ORORA LIMITED — Share Issue/Capital Change 2020

May 7, 2020

Notification of Consolidation/Split

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Announcement Summary

Entity name

ORORA LIMITED

Applicable security for the reorganisation

ORA ORDINARY FULLY PAID ORAAA OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES

Announcement Type

New Announcement

Date of this announcement

Friday May 8, 2020

Reorganisation type

Security consolidation

Trading in the post consolidation or split +securities commences on a deferred settlement basis Tuesday June 23, 2020

Record Date

Wednesday June 24, 2020

Issue Date

Monday June 29, 2020

Refer to below for full details of the announcement

Notification of Consolidation/Split

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Notification of Consolidation/Split

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Announcement Details

Part 1 - Entity and announcement details

1.1 Name of +Entity

ORORA LIMITED

1.2 Registered Number Type Registration Number ACN 004275165

1.3 ASX issuer code

ORA

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Friday May 8, 2020

1.6 Securities affected by the consolidation or split

ASX +Security Code ASX +Security Description ORA ORDINARY FULLY PAID ORAAA OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES

Part 2 - Approvals

2.1 Are any of the below approvals required for the consolidation or split before business day 0 of the timetable? Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval

Another approval/condition external to the entity required to be given/met before business day 0 of the timetable for the consolidation or split.

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Yes

2.2 Approvals

Notification of Consolidation/Split

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Notification of Consolidation/Split

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Approval/Condition

+Security holder approval

Date for determination Tuesday June 16, 2020

Is the date estimated or Approval actual? received/condition met? Actual

Comments

Part 3 - Consolidation or split timetable and details

3.1 +Record date

Wednesday June 24, 2020

3.2 Date of +security holder meeting

Tuesday June 16, 2020

3.2a Effective date of consolidation or split

Friday June 19, 2020

3.3 Last day for trading in the pre consolidation or split +securities

Monday June 22, 2020

3.4 Trading in the post consolidation or split +securities commences on a deferred settlement basis.

Tuesday June 23, 2020

3.5 Record date

Wednesday June 24, 2020

3.6 First day for entity to update its register and to send holding statements to +security holders reflecting the change in the number of +securities they hold.

Thursday June 25, 2020

3.7 Last day for entity to update its register and send holding statements to +security holders reflecting the change in the number of +securities they hold and to notify ASX that this has occurred. (+Issue Date) Monday June 29, 2020

3.8 Trading starts on a normal T+2 basis

Tuesday June 30, 2020

3.9 First settlement of trades conducted on a +deferred settlement basis and on a normal T+2 basis

Thursday July 2, 2020

Part 4 - Event type and details

4.1 The event is

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+Security consolidation

Notification of Consolidation/Split

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Notification of Consolidation/Split

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4.1a Consolidation ratio: the +securities will be consolidated on the basis that every

5

(pre-consolidation) +securities will be consolidated into

4

(post-consolidation) +security (/ies).

4.2 Scrip fraction rounding

Fractions rounded up to the next whole number

Part 5 - +Securities on issue before and after consolidation or split

5.1 +Securities on issue before and after the consolidation or split

ASX +Security Code	ASX +Security Description
ORA	ORDINARY FULLY PAID
Quoted/unquoted	Number on issue pre	Number on issue post	Estimate/Actual
Quoted	consolidation or split	consolidation or split	Estimated
	1,206,684,923	965,347,938
ASX +Security Code	ASX +Security Description
ORAAA	OPTION EXPIRING VARIOUS	DATES EX VARIOUS PRICES
Quoted/unquoted	Number on issue pre	Number on issue post	Estimate/Actual
Unquoted	consolidation or split	consolidation or split	Estimated
	15,204,123	7,928,966
5.2 Exercise price of options
ASX +Security Code	ASX +Security Description
ORAAA	OPTION EXPIRING VARIOUS	DATES EX VARIOUS PRICES
Quoted/unquoted	Exercise price pre consolidation or Exercise price post consolidation or
Unquoted	split	split
	$ 0.00000000	$ 0.00000000

Part 6 - Further information

Notification of Consolidation/Split

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Notification of Consolidation/Split

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6.1 Further information relating to the consolidation or split

As at the date of the Notice of Meeting there are 9,911,208 Options on issue (please refer to separate ASX Announcement dated 8 May 2020) which are held under Orora's employee long term incentive plan arrangements, in accordance with the terms of Orora's Equity Incentive Plan.

Under the ASX Listing Rules, the Options are required to be restructured as follows:

• as a consequence of the Special Dividend and/or the Capital Return, the number of Options and exercise price of each Option is adjusted to reflect the impact of the Special Dividend and/or Capital Return

• as a consequence of the Share Consolidation, the number of Options and the exercise price of each Option is adjusted to reflect the impact of the Share Consolidation

The impact of the proposed Special Dividend and the Capital Return on the Options can only be determined as at the 'ex' date, which is 19 June 2020. This will be calculated by referencing the 20-day volume weighted average sale price (excluding special trades) (VWAP) of Orora's ordinary shares traded on the ASX over the period up to 19 June 2020. The impact of the Share Consolidation cannot be determined until the Share Consolidation date of 25 June 2020. The combined net effect of the Special Dividend, Capital Return and Share Consolidation is expected to result in no material change to the quantum or exercise price of Options awarded.

6.2 Additional information for inclusion in the Announcement Summary

Notification of Consolidation/Split

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