consideration was payable by Mr Lowe in respect of the grant or vesting of the Performance Rights. The Performance Rights will vest following the release of the full year results for the financial year ending 30 June 2022 (anticipated to be in August 2022), subject to performance conditions being met, and will be subject to an additional one year employment restriction.

There is no loan scheme in relation to the acquisition of Performance Rights issued under the LTI plan.

Details of any Performance Rights issued to Mr Lowe under the LTI plan will be published in Orora’s annual report relating to the period in which they were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14. Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of Performance Rights under the LTI plan after resolution 3(b) is approved and who were not named in this notice of meeting will not participate until approval is obtained under ASX Listing Rule 10.14.

Board recommendation

The Directors (other than Mr Lowe) unanimously recommend that shareholders eligible to do so vote in favour of resolutions 3(a) and 3(b). For the voting exclusions applicable to resolution 3(a) and (b), please refer to page 3 of this notice of meeting.

8 ORORA NOTICE OF ANNUAL GENERAL MEETING 2020

4. Remuneration Report

The Remuneration Report for the financial year ended 30 June 2020 is set out in the Directors’ Report section of the 2020 Annual Report and is also available on the Company’s website at www.ororagroup.com.

The Remuneration Report sets out in detail the Company’s policy for determining remuneration for Directors and other KMP. It includes information on the elements of remuneration that are performance based, the performance conditions that apply and the methodology used to assess satisfaction of those performance conditions.

The vote on item 4 is advisory only, and does not bind the Directors or the Company. However, shareholders will be given a reasonable opportunity to comment on and ask questions about the Remuneration Report.

Board recommendation

The Directors unanimously recommend that shareholders eligible to do so vote in favour of the adoption of the Remuneration Report. For the voting exclusions applicable to resolution 4, please refer to page 3 of this notice of meeting.

5. Amendment to Constitution

Under section 136(2) of the Corporations Act, the Company may modify its current constitution ( Current Constitutio n) by special resolution. The Company seeks the approval of shareholders to amend its Current Constitution and adopt the proposed constitution in its place as described below ( Proposed Constitution ). The Proposed Constitution incorporates amendments to the Corporations Act and Listing Rules since the Current Constitution was adopted prior to the Company’s listing on ASX in 2013. It also incorporates amendments to reflect changes in developments in corporate governance since that time, including the introduction of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations, as well as generally to update the Current Constitution in keeping with developments in law and practice. The Proposed Constitution retains the principle that the Listing Rules prevail in the event of an inconsistency.

The Proposed Constitution is broadly consistent with the Current Constitution. Most of the changes are relatively minor and do not significantly impact on shareholders. Having regard to the amendments proposed, it is preferable to amend the Current Constitution by way of adopting the Proposed Constitution in its place, rather than merely amending specific provisions. As it is not practicable to list all of the changes which are proposed, a summary of the material changes in the Proposed Constitution is set out in the table below.

For those Shareholders who wish to, they may read the Proposed Constitution in its entirety, as the table below is only intended to be a summary of the material changes. A copy of each of the Current Constitution and the Proposed Constitution can be viewed at the Company’s website here: www.ororagroup.com/investors/charters. Shareholders may also request that a copy of either or both of the Current Constitution and the Proposed Constitution be sent to them by contacting the Company. Please refer to the last page of this notice of meeting for contact details.

Subject Mater	Positon in Current Consttuton	Positon in Proposed Consttuton	Comments
Fees for paper-based	The Current	Clause 9.3	Whilst most transfers of shares in the Company occur on-market, occasionally
transfers	Consttuton		of-market, or paper-based, transfers occur. In order to process paper-based
	is silent.		transfers, the Company’s share registry charges a small administratve fee.
			The Proposed Consttuton includes a provision to allow the Company to
			charge or recover this fee from the relevant transferring partes so that these
			costs are not borne by the Company.
Restricted Securites	Clause 98	Clause 13	Amendments to ASX Listng Rules 9.1(a) and 15.12 came into efect on 1 December 2019. These amendments require listed enttes to include specifc
			wording in their consttutons regarding the treatment of restricted securites
			in order for that listed entty to issue restricted securites.
			Restricted securites are securites which are subject to escrow restrictons
			as determined by ASX, meaning they are restricted from being traded for
			a period of tme. Restricted securites mainly apply to newly listed enttes,
			however can sometmes apply to ongoing listed enttes which issue securites
			that ASX determines should be restricted. The Company does not currently
			have any restricted securites on issues, however the Proposed Consttuton
			includes the requisite wording for the treatment of listed securites in case
			the Company has any restricted securites on issue in the future.
Virtual general	The Current	Clauses 15.3 -	A virtual meetng is a meetng which is held entrely online using audio or
meetngs	Consttuton is silent.	15.5	audio and visual communicaton technology. The_Corporatons (Coronavirus_ Economic Response) Determinaton (No.1) 2020(Determinaton) currently
			permits the holding of virtual meetngs. The Determinaton is currently due
			to expire in March 2021, unless extended.
			It is desirable that the Company contnues to have the ability to hold virtual
			general meetngs in this manner regardless of whether the Determinaton is
			extended, unless the law provides otherwise.

ORORA NOTICE OF ANNUAL GENERAL MEETING 2020 9

Electronic delivery of	The Current	Clauses 15.11	The Determinaton, which is currently due to expire in March 2021 unless
notces of meetng and proxy forms	Consttuton is silent.	and 35.1	extended, permits a notce of meetng and any other informaton provided with that notce to be communicated using technology. For example, an
			entty may send its shareholders an email setng out or ataching a notce of
			meetng and other material relatng to that notce of meetng (for example,
			a proxy form). Alternatvely, an entty may send an email to its shareholders
			with a link to where the notce and other materials can be viewed or
			downloaded. In circumstances where the entty does not have the email
			address for certain shareholders, the entty may send a leter or postcard
			setng out a URL for viewing or downloading the notce and other materials.
			It is desirable that the Company contnues to have the ability to make notces
			of meetng and proxy forms available in this manner regardless of whether
			the Determinaton is extended, unless the law provides otherwise.
Direct votng	The Current Consttuton	Clauses 17.17 - 17.18	Direct votng permits shareholders to exercise their votng rights by lodging their vote before or during the meetng online, by post or other means
	is silent.		approved by the Directors. Direct votng enables shareholders to lodge a
			direct vote without having to atend the meetng or appoint a proxy.
Change of venue	Clause 34	Clause 15.13	The Current Consttuton permits the Directors to cancel or postpone a general
of general meetng			meetng prior to the date of the meetng, except where doing so would be contrary to the Corporatons Act. The Proposed Consttuton also extends this
			provision to enable the Directors to change the place for the meetng.
Maximum number	Clause 51	Clause 19.1	Under the Current Consttuton, the maximum number of Directors that can
of Directors			be appointed to the Board of the Company is 8 and this number can only
			be increased by a resoluton of shareholders. The Proposed Consttuton
			retains the maximum number at 8, however allows that maximum number
			to be increased by a resoluton of the Directors. This gives the Company the
			fexibility to be able to increase the maximum Board size to meet the needs
			of the Company. The Proposed Consttuton also provides that, if they wish to
			increase the maximum number of Directors, the Directors must have regard
			to the current and desired skills and experience of Directors and the strategic
			directon of the Orora Group.
Source of dividends	Clause 82	Clause 30.3	The Current Consttuton gives the Directors discreton to determine the
			amount and tme and method of payment of dividends. The Proposed
			Consttuton expands this to give the Directors greater discreton to
			determine the source of dividends.
Electronic	Clause 90	Clause 35.2	The Current Consttuton allows the Company to give a notce by electronic
communicaton			means. The Proposed Consttuton extends this to allow the Company to provide informaton or signatures, to record informaton or produce or retain
			a document by electronic communicaton. Including this in the Company’s
			consttuton removes any uncertainty in current Australian laws regarding the
			use of electronic signatures for certain documents.

Board recommendation

The Directors unanimously recommend that shareholders vote in favour of resolution 5.

10 ORORA NOTICE OF ANNUAL GENERAL MEETING 2020

INFORMATION FOR SHAREHOLDERS

1. Eligibility to vote

Shareholders will be eligible to vote at the AGM if they are registered holders of ordinary shares in the Company as at 7.00pm (Melbourne Time) on Monday, 19 October 2020.

2. Voting methods

How to vote prior to the meeting — Shareholders may lodge a direct vote or appoint a proxy online at www.linkmarketservices.com.au or by submitting a voting form to the share registry. Please note that your votes need to be received by no later than 10.30am (Melbourne Time) on Monday, 19 October 2020. To log in, you will need your holder identifier (SRN, HIN or employee identification) and postcode.

How to be present virtually and vote at the meeting — Due to COVID-19 restrictions, physical attendance at the meeting will not be possible. However, you will have the opportunity to be present virtually via a live webcast and will be able to vote electronically via an online platform (including lodging a vote in real time and asking questions online). You can access the platform at https://agmlive.link/ORAGM20. To vote or ask a question, you will need your holder identifier (SRN, HIN or employee identification) and postcode.

Voting will be available between the commencement of the Meeting (10.30am on Wednesday 21 October 2020) and the closure of voting as announced by the Chair during the meeting.

More information regarding online participation at the Meeting including how to vote and ask questions is available in the Virtual General Meeting Online Guide. The Guide is available on the Orora website and has been lodged with the ASX.

3. Voting

Attorneys

A shareholder may appoint an attorney to vote on his or her behalf. For an appointment to be effective for the AGM, the instrument effecting the appointment (or a certified copy of it) must be received by the Company at its registered office or by the Company’s Share Registry by no later than 10.30am (Melbourne Time) on Monday, 19 October 2020.

Corporate representatives

A body corporate which is a shareholder, or which has been appointed as a proxy, may appoint an individual to act as its representative at the AGM in accordance with section 250D of the Corporations Act.

If you wish to appoint a body corporate as your proxy, you must specify on the proxy form:

proportion or number of votes that each proxy is appointed to exercise. If no proportions or numbers are specified, each proxy may exercise half of the shareholder’s votes.

Shareholders are encouraged to direct their proxies how to vote on each resolution by selecting the ‘for’, ‘against’ or ‘abstain’ box for each item on the proxy form. If a proxy chooses to vote, then he/she must vote in accordance with the directions set out in the proxy appointment form.

If the Chairman of the AGM is appointed, or taken to be appointed, as a proxy but the appointment does not direct the proxy how to vote on a resolution, then the Chairman intends to exercise the relevant shareholder’s votes in favour of the relevant resolution (subject to the other provisions of these notes, including any voting exclusions set out in this notice).

In order for the proxy appointment to be valid, completed proxy forms (together with any authority under which the proxy was signed or a certified copy of the authority) must be returned before 10.30am (Melbourne Time) on Monday, 19 October 2020 in one of the following four ways:

• by mail: Locked Bag A14, SYDNEY SOUTH, NSW 1235

• online at: www.linkmarketservices.com.au

• by facsimile: (+612) 9287 0309

• by hand (within business hours): 1A Homebush Bay Drive, Rhodes NSW 2138; or Level 12, 680 George Street, SYDNEY, NSW 2000.

5. Questions from shareholders

Shareholders’ questions through an online platform are welcome at the AGM.

However, shareholders are strongly encouraged to submit questions before the meeting so that the Company can consider and address relevant questions as part of the AGM presentation. Questions can be submitted by shareholders before the meeting online at www.ororagroup.com by clicking on “AGM Proxy Voting”, or online at www.linkmarketservices.com.au by logging into your holding, selecting voting and then ‘ask a question’. Submitting questions in advance of the meeting will facilitate a considered reply of relevant questions, but will not stop any shareholder from asking questions at the AGM should they wish to do so.

To be considered in advance of the meeting, written questions must be received by no later than 10.30am (Melbourne Time) on Thursday, 15 October 2020. Please note that individual responses will not be sent.

6. All resolutions will be by poll

The Chairman intends to call a poll on each of the resolutions set out in this notice of meeting.

• the full name of the body corporate appointed as proxy; and

• the full name or title of the individual representative of the body corporate who will be present virtually at the AGM.

Representatives should provide satisfactory evidence of their appointment including any authority under which that appointment is signed (unless previously given to the Company).

4. Voting by proxy

A shareholder entitled to be present virtually and vote at the AGM is entitled to appoint a proxy. A proxy need not be a shareholder of the Company.

The appointment of one or more proxies will not preclude a shareholder from being present virtually and voting.

7. Technical difficulties

Technical difficulties may arise during the course of the AGM. The Chairman has discretion as to whether and how the meeting should proceed in the event that a technical difficulty arises. In exercising his discretion, the Chairman will have regard to the number of shareholders impacted and the extent to which participation in the business of the meeting is affected. Where he considers it appropriate, the Chairman may continue to hold the AGM and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, shareholders are encouraged to lodge a direct vote or a proxy by 10.30am (AEST) on Monday, 19 October 2020 even if they plan to attend online.

A shareholder entitled to cast more than one vote on a resolution may appoint two proxies, in which case the shareholder should specify the

ORORA NOTICE OF ANNUAL GENERAL MEETING 2020 11

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Registered Office

Orora Limited

ABN: 55 004 275 165 109 – 133 Burwood Road Hawthorn, Victoria 3122, Australia Telephone: +61 3 9116 1711

Website: www.ororagroup.com

Orora Share Registry

Link Market Services Limited

Street address: Tower 4, 727 Collins Street Melbourne, Victoria 3008, Australia

Postal address: Locked Bag A14 Sydney South, NSW 1235, Australia Telephone: +61 1800 207 622 Facsimile: +61 2 9287 0303 Email: orora@linkmarketservices.com.au Website: www.linkmarketservices.com.au

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12 ORORA NOTICE OF ANNUAL GENERAL MEETING 2020