Annual report
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Orora Annual Report 2025 Packaging is our passion For personal use only
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Orora is a global leader in the design, manufacture and decoration of glass bottles and aluminium cans. We produce unique, sustainable packaging solutions that help bring our customers’ products to life. Our world-leading capabilities in bespoke design and decoration are what sets us apart. Innovation and sustainability are at the heart of what we do, and we are proud to work with some of the best-known beverage brands in the world. ~4,300 Team members 13 Manufacturing plants 4 Decoration sites 39,000 Shareholders OVERVIEW Orora at a glance I nside front cover F Y25 financial highlights 2 B ringing our customer brands to life 3 A m essage from the Chair 4 A m essage from the Managing 6 D irector and CEO W e are One Orora 8 O rora Group strategy update 9 Gr oup financial review summary 1 2 Global Glass Operational review 1 4 Orora Cans Operational review 1 6 SUSTAINABILITY AT ORORA Sustainability at Orora 1 7 I ndependent Limited Assurance 4 0 Report to the Directors of Orora Limited C orporate Governance Statement 4 2 Principal risks 5 3 Board of Directors 5 6 Executive Leadership team 5 8 DIRECTORS REPORT Directors’ report 6 0 Remuneration report 6 5 Directors’ declaration 8 2 (Directors’ report) A uditor’s independence declaration 8 3 FINANCIAL REPORT Financial report 8 4 Consolidated Entity Disclosure 1 59 Statement as at 30 June 2025 Directors’ declaration 1 61 (Financial report) For personal use only
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1 ORORA LIMITED ANNUAL REPORT 2025 AGM DETAILS Orora’s Annual General Meeting (AGM) will be held on Wednesday, 15 October 2025. To access more information, visit www.ororagroup.com/agm Independent auditor’s report 162 to the members of Orora Limited OTHER INFORMATION Statement of shareholdings 167 Five-year historical financial 169 information Shareholder information 170 Corporate directory 171 Financial calendar 2025 - 2026 172 For personal use only
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2 ORORA LIMITED ANNUAL REPORT 2025 Group Sales Revenue $2,090.2m 24.4% Earnings Per Share (EPS) 11.4cps 11.1% On-market buyback(2) $127m Group EBIT $262.1m 9.5% Operating cash flow $333.6m 46.4% Total dividend per share 10cps 86% payout ratio Our financial year 2025 results reflect the successful transformation of our portfolio, marking a significant step forward in establishing Orora as a focused beverage packaging provider. With leading positions across cans and premium glass, we enter FY26 well positioned for future growth. FY25 Financial highlights (1) (1) For continuing operations excluding significant items. (2) As announced to ASX on 10 December 2024 - up to 10% of issued shares. 4.6% of shares bought back so far. NOTE REGARDING NON-IFRS FINANCIAL INFORMATION Throughout this report, Orora has included certain non-IFRS financial information. This information is presented to assist in making appropriate comparisons with prior periods and to assess the operating performance of the business. Orora uses these measures to assess the performance of the business and believes that the information is useful to investors. The following non-IFRS measures have not been audited but have been extracted from Orora’s audited Financial Statements: Earnings Before significant items, Interest and Tax (EBIT); Earnings Before significant items, Interest, Depreciation, Amortisation and Tax (EBITDA). Performance measures such as Earnings Per Share (EPS), RoAFE and EBIT margins have been calculated using the non-IFRS measures listed above. All other non-IFRS measures, unless otherwise stated, have not been extracted from Orora’s audited Financial Statements. References to earnings throughout this report are references to EBIT before significant items, which are detailed in 1.2 of the financial statements. For personal use only
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3ORORA LIMITED ANNUAL REPORT 2025 Bringing our customer brands to life Tequila Ocho Elevates Its Identity with Bold, Artisanal Packaging Tequila Ocho partnered with Saverglass to modernise its visual identity while preserving its artisanal roots. The result is a striking, embossed bottle design that refl ects the brand’s heritage and premium positioning. This collaboration has boosted global recognition, supported large-scale production, and set the foundation for sustainable growth in a competitive market. Pegasus: Spirits with a Celestial Signature Distillerie PEGASUS blends craft, creativity, and sustainability. Distinctive PIRATE and INSOLENCE bottles elevate their liqueur and vodka — engraved, starlit, and bartender- friendly — to refl ect Maxime Girardin’s passion for heritage and the heavens. Sustainability at Orora Orora is proud to support its customers on their sustainability journey by supplying bottles that are now 15% lighter than before. This innovation allows for 15,000 more bottles per 100,000 produced, reduces transport weight by 42kg per pallet, and uses less energy to produce each bottle, lowering CO₂ emissions. It’s a smart, sustainable initiative that aligns with our customer Tread Softly’s and Orora’s commitment to a more sustainable future. Hawke’s Brewing and Orora: a mateship in every can Orora Cans proudly partners with Hawke’s Brewing—an independent Aussie brewery. Together, we bring their iconic brews to life through expertly decorated 375ml cans, capturing the spirit of “One for the Country.” With support from our Decoration Centre of Excellence, we’ve helped deliver standout packaging that honours Hawke’s legacy. Beyond beer, Hawke’s Brewing has raised over $450,000 for environmental causes, proving great beer can do good, too. Papa Salt Coastal Gin Born on the beaches of Byron Bay, Papa Salt Coastal Gin partnered with Saverglass, part of the Orora Group, to craft its uniquely shaped, ocean- hued bottle. In 2024, Papa Salt expanded with the launch of its Paloma RTD, in Orora-made aluminium cans. Together, these premium formats capture the laid-back spirit of Australia while delivering standout shelf appeal across markets in Australia and the UK. For personal use only
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A message from the Chair 4 ORORA LIMITED ANNUAL REPORT 2025 FY25 represented a period of significant transformation for Orora. In addition to our focus on bringing the Saverglass business into the Orora Group and the reorganisation of our Global Glass business into three regions, we completed the sale of the Orora Packaging Solutions (OPS) business in December, a s well as the sale of the Closures business. Each of these deliberate, strategic changes were major milestones in the Group’s history. They complete the realignment of our portfolio, a program that began with the sale of the Fibre business in 2020 and transformed Orora with the Saverglass acquisition in 2023. The Group is now a focused beverage packaging business, supported by a well- invested asset base and strong balance sheet. Our two businesses, Global Glass and Orora Cans, hold market-leading positions in key regions that are forecast to grow strongly in the years to come. Investments we have made in the Cans business and a program of network optimisation across the Global Glass business ensures Orora is well placed t o drive sustainable organic growth over the long term. With the significant portfolio changes delivered over the past two years, we remain committed to disciplined capital management, with no further acquisitions or portfolio changes expected in the near to medium term. In addition, limited further growth capital expenditure is required until 2030 after the current investment program is completed in FY26. Our Glass and Cans businesses position the Company well for ongoing cash generation and, having improved our debt gearing and balance sheet position during FY25, we are focused on shareholder returns. This began with the on -market buyback program that commenced in the second half of the year. We expect our current buyback to continue into next year in addition to ongoing dividends. Group financial performance1 and capital management The Orora Group delivered a solid earnings performance, particularly given challenges that persisted in the external operating environment across the year. Group Earnings Before Interest and Tax (EBIT) was $262.1m which includes 12 months of Saverglass contribution, a 9.5% increase from FY24. Net Profit After Tax (NPAT) was $ 151.1m, representing an increase of 18.0 % from FY24, while Earnings Per Share (EPS) was 11.4 cents per share, increasing 11.1%. The Group reported a total dividend for the year of 10 cents per share, consistent with FY24. Cash generation was strong, with operating cash flow of $333.6m, an increase of 46.4% and 114.9% cash realisation reflecting our focus on ca sh management. Our Cans business continued to perform strongly, with the growth enabled by our strategic investments in capacity expansion across a number of sites in recent years. The global backdrop for glass remained challenging, with the imposition of US Government tariffs creating additional uncertainty. However, we are encouraged by signs of volume growth in the second half. During the year, we have worked to reduce operating costs and optimise the Global Glass network. This includes re sizing several sites in order to more effectively meet market demand and leverage our significant global network and capacity. Similar to the Cans business, investments in the glass network in recent years to support volume growth positions the business well with limited additional growth capital required in the medium term. With respect to the performance of the Global Glass business since Saverglass became part of Orora in December 2023, it is important to acknowledge that the acquisition was completed at a unique point in recent macro-economic history, where post-Covid-19 stimulus supported consumer demand and drove volume growth. Since then, we have operated in a period of global post-stimulus rebalance and factors such as the imposition of US Government tariffs have only served to compound these conditions. While this does not mean we are satisfied with results being delivered f rom this significant investment of shareholders’ capital, our performance during this period, particularly in FY25, has demonstrated the resilience of our Group. Combined with the work we have done to reduce costs and optimise our network, we are in a strong position to drive organic growth. Unique assets such as Saverglass and a portfolio realignment as significant as that undertaken by Orora are often challenging in the short term, but we strongly believe that Orora is now a much more focused business, offering a clearer shareholder value proposition. [1] For continuing operations excluding significant items. For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 5 Highlights and achievements A major achievement for FY25 was the sale of OPS and the completion of the Group's portfolio realignment. The OPS business had been a consistent performer for the Group and the team had worked to optimise the business and drive efficiencies in recent years. However, the transaction was a critical step in re-shaping Orora into a value-added beverage packaging business. Orora’s portfolio had been a collection of disparate packaging businesses at the time of the Amcor demerger in 2013, and we are now a much simpler and more focused operation. In this sense, the significance of the OPS sale milestone cannot be understated, not only in what it meant for the shape of the portfolio but also for capital management initiatives and in returning value to shareholders. The Global Management Team, along with the leaders of OPS, are to be congratulated for successfully executing the transaction in a timely manner and delivering a price and structure that was well regarded by shareholders. Similarly, the ongoing work to integrate Saverglass into the Orora Group and establish our Global Glass business during the year is another positive demonstration of our teams working hard and collaborating to achieve a strategic outcome many years in the planning. Another major milestone for the year was the commissioning of the rebuilt G3 oxyfuel furnace at Gawler. Central to our sustainability agenda, this project represents our commitment to innovation and our investment in a sustainable future for the business. The combined experience and expertise of our Global Glass team, comprising Gawler and Saverglass, puts us at the forefront of technological development for the industry. We are seeing some exciting signs in the exploration of alternative technologies that we expect will be equally important as we look to reach our new Group emissions reduction targets of 41% reduction in Scope 1 and 2 emissions by FY35 from a FY19 baseline, and a 31% reduction in Scope 3 emissions by FY35 from a FY25 baseline. Board renewal We were pleased to welcome Jackie McArthur to the Board in FY25. Jackie brings a wealth of experience in consumer marketing and the fast-moving consumer goods sector, having held executive leadership and Board roles with similar global companies. Her insight will be invaluable as we set out on a new phase for the Group. During the year we farewelled Abi Cleland, formerly Chair of the Safety, Sustainability and Environment Committee, after a decade of contribution to Orora. Abi helped guide us through the beginning of our program of portfolio realignment that completed this year. I thank Abi for her contribution and wish her well on behalf of the Orora Board. Looking ahead and acknowledgements With the transformation of the Company complete, capacity expansion in the Cans business well underway and the optimisation of the Global Glass business progressing, we enter FY26 with cautious optimism. We will focus on driving organic growth through the well-established networks and the well-invested assets that underpin our business as we optimise to capture new market opportunities. We have invested “through the cycle” and as conditions normalise, we are well placed to capitalise on the position we have worked to establish in recent years. We are also well served by a strong balance sheet that reflects prudent capital management with an eye to uncertainty in an ever-changing world. I would like to thank our shareholders for supporting us through another year of transformation and business optimisation. I also express my thanks to Brian and our teams across the globe for their diligence and dedication in delivering this year’s results. Rob Sindel Chair For personal use only
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A message from the Managing Director and CEO 6 ORORA LIMITED ANNUAL REPORT 2025 FY25 was another milestone year in the history of the Orora Group, as we completed the strategic transformation of the portfolio and marked our first steps as a truly value-added beverage-focused packaging business. The business delivered a resilient financial result as we navigated a challenging marketplace and focused on business optimisation programs. The Group reported Earnings Before Interest and Tax (EBIT) of $262.1m, representing an increase of 9.5% compared to FY24. This increase was driven by 12-months of ownership of the Saverglass business compared to seven months ownership in FY24. Our Cans business continued to perform strongly, as we progressed the expansion of our Cans network during the year, with works commencing at our Rocklea facility in Queensland. This project will round out a multi-year program that establishes a platform for sustainable organic growth. Market conditions continued to be challenging for the global glass industry, including the uncertainty created for our Global Glass business by the imposition of US Government tariffs. Encouragingly, with signs of volume recovery in our Glass business in the second half, a program of network optimisation is underway that, along with previous investments, positions the business for long-term growth. We continued our disciplined approach to capital management, maintaining our strong track record of cash realisation and distributions to shareholders. With our portfolio transformation now complete, we remain focused on driving organic growth across our businesses with no growth capital expenditure required for the next five years after our current capacity expansion program is complete. Portfolio transformation — business improvement to deliver value The acquisition of Saverglass in FY24 was a significant step in the realignment of our portfolio, which was followed in FY25 by the sale of the Orora Packaging Solutions (OPS) business. The sale completed the reshaping of the Group, with the transaction value reflecting the success of the business improvement initiatives undertaken by OPS in recent years. The sale proceeds enabled us to strengthen our balance sheet and facilitate a shareholder buyback program throughout the second half. The proceeds also allowed us to progress on the final stage of capacity expansion in the Cans business. The Group is now comprised of our Global Glass business and our Orora Cans business – both hold leading positions in markets characterised by strong growth forecasts. We have actively invested in new capacity across our cans production network in recent years to meet increasing demand. This growth investment program totals more than $350m and encompasses expansion projects at Dandenong and Ballarat in Victoria (completed in FY23), at Revesby in New South Wales, with a new multi-sized can line coming online in FY25, and the latest development underway at Rocklea in Queensland. Together, these major expansion projects will optimise our Cans network to deliver an incremental $50m EBIT by FY30, without the need for further investment in capacity expansion for that period. In terms of our Global Glass business, the Saverglass acquisition established Orora as a global market leader in high-end glass manufacturing and decoration and positions us to benefit from the long term premiumisation trends in spirits and wine. This is underpinned by past and ongoing capital investments that allow for organic growth up until at least 2030. Across the year we took decisive action to optimise capacity and drive efficiencies across our glass production network. Plans are underway to modernise the Ghlin facility in Belgium, with this site to become the central production hub for wine and champagne bottles in Europe. We also responded to structural changes and challenges in the operating environment. In the face of the sustained decline of commercial wine volumes in Australia, our Gawler facility in South Australia will transition from a three-furnace operation to a two-furnace operation with the closure of the G1 furnace by September 2025, and in France plans are underway to resize the Le Havre facility to a single-furnace operation through the closure of the F4 furnace. While these were challenging decisions to make, this necessary work will ensure our glass production network is optimised to meet the needs of the market. We are now focused on leveraging the geographic scale and diversification of our global network to capitalise on new organic growth pathways, operating capabilities and ensuring sustainability for the long term. We are confident that the transformed Orora Group we have worked hard to establish is now in a position to deliver strong cash flow growth and return further value to shareholders in the coming years. Safety update Across the Group we remain committed to the health and safety of our people. The safety performance data of all Global Glass sites was included in our overall Group safety performance for the first time in FY25 and I am extremely pleased to report that we recorded a reduction in both Lost Time Injuries and Recordable Case Injuries. This continues a positive trend in safety performance in recent years. The implementation of our FY23-FY25 Global Health & Safety strategy was completed during the year and our strong safety performance in recent years can certainly be attributed to key elements of For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 7 the program, particularly our focus on enhanced communication and the promotion of safety awareness across the Group. A new three-year Global Health & Safety strategy will commence in FY26, which will see further integration of key programs across Global Glass sites in Europe and the Americas. Operating highlights — Orora Cans FY25 marked the first full year in which we have reported on Cans separately as a business unit. While Cans delivered a solid performance, EBIT of $103.8m was broadly in line with FY24, with higher volumes offset by a $5m increase in corporate costs following the sale of OPS and a $2.1m bad debt. A second can line at Revesby was commissioned during the year, and expansion works at Rocklea are well underway and are expected to complete in FY26, the last stage of an expansion program that began in FY22. After periods operating at network capacity, this investment will be critical to capture further growth and drive increased earnings, with increased demand forecast to continue. Our investments are aligned to our major customers, a number of which have invested in new filling capacity in Queensland, which will be supported by the Rocklea expansion works. Investment in digital decoration and printing capability has added to our market-leading value proposition, with the Helio digital printer installed and being commissioned, and set to be running at full capacity in early FY26. This technology truly sets us apart and we look forward to exploring the possibilities when it comes to can decoration and high-speed digital printing with our customers. With a well-established network requiring minimal growth capex from 2026, the Cans business is placed to deliver strong cash flow growth over the remainder of the decade. Operating highlights — Global Glass Our FY25 results represent a full 12 months of contribution from Saverglass, compared with seven months of contribution in FY24. Global Glass EBIT was $158.3m, with market conditions continuing to be challenging particularly in the commercial wine market in Australia as well as across Europe, and possible tariffs creating added uncertainty. Saverglass EBIT was €79.2m representing a decline on a pro forma basis of 5.5%. Modest volume growth in the second half was offset by changes in product mix, with a higher order intake for lower priced premium wine and champagne. While the imposition of tariffs directly impacts approximately 8% of Saverglass sales, there are also impacts to many of Saverglass’ customers. However, our global footprint allows us to shift production where possible, mitigating this to a degree and reflecting the value of the global network we have established. Encouragingly, we maintained our market share and prices in premium-plus categories. While revenue for Gawler was broadly consistent with FY24, EBIT was $25.4m representing a decline of 54% due to the impact of the G3 oxyfuel furnace rebuild, as well as declines in the commercial wine market in Australia. Work to resize the site to a two-furnace operation is expected to be completed by September 2025, with production to be managed by the existing G2 furnace and the newly commissioned G3 oxyfuel furnace. A significant milestone was the appointment of Emmanuel Ladent as President of Global Glass, following the announcement of the retirement of Jean-Marc Arrambourg. A seasoned leader with a wealth of experience in international businesses including 30 years at Michelin, Emmanuel is an outstanding fit to lead the Global Glass business into the future. Emmanuel commenced in his new role on 1 July 2025. I would also like to thank Jean-Marc and acknowledge the significant contribution he made to Saverglass, both before and since becoming part of the Orora Group. His leadership during the ownership transition was particularly important and he was fundamental to the establishment of the Saverglass network. I wish him well for the future and appreciate his support during the leadership progression with Emmanuel. Sustainability update Pleasingly, Gawler achieved 59.5% recycled content in its glass bottles manufactured in FY25, and we are on track to exceed our 60% target (Gawler only) by end of calendar year 2025. This result reflects ongoing efforts to increase our access to and use of cullet in Australia. Orora reduced absolute Scope 1 and 2 greenhouse gas emissions across its continuing operations (Global Glass and Cans) by 19% (market-based) and 22% (location-based), building on our strong results in recent years, driven by several key initiatives including the G3 oxyfuel furnace at Gawler. Orora also completed its first Scope 3 emissions inventory, for ongoing operations. New targets have been set for both emissions reduction and recycled content that encompass both Global Glass and Cans, better reflecting our global portfolio. Targets at a Group level and for each business unit have been set for the first time and provide a strong incentive for our teams to continue to innovate and push the limits of what is possible in creating a sustainable Orora. This includes ongoing efforts to reduce emissions with a focus on exploring new low-carbon furnace technologies. We are committed to upgrading furnaces across the Global Glass network with low-carbon hybrid technology as required to deliver our FY35 targets. A major milestone during the year was the completion and re-launch of the G3 oxyfuel furnace at Gawler. In its first six-months of operation, G3 has driven a ~30% reduction in energy consumption and CO2 emissions and will serve as a critical plank of both our operational and sustainability goals in the long term. Looking ahead We enter FY26 with the firm belief that we are well placed to drive long-term growth, while mindful that challenges remain as global conditions stabilise. For our Cans business, priorities include completing the Cans capacity expansion program and leveraging the possibilities of Helio’s digital capability, as we focus on driving organic growth. For Global Glass we are focused on efficiency and cost reduction initiatives, and network optimisation including progressing the rebuild and modernisation of the Ghlin plant in Belgium, and the resizing of the Le Havre site from a two-furnace to a single-furnace operation. The team at Gawler will implement the new two-furnace structure and continue to drive operational efficiencies. In conclusion, I express my sincere thanks to our teams who continue to work tirelessly to deliver results amid this period of transition and in the face of operational challenges. They have shown fantastic commitment and modelled our values as we have transformed to become a focused beverage packaging provider, spanning regions, times zones, languages and cultures. I would also like to thank our customers and suppliers for continuing to partner with us. Brian Lowe Managing Director and CEO For personal use only
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8 ORORA LIMITED ANNUAL REPORT 2025 Every day, across our businesses, we deliver sustainable and innovative packaging and visual solutions that lead the industry and bring our customers’ brands to life. Together we deliver on the promise of what’s inside. To be a leading sustainable packaging solutions provider, designing and delivering products and services that enable our customers’ brands to thrive We operate a portfolio of customer-focused packaging businesses aligned by our common purpose and unifying principles Customer value-add Digitally-enabled Diverse talent End-to-end capabilities Innovation Operating excellence Staying safe Sustainability Optimise to grow Enhance and expand Enter new segments Established in FY21, One Orora represents the elements that make up our DNA — our team, culture and strategy. One Orora is a shared definition and understanding of what it means to be Orora today and how we position ourselves for the future. It expresses the essence of Orora, what we do and how we do it, to take the best of who we are and our past, into the future. One Orora respects our differences, and leverages our diversity, to deliver sustainable outcomes across our businesses. The elements of One Orora are designed to unify and guide our teams across the Group, no matter where in the world they are. We are One Orora For personal use only
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9 ORORA LIMITED ANNUAL REPORT 2025 The three core pillars of Orora’s strategy continue to form the basis for strategic planning, drive focused business activity across our portfolio and enable us to capitalise on growth opportunities as they emerge. Orora’s strategic pillars: 1. Optimise to grow 2. Enhance and expand 3. Enter new segments We maintain a disciplined focus on creating value for customers and shareholders, as we continue to leverage the core capabilities of the Group to maximise the effectiveness of our businesses. Investment is supported by increasing innovation and supplemented by an ongoing focus on optimisation opportunities and operational efficiencies. Orora’s two business units have a clear set of strategic priorities aligned to our three strategic pillars. In FY25, we maintained our steadfast focus on delivering these priorities, transforming the portfolio and returning value to shareholders, while positioning the business for ongoing growth. Progress against our strategy We remain committed to delivering and reporting progress against our strategic pillars. This means achieving acceptable organic growth, meeting returns focused hurdles and making appropriate investments whilst ensuring a disciplined approach towards capital management, in accordance with our shareholder value blueprint. Actions undertaken in FY25 reflect this commitment. The acquisition of the Saverglass business in FY24 was a significant milestone for the Group, reflecting another major step in the transformation of the portfolio and in the execution of our strategy. This was further enhanced with the sale of the OPS and Closures businesses, completing in December 2024 and January 2025, respectively. Orora is now a focused, value-added beverage packaging business, with market-leading positions in cans, premium+ spirits and wine packaging. The portfolio now comprises the Global Glass business, incorporating both Saverglass and Gawler, and the Orora Cans business. Both businesses operate and are reported on as standalone basis. Importantly, both businesses hold strong positions in markets forecast to grow strongly. The Global Glass network is set up for organic growth with minimal new growth capital expenditure required in the medium term. A program of network optimisation is expected to reduce emissions and improve margins, while maintaining growth capacity. Additionally, the Cans capacity expansion program is expected to be completed in FY26, with no further investment in capacity required until after 2030. The proceeds of the OPS sale facilitated balance sheet strengthening, accelerated crucial additional Cans network expansion, and enabled the commencement of a share buy- back program. Orora Group strategy update Area of Materiality Optimise to grow Enhance and expand Enter new segments FY25 progress Orora Cans Manufacturing and supply chain excellence Increase recycled content Deliver on capacity expansion program to support volume growth Build capacity to meet increased Cans customer demand Continue to invest in additional capacity and new digital capabilities Ongoing innovation and investment New products Expand products and services into new categories Explore adjacent categories in existing markets Pursue scale and geographic footprint expansion Expansion program continued, with line two at Revesby commissioned in second half Rocklea expansion program commenced Focused on increased efficiency and productivity gains across sites Grew with customers – capacity growth in line with customer growth Drove supply chain excellence and pursued further automation Region-leading digital printing technology Helio installed and being commissioned Global Glass Manufacturing and supply chain excellence Ongoing production network optimisation Increase recycled content Continue to drive salesforce effectiveness and account profitability Customer led e-commerce solution to tackle complexity Ongoing innovation and investment with creative bottle designs and lightweighting New products Expand products and services into new categories Explore adjacent categories in existing markets Pursue scale and geographic footprint expansion Oxyfuel furnace at Gawler commissioned, driving significant reduction in emissions Began process of network optimisation at Australian and European sites Maintained market share and prices in premium+ categories Focused on lightweighting capabilities, driving cost and sustainability benefits Expanded cullet sources and increased level of recycled content in colour glass Drove supply chain excellence and pursued further automation For personal use only
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10 ORORA LIMITED ANNUAL REPORT 2025 Shareholder value blueprint Our three strategic pillars are also fundamental to Orora’s blueprint for shareholder value creation. Our target, to achieve top quartile Total Shareholder Return (TSR) performance for our shareholders, remains unchanged and we continue to pursue it by delivering on our strategy. Three key components drive Orora’s TSR performance as outlined in the blueprint: Organic Growth, Returns-Focused Investment and Capital Management. These pillars set a returns-focused, risk-weighted investment approach (for capital projects and acquisitions) across each of our strategic pillars. The blueprint shows we will target a return that represents an appropriate premium to Orora’s weighted average cost of capital (WACC) based on the risk associated with the investment. The near-term focus for the Group is organic growth, with key priorities being the delivery of the ongoing Cans capital expansion program and optimising the Global Glass footprint. For the Capital Management Pillar, key changes have been made to reflect the updated portfolio. We have revised our Target Leverage to 1.5 – 2.5x, to reflect capital intensity of the group following the OPS divestment and external market uncertainty. This range sets the overall framework for prioritising discretionary cashflows such as dividends and capital returns. During FY25, we announced a share buyback program of up to 10% of issued shares. With a strong balance sheet and leverage currently below our target of 1.5x-2.5x EBITDA, this blueprint provides capacity for additional buybacks in the future. Global Glass Orora Cans Capital Investment Sensible leverage Sustainable dividend Capital returnsAcquisitions TSR COMPONENT STRATEGIC PILLAR ELEMENT ORGANIC RETURNS-FOCUSED GROWTH INVESTMENT CAPITAL MANAGEMENT RETURN TARGETS PREMIUM TO WACCLower Higher Optimise to grow Enhance and expand Disciplined approach to capital allocation Enter new segments • GDP+ sales growth • Supported by favourable industry tailwinds (e.g. premiumisation) • Ongoing footprint and production optimisation to align network capacity and production location with demand • GDP+ sales growth • Customer supported capacity expansion • Enhanced by innovation and market share gains • Ongoing benefits from operating efficiencies • Target leverage at 1.5 – 2.5x EBITDA (excluding AASB 16) • Target payout ratio of 60% – 80%/uni00A0 • Franked to the extent possible • Assessed in event of surplus capital • Preference for on-market buybacks • Expand product capabilities in Glass and Cans markets • Potential geographical expansion in glass, cans or can ends manufacturing • Acquisition not a near term focus for the group, with organic growth and delivery of existing capital programs the priority TARGET LEVERAGE SETS FRAMEWORK FOR PRIORITISING DISCRETIONARY CASHFLOWS • Enhance sustainability profile and product capabilities across portfolio • Deliver customer-backed growth projects • Enhance digital capabilities across Group • Growth Capital investment to target >15% return by Year 3 Shareholder value blueprint Orora applies a returns-focused, risk-weighted approach to investment and capital management decisions. For personal use only
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11 ORORA LIMITED ANNUAL REPORT 2025 Delivering increased capacity for Orora Cans to underwrite future growth The Orora Cans business has grown strongly for many years, driven by changes in consumer preferences toward can packaging and the growth of new products such as craft beer and kombucha. This growth, while encouraging and positive for the business, meant that by the end of FY23 the existing Cans network was over capacity and as a result our ability to leverage further growth was limited. With this in mind, a program of capacity expansion began that underscored our Enhance and Expand strategic priority. Firstly, we invested in a second can body line at Dandenong, with capacity for multi-size production, and a new ends line in Ballarat. Both projects were completed in FY23, with the $80 million Dandenong expansion enabling 10% capacity growth for can bodies and the Ballarat expansion enabling 40% capacity growth for can end production. A second line at Revesby followed, which was successfully commissioned in the second half of FY25. This $114 million investment is expected to drive a further capacity increase of around 10%. Additionally in FY25, a $135 million program of work, including a new third line, began at Rocklea, following construction completion in the second half of FY26, is expected to drive a further 13% enhancement to network capacity. Each project is targeted to deliver a 15% return by their third year of operation, which would deliver incremental EBIT of more than $50 million by 2030 combined. Without these investments, growth would have been limited to 1-2% per year, however our network will now support 5% volume growth each year, without the need for additional investment in capacity expansion, beyond at least 2030. Complementing this work and further enhancing our value proposition is our investment in world-leading high speed digital print technology for direct-to- can printing. This new system, known as “Helio”, will be a first for the Oceania region, complementing Orora’s already market-leading innovation and design capability. Amongst a range of benefits, customers will enjoy reduced lead times for production and will be able to apply an unlimited range of colours and textures to their can design – options not previously possible. These enhancements to our network and the expansion of our capability demonstrate clear delivery against strategic priorities and will position the Cans business for growth in the long term. Strategy in action Key highlights 10% capacity increase in can bodies at Dandenong 10% capacity increase in can bodies at Revesby 40% capacity growth in can ends For personal use only
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Group financial review summary — continuing operations 12 ORORA LIMITED ANNUAL REPORT 2025 Income statement[1] AUD million 2025 2024 Sales revenue 2,090.2 1,679.9 Earnings before significant items, interest, depreciation, amortisation and related tax 418.8 350.8 Depreciation and amortisation (156.7) (111.4) Earnings before significant items, interest and related income tax expense 262.1 239.4 Significant items (117.9) (40.4) Earnings before interest and related tax expense 144.2 199.0 Net financing costs (67.3) (68.9) Income tax expense (10.7) (40.5) Profit for the financial period 66.2 89.6 Balance sheet[2] AUD million 2025 2024 Cash 257.4 274.7 Other current assets 1,064.6 1,660.0 Property, plant and equipment 1,773.8 1,756.9 Right-of-use lease assets 134.2 345.9 Goodwill and intangible assets 1,482.0 1,732.3 Other non-current assets 136.1 222.9 Total assets 4,848.1 5,992.7 Borrowings 485.8 1,998.4 Lease liabilities 167.5 419.5 Payables and provisions 1,298.2 1,483.1 Total equity 2,896.6 2,091.7 Total liabilities and equity 4,848.1 5,992.7 Cash flow[3] AUD million 2025 2024 Earnings before significant items, interest, depreciation, amortisation and related tax 418.8 350.8 Right-of-use asset lease payments (28.2) (14.9) Non-cash items (0.4) 25.3 Movement in working capital 62.9 17.2 Other items (3.2) (69.8) Base capital expenditure (117.9) (80.8) Sale proceeds 1.6 - Operating cash flow 333.6 227.8 Cash significant items (7.8) (55.8) Operating free cash flow[4] 325.8 172.0 [1] As reported in the segment note contained within the financial statements (refer note 1.1) with the exception of net unallocated financing costs and income tax expense, which is not included in the segment note. [2] IFRS compliant information extracted from the audited financial statements. [3] Operating free cash flow includes principal lease and interest payments associated with Right-of-Use (ROU) assets as reported per the segment note in the financial statements (refer note 1.1). [4] Operating free cash flow includes net cash receipts/payments relating to sale and decommissioning of the Petrie site, as compared to that reported in the segment note in the financial statements (refer note 1.1) Revenue Sales revenue for the year was $2,090.2 million, up 24.4% on FY24. On a constant currency basis, sales revenue was up 23.4%. Global Glass (comprises Saverglass and Gawler) revenue increased 33.1% to $1,313.3 million. Saverglass revenue increased 45.7% to $1,027.9 million. In local currency terms, revenue was up 43.2% to €612.4 million, with a 12-month contribution compared to seven-month contribution in the prior year after the acquisition completed 1 December 2023. On a pro-forma basis, Saverglass revenue was down 16.5% on 12% lower sales volumes. Gawler revenue increased 1.5% to $285.4 million. Orora Cans revenue increased 12.1% to $776.9 million, which includes the benefit from higher pass-through aluminium prices. Excluding this pass-through, revenues increased 8.9% with sales volumes increasing 6.0% and stronger format mix. Earnings before interest and tax EBIT was $262.1 million, up 9.5% on the prior year (up 8.5% on a constant currency basis). Global Glass EBIT increased 16.6% to $158.3 million with higher Saverglass EBIT partly offset by lower Gawler EBIT. Saverglass EBIT increased 64.9% to $132.9 million. In local currency terms EBIT was up 62.2% to €79.2 million due to a full year of EBIT compared to seven-months in the prior year. On a pro-forma basis, Saverglass EBIT was 5.5% lower with the revenue decline partly offset by reduced costs, lower profit sharing and reduced depreciation. Gawler EBIT decreased 54.0% to $25.4 million primarily due to the impact of the G3 furnace rebuild. Orora Cans EBIT increased 0.2% to $103.8 million. This reflects strong volume growth offset by $5.0 million in additional corporate costs following the disposal of OPS and a $2.1 million bad debt. Excluding these two one-off items, EBIT increased 7.0% compared to 6.0% volume growth. Euro earnings were translated at AUD/EUR 59.6 cents in FY25, compared to 60.6 cents in the prior year. For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 13 Significant item expense During the period Orora recorded a significant item for continuing operations of $84.9 million after tax ($117.9 million pre-tax) relating to a reduction in glass capacity for Gawler and Le Havre in France. Balance sheet Orora’s total assets reduced by almost 20% to $4,848.1 million since June 2024 mainly due to the divestment of OPS and Closures. The divestments of OPS and Closures reduced net assets by $525.8 million comprised of assets of $1,723.3 million and liabilities of $1,197.5million. Excluding the impact from the divestments, assets increased $578.7 million which reflects the growth in property, plant and equipment from ongoing capacity additions for the Cans business and the completion of the G3 rebuild and oxygen plant at Gawler. Working capital was lower reflecting the sale of OPS and the unwind of the Gawler inventory build ahead of the G3 furnace closure in the prior year. Working capital for Saverglass was lower due to the impacts from de-stocking and the Cans business saw reduced working capital from higher trade creditors relating to increased aluminium purchases. Net debt, including finance leases, decreased by $1,495.3 million to $228.4 million, attributable to the divestment of the OPS business. Cash flow The strong cash flow generation of the group is evident with operating cash flow of $333.6 million, an increase of 46.4%. Cash flow includes a full 12-month contribution from Saverglass compared to seven-months in the prior year and also includes a significant improvement in total working capital. Working capital reflects the unwind of the inventory build required at Gawler ahead of the G3 furnace shutdown in the first half and higher trade creditors with increased aluminium purchases for Cans consistent with strong volumes in the fourth quarter. This improvement more than offset higher base capex due to increased Saverglass contribution. Cash significant items were mainly related to Saverglass acquisition costs and costs associated with the closure of the F4 furnace at Le Havre. Corporate Corporate costs are allocated directly to the business segments. Orora made numerous changes to its debt facilities following the divestment of OPS: • US$143.0 million of US Private Placement (USPP) notes were prepaid. These notes were due to mature in July 2025; • US$100.0 million Bilateral Term Facility was prepaid; • $362.0 million of Bilateral Revolving Facilities were repaid and cancelled; and • $357.8 million of the Global Syndicated Revolving Facility across two tranches were repaid and cancelled. As at 30 June 2025, Orora has $1,384.0 million of liquidity including $1,126.6 million of committed undrawn debt facilities to support the Group’s liquidity requirements, with an average committed debt maturity of 3.7 years. The leverage ratio of 0.7x EBITDA reflects the lower debt levels following the divestment of OPS. For personal use only
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Operational Review Global Glass Comprises our global premium glass business, Saverglass, and our Australian operations at Gawler. 14 ORORA LIMITED ANNUAL REPORT 2025 Global Glass Global Glass comprises our global premium glass business, Saverglass, and our Australian operations at Gawler. Given the recent significant acquisition of Saverglass, for transparency the results of Saverglass and Gawler have been disaggregated and presented below. Results for the combined business increased with higher Saverglass earnings from a full year's contribution offsetting lower Gawler earnings. Saverglass Saverglass delivered a resilient result in challenging conditions as the industry endured a period of prolonged global de-stocking. While headline results indicated strong growth, this reflected a 12-month contribution compared to seven months in the prior year following the acqusition on 1 December 2023. Saverglass EBIT increased 64.9% to $132.9 million on a reported basis. In local currency terms, EBIT increased 62.2% to €79.2 million but decreased 5.5% on a pro-forma basis. This reflects 12% lower volumes from global de-stocking and lower prices from a a mix shift towards standard premium wine and champagne bottles. This resulted in pro-forma revenue decreasing 16.5% to €612.4 million. The fall in revenue was partly offset by ongoing cost containment measures, lower profit-sharing costs and lower depreciation. This demonstrated the business' resilience to reduced revenues with a structurally lower cost base important as the business prepares for volume growth to return. Volumes were stronger in the second half of FY25 and increased 9%, albeit with a shift in mix as noted above. With growth having returned and inventory stable, de-stocking is substantially complete although the current US tariff situation is creating some demand uncertainty. Further actions to reduce costs are underway with the announcement to close the F4 furnace at Le Havre in France. The consultation process for the closure is progressing well, with this process expected to conclude by the end of November 2025. Saverglass Highlights SALES REVENUE (AUD) $1,027.9m EBIT (AUD)1 $132.9m EARNINGS1 AUD million FY25 FY24 Change Sales revenue 1,027.9 705.4 45.7% Sales revenue (pro-forma) 1,027.9 1,209.3 (15.0%) EBITDA 243.2 146.7 65.8% EBITDA (pro-forma) 243.2 251.7 (3.4%) EBIT 132.9 80.6 64.9% EBIT (pro-forma) 132.9 138.2 (3.8%) EBIT margin (%) 12.9% 11.4% 150bps EUR million FY25 FY24 Change Sales revenue 612.4 427.6 43.2% Sales revenue (pro-forma) 612.4 733.0 (16.5%) EBITDA 144.9 88.9 63.0% EBITDA (pro-forma) 144.9 152.4 (4.9%) EBIT 79.2 48.8 62.2% EBIT (pro-forma) 79.2 83.7 (5.5%) EBIT margin (%) 12.9% 11.4% 150bps (1) Excludes significant items For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 15 Gawler Glass The results for Gawler were impacted by the shutdown of the G3 furnace during the year which, was required to complete the furnace rebuild. EBIT decreased 54.0% to $25.4 million with the furnace rebuild impacting EBIT by $24.1 million. Revenue increased 1.5% to $285.4 million with overall volumes broadly flat and some contracted price increases. Wine and beer volumes were lower and this was offset by higher volumes in other products such as food jars. These products are generally lower priced and therefore less profitable. The decline in wine volumes is due to the structural decline in commercial wine demand and the decline in beer volumes is largely due to the shift in format towards aluminium cans, which benefits the Cans business. The structural decline in commercial wine is a key reason behind the decision to close the G1 furnace, which was announced during the year. This should complete by September 2025 and will result in a more efficient and productive two-furnace operation which should improve earnings next year. Gawler Glass Highlights SALES REVENUE (AUD) $285.4m EBIT (AUD)1 $25.4m EARNINGS1 AUD million FY25 FY24 Change Sales revenue 285.4 281.2 1.5% EBITDA 56.9 85.8 (33.7%) EBIT 25.4 55.2 (54.0%) EBIT margin (%) 8.9% 19.6% (1,070bps) (1) Excludes significant items For personal use only
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Operational Review Orora Cans Continues to invest in growing its network alongside customers. 16 ORORA LIMITED ANNUAL REPORT 2025 Orora Cans The Cans business continues to focus on growing its network capacity as it invests alongside customers. The second line at Revesby was commissioned and delivery of the first digital printer occurred during the year. Construction of the third line at Rocklea commenced and when this completes in FY26, the current growth capex cycle will be complete with no new capacity required until next decade. This will enable significant cash flow growth as earnings grow in response to strong customer demand. EBIT increased 0.2% to $103.8 million with revenue 12.1% higher. Revenue growth was based on 6.0% volume growth and included the benefit from higher pass-through aluminium prices. Excluding aluminium prices, revenue increased 8.9%. The strong volume growth included the impact of customers building inventory as they commissioned new filling capacity in Queensland. EBIT was impacted by $5.0 million additional corporate costs following the divestment of OPS and a $2.1 million bad debt. Excluding these two one-off items, EBIT increased 7.0% compared to 6.0% volume growth. The Cans business is expecting further earnings growth as customer demand remains strong and the benefits from capex investments flow through. Volume growth will moderate to long-term trends given some of the customer inventory build up this year is not expected to repeat. Orora Cans Highlights SALES REVENUE (AUD) $776.9m EBIT (AUD) $103.8m EARNINGS AUD million FY25 FY24 Change Sales revenue 776.9 693.3 12.1% EBITDA 118.7 118.3 0.4% EBIT 103.8 103.6 0.2% EBIT margin (%) 13.4% 14.9% (150bps) For personal use only
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17 ORORA LIMITED ANNUAL REPORT 2025 Sustainability at Orora Circular Economy Climate Change Community Sustainability represents Our Promise to the Future. As a global leader in innovative packaging solutions, we take our responsibilities seriously when it comes to contributing to a more sustainable future. Following the sale of the Orora Packaging Solutions (OPS) business during the first half of the year, Orora’s transition to a focused beverage packaging operation was complete. Our sustainability program and how we report against it has changed in line with this transformation. Our three sustainability pillars of Climate Change, Circular Economy and Community continue to be the most effective and accurate representation of our sustainability activities. The performance and activities within the newly combined Global Glass Business (Global Glass) are being reported for the first time, including all Saverglass sites and our Gawler site. The sustainability performance and activities of the Orora Cans Business (Cans) is also reported separately for the first time. During FY25, we made good progress across a range of initiatives under our three pillars, having met the ambitious targets we had set for recycled content to the end of FY25, and achieving further reductions in Scope 1 and 2 greenhouse gas emissions, building on our strong results in recent years. We are also now reporting against Scope 3 emissions across the Group for the first time, as well as at individual business unit levels. We are announcing new targets, as detailed in this report, that reflect the new Orora business. These new targets provide important pathways for Our Promise to the Future . Our emissions reduction targets for Scope 1 and 2 have been reset to reflect whole-of- Group operations, including Saverglass operations for the first time, and we have set emissions reduction targets for each business unit. Targets have also been set for Scope 3 emissions reduction. We returned a strong safety performance during the year, with both Recordable Case Injuries and Lost Time Injuries reducing, following a concerted focus on awareness and communication. This is particularly pleasing given our safety reporting data now includes more higher- risk sites across Global Glass. We made strong progress in embedding the One Orora Culture program across the Group, extending culture conversations to include Senior Leaders from Saverglass, and we launched the refreshed One Orora Leadership Framework. Diversity, Equity, Inclusion and Belonging (DEI&B) remained a key Community focus, through the introduction of a new Belonging Policy and the launch of a DEI&B team member- led council in Australia and New Zealand (ANZ). For personal use only
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18 ORORA LIMITED ANNUAL REPORT 2025 Informing our strategy Our approach to sustainability under the Circular Economy, Climate Change and Community pillars was developed following an independent materiality assessment. Our approach continues to evolve and is informed by our customers and investors, our people and communities and in FY26 we will again undertake a full independent materiality assessment. Additionally, our obligations as a signatory to the United Nations Global Compact (UNGC) continue to inform our sustainability approach to ensure compliance with applicable requirements (including the ASX Corporate Governance Council’s Recommendation 7.4) and consider emerging landscapes and expectations. Innovation & product design Implementing best practice technologies and processes to improve product efficiency, productivity and sustainability. Promoting innovation in design to meet evolving customer and consumer expectations and needs. Circular Economy Product stewardship Use of recycled or reused products and engaging with customers and end users on appropriate disposal and reuse to minimise waste and maximise renewal. Circular Economy Resource management Ensuring sustainable management of resources, material use management and reducing the lifecycle impacts of products. Circular Economy Climate Change, energy use and GHG emissions Addressing the risk of climate change by working in ways that actively manage energy use and reduce greenhouse gas emissions and climate impact. Climate Change Business ethics, transparency & culture Ensuring appropriate governance and conducting business with ethics, integrity and transparency. Enriching the lives of our team and communities, prioritising safety and health, and diversity, equity and inclusion. Community Responsible sourcing Understanding the supply chain and identifying associated risks to integrity, including protection of human rights. Community Sustainability at Orora Orora Group – key materiality priorities The Orora sustainability program continues to be focused on six material areas common across internal and external stakeholder inputs, which are directly linked to our three sustainability pillars, and shape the focus areas within Orora’s sustainability approach. These materiality aspects will be reviewed as part of the materiality assessment to be conducted in FY26, with any required changes incorporated into Orora’s sustainability program. For personal use only
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19 ORORA LIMITED ANNUAL REPORT 2025 Sustainability governance Directing our strategy Orora’s sustainability strategy and efforts are regularly monitored by the Board and senior executives. The Orora Board oversees and approves our strategic direction, retains oversight of material sustainability risks and opportunities, and the effectiveness of our sustainability governance framework (see figure above), operating through the Safety, Sustainability and Environment Committee (SSEC). Additionally, the Audit Risk and Compliance Committee (ARCC) reviews the outcomes of the limited assurance process applied to our sustainability metrics, and the Continuous Disclosure Committee and the Board approve release of sustainability performance data to the market. Our Global Management Team oversees our corporate sustainability strategy, targets and material sustainability activities, and sustainability forms part of our Global Management Team members’ remuneration. As noted in the Remuneration Report, Orora’s Short Term Incentive Program includes goals focused on sustainability as a strategic initiative. There is a significant level of integration of sustainability into Orora’s operations. Each Orora business has sustainability as a standing agenda item for leadership team meetings to govern business sustainability strategy and activities. Additionally, Orora delivers sustainability- related education to teams across the business, such as training on human rights, recycling and recycled content and climate change related issues, as well as education on compliance topics such as ‘greenwashing’. Orora Group Environmental Policy Orora’s Group Environmental Policy, updated in FY24, reaffirms our commitment to environmental stewardship and sustainable business practices. The revised policy strengthens our focus on addressing climate change risks, minimising environmental harm, preventing pollution, and managing resources responsibly across our operations and supply chains. The policy ensures compliance with applicable environmental laws and regulations, sets measurable objectives, and embeds sustainability into decision- making. It also promotes continuous improvement through regular review and engagement with key stakeholders. Reporting our performance In addition to the Annual Report, during FY25 we continued to report on our sustainability activity annually through the Communication on Progress (CoP) to the UNGC, outlining the actions we have taken to further implement the UNGC’s Principles on human rights, labour, environment and anti-corruption. We also continue to support the Carbon Disclosure Project (CDP), voluntarily disclosing information under the Climate, Water and Forest Risk sections. As part of our commitment to sustainable operations, we achieved a score in FY24 of B for Climate, B- for Water and C for Forest Risk. Orora also submitted an annual report to the Australian Packaging Covenant (APC) in FY25 and was again assessed as being in the highest ‘Beyond Best Practice’ category. To further enhance Orora’s sustainability disclosures, we have again engaged KPMG to perform limited assurance across the metrics reported in the Sustainability at Orora section of this Annual Report, with the exception of the FY25 Scope 3 emissions. This is the first year Orora has published a Scope 3 inventory, and limited assurance will be applied to the inventory published in FY26. A copy of the KPMG Limited Assurance Report is on page 40. BOARD SAFETY SUSTAINABILITY & ENVIRONMENT COMMITTEE (SSEC) AUDIT RISK AND COMPLIANCE COMMITTEE GMT SUSTAINABILITY COMMITTEE Global Management Team (GMT) Continuous Disclosure Committee (CDC) Sustainability Working Groups and Projects Our Customers Our Investors Our Communities Our People Global Glass Leadership Team Sustainability Governance Orora Cans Leadership Team Sustainability Governance Our Governance model For personal use only
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20 ORORA LIMITED ANNUAL REPORT 2025 Circular Economy We’re a proven leader in the circular economy Climate Change We’re committed to addressing climate change Community We’re working to enrich our communities Global Glass • 68% recycled content for colour glass beverage containers by FY35.* Orora Cans • 80% total recycled content in aluminium cans by FY30.** Orora Group • Net zero emissions by 2050. • Scope 1 and 2 - 41% reduction in emissions by FY35 from a FY19 baseline (absolute tonnes). • Scope 3 – 31% reduction in emissions by FY35 from a FY25 baseline (absolute tonnes). Global Glass • Scope 1 and 2 – 60% reduction in the intensity ratio of kilograms of emissions per tonne of packed glass produced (kg CO 2eq/Tvp) by FY35 from a FY19 baseline. • Scope 3 – 32% reduction in emissions per tonne of packed glass by FY35 from a FY19 baseline. Orora Cans • Scope 1 and 2 - 50% reduction in emissions [absolute tonnes] by FY30 from a FY19 baseline. • Scope 3 – 30% reduction in emissions (absolute tonnes) by FY35 from a FY25 baseline. Our pathway between 2035 and 2050 will be confirmed over time and will require advances in technology. Prioritising action for our people and our communities We’re focused on initiatives that benefit our teams and our communities through: • Protecting safety, health and human rights. • Championing diversity, equity, inclusion and belonging. • GHG reduction • Energy efficiency • Low carbon energy • Climate risk analysis • Recycled content • Recyclable packaging • Recyclable substrates • Lightweighting • Safety & health • Diversity, equity, inclusion & belonging • Human rights and supply chain • Responsible sourcing Our Promise to the Future * (Colour glass only excluding flint and extra flint glass – post consumer, post-industrial use, excludes internal reuse glass). ** (Total recycled content including post-consumer and post- industrial). FOCUS AREAS OUR PROMISE For personal use only
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21 ORORA LIMITED ANNUAL REPORT 2025 Global Glass • Increase levels of recycled cullet in our colour glass containers as we strive towards our target of 68% recycled content by FY35. Fully leverage new sources of cullet globally. Orora Cans • Expand our approach to responsible sourcing of aluminium that focuses on the recycled content of our suppliers. Orora Group • Reduce Orora Group Scope 3 greenhouse gas emissions through work in the Global Glass and Cans businesses. Global Glass • Continue our work with industry partners to assess the potential use of low carbon furnaces and fuels to support reduced emissions. • Increase cullet usage to further drive greenhouse gas emissions reduction. • Establish a long-term network wide furnace rebuild program with a focus on increasing electric energy use. Orora Cans • Continue to increase renewable electricity use through Power Purchase Agreements (PPAs). • Expanding the supplier responsible sourcing program focusing on aluminium flat sheet recycled content and supplier renewable energy use profile. • Implementation of FY26-FY28 Group Health & Safety Strategy across all sites globally. • Culture Onboarding program to be deployed across Saverglass in FY26. At Orora, we care about making a difference. Our approach to sustainability is embedded across our business and central to our strategy and our journey. It’s Our Promise to the Future and in FY25 we announced new targets for the Orora Group, Global Glass and Orora Cans. LOOKING AHEADOUR FY25 PROGRESS Global Glass Achieved 59.5% in FY25 making solid progress towards our 60% (Gawler only) target by end of calendar year 2025. Established a new Global Glass colour glass recycled target of 68% by FY35 and achieved 44% of recycled content in FY25. Expanded our cullet sourcing program in Australia and continued to work to increase cullet use in Europe and the Americas. Orora Cans Established a new Cans average total recycled content target in the aluminium flat sheets used to manufacture cans of 80% by FY30 and achieved 78% of recycled content in FY25. Orora Group Completed Orora’s first Scope 3 greenhouse gas emissions inventory. Established new Orora Group (continuing businesses – Global Glass and Cans) absolute Scope 1 and 2 greenhouse gas emissions target based on the new targets for Global Glass and Cans of achieving a 41% reduction by FY35 against a FY19 baseline. For the Orora Group (continuing businesses – Global Glass and Cans) absolute Scope 1 and 2 greenhouse gas emissions decreased by 19% (utilising market-based factors for Scope 2) and 22% (utilising location-based factors for Scope 2) from the FY19 baseline. Global Glass Successfully completed the commissioning of G3 oxyfuel furnace at Gawler, reducing combined Scope 1 and 2 emissions and energy use from the furnace by approximately 30%. Operated the Feuquières furnace on increased levels of electrical boosting for certain periods to reduce gas usage. Orora Cans Commenced work on the application of renewable gas in Australia through Renewable Gas Guarantee of Origin (RGGO) schemes. Progressed the Cans lightweighting program by proving a ~4% reduction in the gross weight of a 375ml can body. Significant improvement of safety performance across the Group with a reduction in Recordable Case Injuries and Lost Time Injuries, which decreased Lost Time Injury Frequency Rate by 35% and Recordable Case Frequency Rate by 5%, compared to FY24, across all global sites. One Orora Culture Program introduced to Saverglass leadership. First Psychosocial Health and Safety Assessment conducted across the ANZ region. Saverglass were integrated into the Women in Leadership Program for the first time. DEI&B Council launched in Australasia. For personal use only
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22 ORORA LIMITED ANNUAL REPORT 2025 Circular Economy Our role in the circular economy is to examine and implement ways to maximise the recycled content of our products, ensuring they can be recycled, along with minimising waste and reducing greenhouse gas emissions. Global Glass New Circular Economy recycled content targets To reflect the new structure of Orora, new Circular Economy recycled content targets for Global Glass and Orora Cans have been set at the end of FY25. These new targets follow the solid progress made towards our previous target of 60% recycled content in new glass bottles manufactured at Gawler by the end of calendar year 2025, against which we achieved 59.5% during FY25. Recycled content (cullet %) progress in manufactured glass products (Gawler)(3) Target: 60% recycled content PROGRE SS TOWARDS CALENDAR YEAR 2025 60% TARGET FY22 FY21 FY23 FY24 FY25 38% 31% 38% 50% 59.5% The new Global Glass targets incorporate both Saverglass and Gawler products for the first time. Additionally, a target for recycled content in aluminium cans has been set for the first time. Our work towards manufacturing recyclable products and increasing their recycled content is firmly aimed at assisting our customers with the circular economy outcomes of the packaging they use to take their products to market in. Global Glass approach to increasing recycled content The previous Orora Glass recycled content target was set prior to the acquisition of Saverglass and applied to Orora’s Gawler operations. The new Global Glass target applies to the whole of Global Glass (Saverglass and Gawler) and is focused on cullet use in coloured glass only. The target does not cover extra flint glass, as the nature of this glass type, used by the ultra-premium champagne, wine and spirits markets, makes the use of mixed flint cullet in its production process extremely difficult as it dilutes the high level of transparency required for this glass. Global Glass is continuing to examine ways of obtaining and utilising flint cullet in the production of extra flint bottles and has already conducted early trials with promising signs. If the technical feasibility of this is proven, Global Glass will explore the introduction of an extra flint recycled content target. Strategy Global Glass adopts a region-specific approach to increasing recycled content in manufactured glass, reflecting the unique challenges in each of the markets in which it operates. In developed markets, actions are directed to incrementally increasing already high cullet use and, in markets with relatively immature recycling infrastructure, work will be undertaken to co-develop collection systems with other partners. Global Glass 68% Recycled content for colour glass beverage containers by FY35(1) Orora Cans 80% Total recycled content in aluminium cans by FY30 (2) OUR NEW PROMISE (1) The target covers all of Global Glass and applies to colour glass only and excludes flint and extra flint glass. It is calculated based on average recycled content (cullet%) used in colour glass production of manufactured colour glass products at all Global Glass manufacturing sites over the 12-month reporting period. Recycled content is defined as external pre- and post-consumer colour glass cullet and other recycled material; it excludes all internal reuse glass cullet. (2) The target covers all of Cans and is calculated based on the average proportion of total pre-and post-consumer recycled aluminium materials, obtained from supplier attestations for FY25, used in the production of beverage cans. (3) This target is calculated based on average pre- and post-consumer and internal reuse glass cullet recycled content (cullet%) used in production of manufactured glass products at the Gawler site over the 12-month reporting period. For personal use only
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23 ORORA LIMITED ANNUAL REPORT 2025 FY25 Activity Increasing use of recycled content Global Glass further explored opportunities to increase the already high colour cullet use in its European plants. It also began to explore ways of working with local authorities and industry to develop the immature recycling market in the Americas Mexico region to contribute to the growth of cullet collection services. Work was also undertaken to identify alternative sources of cullet, including glass used for other industrial and domestic purposes with a specific cross-functional team established at Gawler to pursue this during FY25. While using recycled content from alternative forms of glass can present technical challenges, the Global Glass team is focused on developing as many new sources as possible and developing new processing methods. During the year, the team worked with Container Deposit Schemes (CDS) from around Australia to increase access to cullet, and the expansion of CDS to include more bottle types. Orora has developed strong relationships with scheme administrators in South Australia, where Orora takes approximately 80% of cullet, and from Western Australia where it takes approximately 100%. This work enabled an increase in the operational capacity of the Gawler Glass beneficiation plant during FY25 which allowed one of the furnaces to run at a higher cullet rate, resulting in a significantly higher recycled content for certain bottles. Further work will be undertaken on increasing cullet use in FY26. Global Glass also participated in consultation with the Australian Federal Government on proposed large-scale reform of the domestic packaging industry which will continue into FY26. Partnering with customers to improve circular outcomes Global Glass engages with customers to allow more cullet to be used in the manufacture of certain products. In Australia, teams at Gawler worked closely with customers during FY25 to adjust product specifications, to enable production of a slightly darker bottle, which allows for a higher level of cullet. These minor modifications lead to bottle shade changes that are almost impossible to detect, but lead to circular economy and emissions reduction benefits. We will continue to collaborate with customers on initiatives to increase recycled content in our products in FY26 and beyond. 50% TARGET Global Glass: Recycle d content (cullet%) for colour glass in beve rage containers(4) Target:68% recycled content FY35 FY25 68% 44% (4) Refer to footnote 1 on page 22. For personal use only
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24 ORORA LIMITED ANNUAL REPORT 2025 Orora Cans Cans approach to increasing recycled content Strategy Orora has set a recycled content target for Cans for the first time, to reflect Orora’s position as a leading sustainable manufacturer, committed to increasing circularity. This new target builds on the large increase in recycled content of 78% compared to the 72% achieved in FY24. A key focus of the Cans business approach to increasing recycled content in aluminium cans is working with its supply chain partners to increase the recycled content of aluminium flat sheet procured from overseas, given the absence of domestic Australian aluminium recycling capacity. Secondly, the business will continue to explore the lightweighting of cans manufactured in order to reduce the amount of material used. Orora also continues to work with suppliers and customers to drive innovation and adoption of novel aluminium alloys that can enable easier recycling and greater recycled content in the future. The establishment of closed loop manufacturing systems with suppliers and customers, where all waste is captured, returned and recycled, is also a key initiative. FY25 Activity Increasing recycled content The Cans business continued to work closely with suppliers to ensure the maximum amount of recycled content possible is made available for processing into new aluminium sheet coil. These flat sheet coils are procured from overseas markets and Cans began working on a responsible sourcing approach for aluminium flat sheet that focuses on the highest levels of recycled content. This involves working with aluminium suppliers to understand their recycled content plans and to co-develop roadmaps to increase the recycled content of the aluminium sheet they manufacture. The establishment of a closed-loop site manufacturing system that ensures all scrap from the manufacturing process is collected and returned to suppliers for recycling was a priority. This focus on recycled content not only increases circularity but also reduces the need for virgin material used in the manufacturing process. Reducing can weight During FY25, the Cans business continued to make progress on the complex exercise of reducing the weight of three different can size formats, in collaboration with major customers. Promising trials and site conversions occurred across multiple can production sites, proving the reduction of ~4% weight for 375ml cans and advancing the lightweighting plan for both 250ml and 500ml cans. Cans: Recycle d content in aluminiu m cans (5) Target: 80% recycled content TARGET 80% 78%FY25 FY30 Orora Packaging Solutions (Discontinued business) As a discontinued business during FY25, Orora is reporting OPS Circularity Metric performance for the last time. For the period of FY25 to December 2024, when OPS was divested from the Group, OPS averaged 54% (6) recycled content in the manufacture of OPS corrugated board. Under the OPS Circularity Metric, an internal data tool that identifies the proportion of circular material (materials deemed to be reusable, recyclable, or contain recycled content) that comprise OPS’ total sales, OPS achieved 62%. (7) (5) The target covers all of Cans and is calculated based on the average proportion of total pre- and post-consumer recycled aluminium materials, obtained from supplier attestations for FY25, used in the production of beverage cans. (6) This is the proportion of recycled board stock, obtained from FY25 supplier attestations, included in the production of OPS corrugated board. (7) This is the proportion of circular materials (per Orora’s definitions of materials deemed reusable, recyclable or contain post-consumer recycled (PCR) content obtained from supplier attestations), manufactured and sold by OPS over total OPS sales revenue for FY25. For personal use only
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25 ORORA LIMITED ANNUAL REPORT 2025 New FY25 Orora Group Eco Targets (8) Since Orora commenced operation in 2013, it has had two sets of Eco Targets, the first from FY14 to FY19 and the second from FY20 to FY24, the last of which Orora reported on in the FY24 Annual Report. For FY25, Orora is launching a new set of five-year Group Eco Targets, from FY25 to FY30. The Eco Targets will be focused on Waste to Landfill (W2L) reduction and Water Use Reduction (potable water), both measured on a ratio basis against packed tonnes of production. This is a continuation of the structure of the previous sets of Eco Targets. The new Eco Targets are detailed below. Global Glass approach to Eco Targets The Global Glass business will benchmark current water consumption trends and identify the best approach toward water reduction. A new water monitoring capability will be built into the Global Glass Digital Factory at Le Havre, to allow for more effective water management in the use of the glass process management tool. Similarly, the business will benchmark its current waste generation and identify best practice opportunities for further waste reduction. Orora Cans approach to Eco Targets The Cans business is focusing on reducing water consumption through the implementation of new can washers at several sites. In FY25 this began with the installation of two new washers at Revesby (including the new line), which reduced water usage by 40%. Orora became one of the first can manufacturers in the region to adopt this new technology. Similar can washers are being reviewed for installation at other ANZ sites. There is also focus on further implementation of the wastewater treatment plant and reverse osmosis to allow the utilisation of recycled water at the Dandenong site. Managing the reduction of waste to landfill has been challenging during FY25 due to the implementation of new can lines with some of the resulting waste proving difficult to recycle. Despite this, we collaborated with suppliers during the year to convert the roll cores on which aluminium flat sheet is delivered to aluminium, allowing some to now be recycled rather than disposed to landfill. The Canning Vale site in Western Australia with a new, more efficient ink dispensing tool that reduces the amount of ink waste requiring disposal. (8) All data relates to the period 1 July 2024 to 30 June 2025. Eco Target Waste to landfill includes solid waste tonnes that is not diverted to other streams e.g., reused, recycled, repurposed, composted or converted to energy. Eco Target Water use is measured in kilolitres (‘000 L). Waste to landfill and Water scope is for all activities under operational control of Orora Group. Eco Targets are measured as ratios against metrics that reflect the primary business activities of Orora for production of packaging measured against tonnes. Waste to landfill 5% reduction from FY25 to FY30 in waste to landfill ratio intensity expressed as waste to landfill absolute tonnes/production packed tonnes (for both Global Glass and Orora Cans). Waste Waste to landfil l intensity Waste tonnes/production tonnes TARGET 0.0068 0.0072FY25 FY30 Water use 5% reduction from FY25 to FY30 in water use ratio intensity expressed as water (potable) absolute kilolitres/production packed tonnes (for both Global Glass and Orora Cans). Water Water intensity kL/tonnes TARGET 1.1378 1.1977FY25 FY30 For personal use only
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26 ORORA LIMITED ANNUAL REPORT 2025 Climate Change We are addressing climate change by understanding the risks and opportunities it poses to our business, reducing absolute greenhouse gas emissions across our business and making smart and renewable energy choices. Orora Group Orora’s greenhouse gas emissions reduction targets were reviewed during FY25, with a view to setting new targets that reflect the Group following the FY24 acquisition of Saverglass and the sale of the OPS and Closures businesses in FY25. Orora is pleased to announce a new set of targets at the Orora Group level as well as, for the first time, individual targets for both Global Glass and Orora Cans. New Scope 3 reduction targets have also been set for the first time, at the Group, Global Glass and Cans levels. The targets for Global Glass and Orora Cans are structured differently due to the specific nature and inherent differences of those businesses. Orora Group targets reflect the combined individual targets for the Global Glass and Cans businesses. Orora Group greenhouse gas emissions performance FY25 performance reporting contains more complexity due to changes in the Group during FY24 and FY25. For FY25 at the Orora Group level, we are reporting on two sets of Scope 1 and 2 greenhouse gas emissions data. The first set of data (chart 1 below) reports on Orora Group emissions for the period FY19 to FY25 utilising both location and market-based factors for the Group’s continuing operations, comprising Global Glass (including Saverglass and Gawler) and Cans, and excluding the discontinued operations of OPS and Closures. Going forward, only continuing operations will be reported. The second set of data (chart 2, page 27) is for Orora Group emissions for the period FY25 utilising both location and market-based factors and covers the emissions of all operational parts of the Group during FY25, with the inclusion of Saverglass for the first time in FY25. Scope 3 greenhouse gas emissions data (chart 3, page 27), reported on for the first time by Orora, will only be reported for the continuing operations of the Group, inclusive of Global Glass (including Saverglass and Gawler) and Orora Cans. Scope 3 emissions represent 59% of Orora’s overall Scope 1, 2 and 3 emissions and as such have significant activity aimed at reducing them in both Global Glass and Orora Cans. The Global Glass and Orora Cans greenhouse gas emissions performance sections of this Report have further information on the drivers of the Scope 1, 2 and 3 greenhouse gas emissions at the Orora Group level. Orora Group Net zero emissions by 2050 for Scope 1 and 2 emissions 41% • A Group reduction in Scope 1 and 2 absolute emissions of 41% by FY35 from a FY19 baseline (1) • A Group reduction in Scope 3 emissions of 31% by FY35 from a FY25 baseline (2) Global Glass 60% • A reduction in the intensity ratio of kilograms of Scope 1 and 2 emissions per tonne of packed glass produced (kg CO2eq/Tgp) of 60% by FY35 from a FY19 baseline • A reduction in Scope 3 emissions per tonne of packed glass produced (kg CO2eq/Tgp) of 32% by FY35 from a FY19 baseline Orora Cans 50% • Reduction in Scope 1 and 2 gross/ absolute emissions by FY30 from a FY19 baseline • Reduction in Scope 3 emissions of 30% by FY35 from a FY25 baseline OUR TARGETS Orora Group Scope 1 and 2 greenhouse gas emissions performance (3) Chart 1 - Ongoing operations only: Global Glass (Saverglass and Gawler Glass) and Cans Location-based (ktonnes C02e) 22% reduct ion from FY19 FY19F Y20F Y21F Y22F Y23F Y24F Y25 Scope 1 Total GHGScope 2 Location 526k 523k5 18k 500k 473k 468k4 15k 164k 156k 157k 145k 131k 131k 121k 691k 679k 675k 645k 604k 599k 537k Market-based (ktonnes C02e) 19% reduct ion from FY19 FY19F Y20F Y21F Y22F Y23F Y24F Y25 Scope 1 Total GHGScope 2 Location 526k 523k5 18k 500k 473k 468k4 15k 197k 193k 198k 216k 195k 168k 171k 723k 716k 716k 716k 668k 636k 586k For personal use only
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27 ORORA LIMITED ANNUAL REPORT 2025 Understanding Orora’s climate change risk Orora addresses climate change risk by understanding the risks and opportunities posed by our operations. This informs how we approach material risks and opportunities as part of our Climate Change pillar. This is achieved through the Taskforce on Climate-related Financial Disclosures (TCFD) analysis and applying initiatives to reduce absolute greenhouse gas emissions through the implementation of lower carbon technologies and energy sources. Based on the materiality assessments, described in the “Informing Our Strategy” section on page 18, that have shaped our sustainability approach, we regularly review the sustainability landscape and engage with stakeholders to identify current and emerging climate change risks and opportunities. Given the changes to Orora’s business during FY24 and FY25, we will undertake another climate change risk and opportunity analysis in FY26 to understand the physical and transitional risks and opportunities posed to our Global Glass and Cans businesses. The outcomes of this analysis will be incorporated into Orora’s approach to addressing climate change. Orora’s FY22 TCFD analysis explored the physical and transitional impacts of climate change on Orora under two different climate scenarios and did not identify any material risks to Orora at that time. It confirmed that Orora’s climate change strategy was appropriate and positioned us well should any risks become material. The detailed outcomes of the FY22 TCFD analysis and the actions we have taken are available on the Orora Group website. Our ongoing work to reduce absolute greenhouse gas emissions and further understand potential impacts of climate change on our operations and investments recognises our obligations under Principle 7 of the United Nations Global Compact (UNGC), which requires businesses to support a precautionary approach to environmental challenges. It also reflects our ongoing commitment to assessing and measuring our exposure to material risks in accordance with the ASX Corporate Governance Council’s Recommendation 7.4 and other regulatory expectations. Orora is also well progressed on work towards compliance with the amendments to the Corporations Act 2001 (Cth) relating to the inclusion of mandatory Australian Accounting Standards Board Climate-related disclosures as part of our FY26 Annual Report. Orora is well positioned given previous TCFD analysis and scenario analysis, its Scope 1 and 2 GHG emissions reporting which is already subject to limited assurance and its reporting of Scope 3 GHG emissions for FY25. Chart 3 – Orora Group Scope 3 greenhouse gas emissions pe rformance – ongoing operations only(5) (tonnes C02e) Orora Group (inner disk) Scope 1 (32%) Scope 2 (9%) Scope 3 (59%) Business unit (outer disk) Global Glass - Scope 1 (96%) Cans - Scope 1 (4%) Global Glass - Scope 2 (61%) Cans - Scope 2 (39%) Global Glass - Scope 3 (30%) Cans - Scope 3 (70%) Chart 3 – Orora Group Scope 3 greenhouse gas emissions pe rformance – ongoing operations only(5) (tonnes C02e) Orora Group (inner disk) Scope 1 (32%) Scope 2 (9%) Scope 3 (59%) Business unit (outer disk) Global Glass - Scope 1 (96%) Cans - Scope 1 (4%) Global Glass - Scope 2 (61%) Cans - Scope 2 (39%) Global Glass - Scope 3 (30%) Cans - Scope 3 (70%) Location-based (ktonnes C02e) FY19 - FY25 Scope 1 Total GHGScope 2 Location 427k 129k 556k Market-based (ktonnes C02e) FY19 - FY25 Scope 1 Total GHGScope 2 Location 427k 179k 606k Chart 2 - All operational parts of the Group during FY25: Saverglass, Glass (Gawler), Cans, OPS and Closures (4) For personal use only
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28 ORORA LIMITED ANNUAL REPORT 2025 Global Glass approach to greenhouse gas emissions reductions Global Glass is responsible for 88% of Orora’s Scope 1 and 2 greenhouse gas emissions and 30% of Scope 3 greenhouse gas emissions. The work of Global Glass towards reducing greenhouse gas emissions is central to its sustainability approach, as it has been for both the previous Orora Glass (Gawler) and Saverglass before it became part of the Orora Group. This commitment was reflected by the certification of the Saverglass greenhouse gas reduction program by the Science Based Target Initiative (SBTi) in FY22. As the largest contributor to Orora’s Scope 1 and 2 emissions, the Global Glass business is committed to developing a less carbon intensive glass making process driven by five central initiatives. Investing in low-carbon furnaces (Scope 1 and 2 focused) Strategy This is the main initiative through which Global Glass will reduce its Scope 1 and 2 emissions. The Global Glass emissions reduction roadmap comprises several phases, beginning with investments in hybrid furnace technology, which is a new energy mix (gas and electricity) that is compatible with existing equipment and processes, and enables the maintenance of production capacity, quality, flexibility and safety in manufacturing processes. The percentage of low-carbon energy used will increase over time, as Global Glass continues to explore and master the technical aspects of the transition. Hybrid furnace technology is still in a development phase and will be progressively implemented when furnaces reach the end of their working life (typically after an average of 12 years) and need to be rebuilt or repaired over the period from FY25 through to FY35. The ultimate goal is to utilise hybrid furnaces capable of running on 80% electricity and 20% gas (initially natural gas and potentially with biomethane or hydrogen as those industries develop). Given the size of the Global Glass furnaces, producing up to 500 tonnes of glass per day via 100% electrically powered furnaces is currently not a viable option. FY25 Activity During FY25, an investment strategy was put in place, with a commitment to upgrading furnaces across the Global Glass network with low-carbon hybrid technology as required to deliver our FY35 targets. As furnaces are progressively utilising more electricity, further low carbon electricity sources from either renewables (via PPAs) and nuclear will be deployed to avoid increases in Scope 2 emissions. Orora has already made significant inroads in this area in Australia with 79% of the electricity used by our Australian based manufacturing sites in FY25 generated by renewable sources provided through PPAs. Orora procures Large Scale Generation Certificates (LGCs) as part of these PPAs, but to date has not retired them, in keeping with our commitment to exercising prudent financial stewardship while transitioning to lower carbon energy sources and, as such, is not currently claiming any Scope 2 greenhouse gas reduction benefit from its PPAs in Australia. 1 Global Glass rebuild and repair schedule - year of completion FY26 FY27 Repair FY28 FY27 Rebuild FY29 FY30 FY28 FY31 Ghlin F23 RAK F9 Le Havre F3 Acatlan F12 Arques F7 Feuquieres F6 Feuquieres F5 Acatlan F13 FurnacesExpenditure In addition to the investment in these low-carbon hybrid furnaces, we will continue to explore the application of oxyfuel technology, following the successful commissioning of this technology at the G3 furnace at Gawler. To date this furnace has recorded an approximate 30% reduction in energy use and associated reduction in greenhouse gas emissions. ~$15-$25m Global Glass decarbonisation capex p.a. Average furnace life of ~12 years with a repair in year 6 Rebuild/repair capex phased over 1-2 financial years No more than 1-2 repairs or rebuilds p.a. For personal use only
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29 ORORA LIMITED ANNUAL REPORT 2025 4 3 Optimising the use of raw materials (Scope 1 and 2 focused) Strategy Traditionally, glass is made with sand, limestone and sodium carbonate, melted down at extremely high temperatures. Since glass can be recycled indefinitely, Global Glass has long focused on reducing the use of raw ingredients through increased use of recycled glass, known as cullet. The secondary benefit to using cullet is that the melting point of cullet is lower than the traditional mix of raw materials, thereby reducing energy use and greenhouse gas emissions in the manufacturing process. This is one of the reasons why Orora has introduced a new recycled content target for Global Glass of 68% for colour glass by FY35, under the Circular Economy sustainability pillar. Increasing access to, and use of, cullet continues to be a high priority for Global Glass in its Australian operation while the business is also pursuing ways of further growing the already high colour cullet use in its European plants. It will also work with local authorities and industries in the Americas region to improve cullet collection services in a relatively immature local glass recycling market. Global Glass will continue to work with existing CDS in Australia to expand the types of glass containers covered by these schemes to enable access to more cullet. FY25 Activity Building on the FY23 commissioning of Orora’s glass beneficiation plant at Gawler and ongoing efforts to increase the procurement of cullet, Orora remained the largest off taker of cullet from South Australia (80%), and 100% of available cullet from the Western Australian scheme. The sourcing of more cullet from CDS led to an increase in the operational capacity of the cullet beneficiation plant at Gawler, which has been central to progress towards the previous Gawler- focused target of 60% cullet usage and a factor in the reduction of Scope 1 and 2 greenhouse gas emissions for Global Glass. 2 5 Innovating to change the way we work (Scope 1 and 2 focused) Strategy Global Glass will continue to work towards making the glass making process less greenhouse gas intensive through partnerships with research organisations and other glass makers. This work focuses on raw material decarbonisation during furnace combustion, using lower carbon energy sources in the glass fusion process, utilising hydrogen and biomethane combustion and the electrification of the glass melting process. As a member of International Partners in Glass Research (IGPR) Global Glass will explore the development of zero-carbon glass bottles through the eradication of greenhouse gas emissions from both the energy input and raw material perspectives of glass production. FY25 Activity During FY25, a key focus was the potential for carbon capture at several facilities as well as exploring the potential use of biomethane as an energy source, and the continued exploration of the use of hydrogen instead of natural gas. Further work was also undertaken on the eco- design tool for use by customers when creating bespoke bottles, which provides details of the greenhouse impact of different products and informs customer design decisions. Reducing indirect emissions (Scope 3 focused) Strategy Scope 3 emissions reduction activity for the Global Glass business will focus on reducing emissions associated with the collection of raw materials and with logistics and transport activity. Key initiatives will include the further adoption of thinner bottle packing sleeves that utilise greater recycled content at sites, while a key focus in France, Belgium and Mexico will be the reuse of shipping pallets and optimising pallet loading. This increases the average number of bottles per pallet, reducing the volume of truck loads required to transport them. Since 2023 in Europe, Global Glass (Saverglass) has been a member of the Fret 21 program, an initiative co-coordinated by the French Agency for Ecological Transition (ADEME) and the Association of Freight Users (AUTF). The program is designed to help freight customers better incorporate the environmental impact of their shipping operations into their overall sustainable development strategies. FY25 Activity Most of the activity in Scope 3 greenhouse gas emissions reduction for Global Glass was focused on the establishment of a new Scope 3 inventory for the business, incorporating both Saverglass and Gawler for the first time. This has constituted an assessment of material Scope 3 greenhouse gas emission areas. Reducing the weight of our bottles (Scope 3 focused) Strategy Global Glass will continue to explore bottle lightweighting, primarily to assist in reducing the greenhouse gas footprint of our customers via the use of a digital simulation tool developed by our European team. To date, modelling has led to new products weighing between 10% to 30% less than original designs. Reducing the weight of our bottles assists our customers in reducing the greenhouse gas emissions associated with the transportation of their products. FY25 Activity Global Glass has launched a range of lightweight bottles in the Australian market in recent years that have established Orora as a leader in this field. During FY25, Gawler introduced a 555g premium wine bottle, which previously weighed 700g. Work was also undertaken on the development of a new, lighter 600g super premium bottle, which is expected to be introduced in FY26. These bottles have lower greenhouse gas emissions. For personal use only
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30 ORORA LIMITED ANNUAL REPORT 2025 Global Glass greenhouse gas emissions performance The Global Glass location-based Scope 1 and 2 emissions decreased by 12% from FY24 to FY25 and since FY19 they have decreased by 26%. The market- based emissions decreased by 9% from FY24 to FY25 and since FY19 they have decreased by 21%. The FY25 decrease has been driven by a range of factors including lower production volumes across sites and the commissioning of the G3 oxyfuel furnace at Gawler. Other factors that have contributed to a reduction in emissions are the phasing out of heavy fuel oil at Feuquières and Le Havre, increased usage of electrical boosting at Feuquières, increased use of cullet at Gawler and improved production efficiencies at sites. Global Glass Scope 1 and 2 FY25 greenhouse gas emissions performance (6) Global Glass Scope 1 and 2 greenhouse gas ratio emissions per tonne of packed glass produced (kg CO2eq/Tgp) Location-based (ktonnes C02e) FY19F Y20F Y21F Y22F Y23F Y24F Y25 Scope 1 Total GHGScope 2 Location 514k 510k 506k 486k 460k 435k 399k 123k 115k 113k 100k 89k 83k 73k 637k 625k 619k 587k 549k 536k 473k 26% reduct ion from FY19 GHG Intensity: Location-based (kg C02e/tonne packed glass) FY19F Y20F Y21F Y22F Y23F Y24F Y25 Sum of Total GHG Intensity (kg C02e/tonne packed glass) 637k 625k 619k 587k 549k 536k 473 k 697 688 661 614 588 686 632 9% reduct ion from FY19 GHG Intensity: Market-based (kg C02e/tonne packed glass) FY19F Y20F Y21F Y22F Y23F Y24F Y25 Sum of Total GHG Intensity (kg C02e/tonne packed glass) 665k 657k 654k 652k 607k 577k 525k 727 723 698 682 650 738 702 3% reduct ion from FY19 Market-based (ktonnes C02e) FY19F Y20F Y21F Y22F Y23F Y24F Y25 Scope 1 Total GHGScope 2 Market 514k 510k 506k 486k 4560k 453k 399k 151k 147k 148k 166k 147k 124k 126k 665k 657k 654k 652k 607k 577k 525k 21% reduct ion from FY19 For personal use only
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31 ORORA LIMITED ANNUAL REPORT 2025 Global Glass Scope 3 greenhouse gas emissions performance (7) For the first time, Orora is reporting Scope 3 greenhouse gas emissions data for Global Glass incorporating both Saverglass and Gawler. This data has not been subject to independent limited assurance in FY25, but will be in the FY26 Annual Report. The Scope 3 profile demonstrates that Global Glass accounts for 30% of Orora’s Scope 3 emissions with the majority of emissions generated by purchased goods and services (including raw materials), fuel and energy- related activities (gas and electricity, the indirect value chain production and infrastructure emissions for delivery of gas and electricity), and downstream transportation and distribution. Reducing emissions in these areas will be the key focus in terms of Scope 3 emissions performance over the next decade as we work toward our new targets. Global Glass Scope 3 greenhouse gas emission s performance(7) (tonnes C02e) Purchased goods and services (52%) Capital goods (5%) Fuel- and energy-related activities (not included in scope 1 or scope 2)(19%) Upstream transportation and distribution (6%) Waste generated in operation (1%) Business travel (0.4%) Employee commuting (0.9%) Upstream leased assets (6.8%) Downstream transportation and distribution (5.9%) Downstream leased assets (6%) Processing of sold products (1%) Scope 3 by activity Global Glass Scope 3 greenhouse gas emission s performance7 (tonnes C02e) Purchased goods and services (23.0%) Capital goods (3.0%) Fuel and energy related activities (33.7%) Upstream transportation and distribution (6.4%) Waste generated in operations (1.1%) Business travel (0.3%) Employee commuting (2.3%) Upstream leased assets (1.6%) Downstream transportation and distribution (17.1%) Processing of sold products (8.2%) End of life treatment of sold product (3.3%) Scope 3 by activity ORORA POWERS ONE OF THE WORLD’S MOST ENERGY EFFICIENT FURNACES FY25 marked the successful commissioning of Orora’s new oxyfuel glass furnace at its Gawler site, placing it among the top 10% of energy-efficient furnaces worldwide. This cutting-edge technology, supported by a $12.5 million federal government grant, uses oxygen to reduce energy consumption and emissions. The result: up to 30% energy reduction, approximately 30% less C0 2, and 80% fewer nitrogen oxides. Supplied by an onsite oxygen plant, the oxyfuel furnace achieves higher flame temperatures with less energy use, particularly when melting recycled glass cullet. This breakthrough demonstrates Orora’s commitment to sustainable manufacturing. Greg Savage, Senior Vice President - Asia Pacific for Orora Glass said: “We’re excited to take the sustainability of Orora Glass to the next level with this new technology. By combining an increasing amount of recycled cullet from our beneficiation plant together with our oxyfuel furnace, Orora Glass will deliver even more sustainable glass containers for our customers.” For personal use only
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32 ORORA LIMITED ANNUAL REPORT 2025 Orora Cans approach to greenhouse gas emissions reductions The Cans business is responsible for 12% of Orora’s Scope 1 and 2 greenhouse gas emissions, the majority of which are Scope 2 emissions driven by electricity consumption, and 70% of Orora’s Scope 3 greenhouse gas emissions. Strategy The Cans business’ approach to reducing Scope 2 emissions from electricity is focused on a comprehensive renewable electricity strategy that reduces emissions while maintaining operational reliability. This is achieved through the establishment of multiple PPAs under which LGCs can be procured. Additionally, small scale solar photovoltaic (PV) systems will continue to be installed at sites where feasible. To further reduce Scope 1 and 2 greenhouse gas emissions, Cans is also focusing on improving the efficiency of electricity and gas usage. This will be achieved through significant investments in lean methodology in manufacturing operations with rigorous focus on reducing losses, manufacturing network design, capacity to minimise transportation between production sites, and energy metering and monitoring, supported by partnerships to further optimise energy and emissions intensity. The Cans business is exploring renewable gas opportunities to reduce Scope 1 emissions through Renewable Gas Guarantee of Origin (RGGO) schemes. RGGOs create and track ownership of renewable gas to enable commercial and industrial customers to displace their natural gas use with carbon neutral renewable gas, directly supporting renewable gas projects. Due to the lack of Australian domestic aluminium production, the largest contributor to Cans Scope 3 greenhouse gas emissions is the procurement of aluminium flat sheet coils from suppliers based overseas. Cans aims to reduce Scope 3 emissions through a responsible sourcing approach focused on the production and value chain emissions of suppliers, as well as increasing recycled content in coils. Can body lightweighting remains a central plank in the Group’s efforts to reduce Scope 3 emissions. FY25 Activity During the year, the Cans Business continued the significant inroads made in renewable electricity procurement in Australia, with 79% of the electricity used by Global Glass and Cans in FY25 in Australia coming from renewable sources provided through PPAs. Similar to Global Glass (Australian operations), Cans procures LGCs through these PPAs but to date has not retired them, keeping with our commitment of exercising prudent financial stewardship while transitioning to lower carbon energy sources. As such, Cans is not currently claiming any Scope 2 greenhouse gas reduction benefit from its PPAs in Australia. During FY25, Cans made positive progress in can body lightweighting, achieving a reduction of approximately 4% gross weight for a 375ml can body. Progress on other lightweighting applications was slowed during the year due to customer line availability and the implementation of can line expansion projects at Orora sites. Despite this, significant gains have recently been made at Rocklea with customers having converted to the new lighter domed 375ml can in November 2024. The Cans location-based Scope 1 and 2 emissions increased by 1% from FY24 to FY25 and since FY19 they have increased by 19%. The market-based emissions increased by 4% from FY24 to FY25 and since FY19 have increased by 3%. The increases to FY25 have been driven by the following factors: higher production volumes resulting from new can line implementation; challenges with achieving energy intensity savings due to increased can supply complexity (size, diameter and label changes) and the impact of starting up new can lines that are more inefficient in the startup phase of operation. Cans Scope 1 and 2 greenhouse gas emissions performance (8) Location-based (ktonnes C02e) FY19F Y20F Y21F Y22F Y23F Y24F Y25 Scope 1 Total GHGScope 2 Location 12k 12k 12k 13k1 4k 15k1 6k 41k4 1k 44k 45k 42k 48k4 8k 53k 54k 56k 58k 55k 63k 64k 19% increase from FY19 Market-based (ktonnes C02e) FY19F Y20F Y21F Y22F Y23F Y24F Y25 Scope 1 Total GHGScope 2 Market 12k 12k 12k 13k1 4k 15k1 6k 46k4 6k 50k 51k 48k 44k 45k 59k 59k 62k 64k 62k 59k 61k 3% increase from FY19 For personal use only
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33 ORORA LIMITED ANNUAL REPORT 2025 Footnotes (1) The Orora Group Scope 1 and 2 greenhouse gas emissions reduction target is based on combining the Global Glass and Cans Scope 1 and 2 greenhouse gas emissions reduction targets. (2) The Orora Group Scope 3 greenhouse gas emissions reduction target is based on combining the Global Glass and Cans Scope 3 greenhouse gas emissions reduction targets. (3) Covers 1 July 2024 to 30 June 2025 and only includes the ongoing operational Orora Group entities during that period (Global Glass and Cans), please refer to footnote 4 for details on Scope 1 and 2 GHG emissions methodology. (4) Covers 1 July 2024 to 30 June 2025 and includes all operational Orora Group entities during that period including OPS and Closures up to the date of divestment. All actual kilotonnes have been rounded to the nearest thousand. Scope 1 and 2 greenhouse gas emissions are measured in tonnes of carbon dioxide equivalents. Scope 1 emissions include natural gas, raw material combustion in furnace for glass, transport and diesel LPG. Scope 2 emissions include indirect emissions from consumption of purchased electricity utilising market-based and location-based factors as stated. Both Market and Location-based emissions factors for the consumption of purchased electricity from the grid are updated annually to reflect changes in energy mix. Scope 1 and 2 emissions are reported for Australian operations utilising The National Greenhouse and Energy Reporting Act 2007 (Cth) (NGER Act), for European operations the Association of Issuing Bodies (AIB) that develops the standardised European Energy Certificate System (EECS), for United Arab Emirates (UAE) operations the Dubai Electricity and Water Authority (DWEA), for Mexican operations the Mexico Electricity 2022 and the International Energy Association (IEA) Emission Factors 2024 (published for 2025). The GHG Protocol Corporate Accounting and Reporting Standard (GHG Protocol) is also referenced for guidance on all Scope 1 and 2 emissions calculations. (5) Covers 1 July 2024 to 30 June 2025 and only includes the ongoing operational Orora Group entities during that period (Global Glass and Cans). All actual kilotonnes have been rounded to the nearest thousand. Orora has established a Scope 3 emissions baseline for FY25 to enhance visibility of indirect emissions across its value chain. The emissions inventory presented in this report has been prepared in accordance with the GHG Protocol’s Corporate Value Chain (Scope 3) Accounting and Reporting Standard, using source activity data from Orora’s operating business units. Scope 3 emissions occur both upstream and downstream of our direct operations. These emissions are typically more challenging to quantify than Scope 1 and 2 emissions due to limited data availability, varying emissions intensities, and the complexity of value chain interactions. Accordingly, where primary data was unavailable, assumptions and generic emissions factors have been applied. This FY25 Scope 3 inventory reflects the material value chain activities relevant to Orora’s operations and has been consolidated using the operational control approach. GHG Protocol Categories 1 to 10 and 12 have been included within the reporting boundary. Categories 11, 13 to 15 were assessed not to be relevant and therefore not included within the Group’s Scope 3 reporting boundary. (6) Covers 1 July 2024 to 30 June 2025 and only includes Global Glass entities during that period, please refer to footnote 4 for details on Scope 1 and 2 GHG emissions methodology. (7) Covers 1 July 2024 to 30 June 2025 and only includes Global Glass entities during that period. All actual kilotonnes have been rounded to the nearest thousand, please refer to footnote 5 for details on Scope 3 GHG emissions methodology. (8) Covers 1 July 2024 to 30 June 2025 and only includes Cans entities during that period, please refer to footnote 4 for details on Scope 1 and 2 GHG emissions methodology. Please note that for FY26 Cans may give consideration to the implementation of a new, additional, ratio Scope 1 and 2 GHG emissions target. (9) Covers 1 July 2024 to 30 June 2025, all actual kilotonnes have been rounded to the nearest thousand, please refer to footnote 5 for details on Scope 3 GHG emissions methodology. Please note that for FY26 Cans may give consideration to the implementation of a new, additional, ratio based Scope 3 GHG emissions reduction target. Orora Cans Scope 3 greenhouse gas emissions performance (9) For the first time, Orora is reporting on the Scope 3 greenhouse gas emissions data for the Cans business. This data has not been subject to independent limited assurance in FY25, but will be in the FY26 Annual Report. The Scope 3 profile demonstrates that Cans is responsible for 70% of Orora’s Scope 3 emissions and that the majority of emissions are in the following areas: purchased goods and services (aluminium flat sheet), upstream transportation and distribution and the processing of sold products. As noted in the “Cans Approach to Greenhouse Gas Emissions Reduction” section, emissions reduction activity will focus on these areas over the period to FY35. Cans Scope 3 greenhouse gas emissions pe rformance9 (tonnes C02e) Scope 3 by activity Purchased goods and services (84.0%) Capital goods (0.9%) Fuel and energy related activities (1.4%) Upstream transportation and distribution (2.6%) Waste generated in operations (0.2%) Business travel (0.7%) Employee commuting (0.2%) Upstream leased assets (0.1%) Downstream transportation and distribution (0.8%) Processing of sold products (9.0%) End of life treatment of sold product (0.1%) Cans Scope 3 greenhouse gas emissions pe rformance(9) (tonnes C02e) Purchased goods and services (92%) Capital goods (X%) Fuel- and energy-related activities (not included in scope 1 or scope 2) (X%) Upstream transportation and distribution (X%) Waste generated in operation (X%) Business travel (X%) Employee commuting (X%) Upstream leased assets (X%) Downstream transportation and distribution (X%) Processing of sold products (X%) End-of-life treatment of sold products (X%) Scope 3 by activity For personal use only
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34 ORORA LIMITED ANNUAL REPORT 2025 Group Safety Highlights Our FY25 performance The Group returned another positive safety performance, continuing on from the improved performance in FY24 and demonstrating the effective implementation of the FY23-FY25 Global Health & Safety Strategy. During the year, we recorded a reduction in Lost Time Injuries and Recordable Case Injuries, which decreased the Lost Time Injury Frequency Rate by 35% and Recordable Case Frequency Rate by 5%. These results include the performance of Saverglass sites for the first time, now fully integrated into the Orora Global Glass business unit. The nature of glass manufacturing operations means that they are generally higher-risk workplaces and as a result, the level of risk across the Group is higher than in the past. This makes the positive safety performance for the year particularly pleasing and is an encouraging reflection of cohesion in the new Global Glass business. Over the course of the year, we continued to work with the Global Glass team to introduce and integrate the Orora Group safety program and protocols, including Safety Leadership Tours at Saverglass sites. With the FY23-FY25 Global Health & Safety Strategy now successfully implemented, the FY26-28 Global Health & Safety Strategy, developed in consultation with key stakeholders across Orora, will build upon this work. The strategy will maintain a focus on safety awareness and embedding safety culture, across all Orora sites, and enhance the way health and safety is managed across the Group. Key elements include building awareness of high-risk activities through improved communication, incident reporting and governance processes. Our Stay Safe Rules continues to be an important and effective element of our safety program, designed to ensure the business’ highest risk activities remain a key focus, which is reflected in improving safety performance in recent years. The Stay Safe Rules will be rolled out across all Global Glass sites in FY26, having been well established across ANZ in recent years. Community We are enriching the lives of our teams and communities by protecting safety, health and human rights, and championing diversity, equity, inclusion and belonging, guided by the Orora Values. Prioritising action for our people and our communities OUR PROMISE (1) Lost Time Injury (LTI) is defined as a work-related injury or illness resulting in a worker being unable to work for a full scheduled shift (other than the shift in which the injury occurred). A full scheduled shift is regardless of shift length or duration (e.g., two hours or 12 hours). The LTI must be certified by a medical professional. (2) Orora’s injury rates are measured using two key metrics, Recordable Case Frequency Rate (RCFR) and the Lost Time Injury Frequency Rate (LTIFR). LTIFR is determined by dividing the total number of Lost Time Injuries in a 12-month period by the total number of hours worked in the same 12-month period, then multiplying by 1,000,000. RCFR is determined by dividing the total number of Recordable Case Injuries (Lost Time Injury, Restricted Work Case & Medical Treatment Injury) in a 12-month period by the total number of hours worked in the same 12-month period, then multiplying by 1,000,000. Lost Time Injury[1] Frequency Rate (LTIFR)* Orora Group safety performance Recordable Case[2] Frequency Rate (RCFR)^ 3.4 8.8 2.2 8.3 FY25FY24 LTIFR* = (Number of Lost Time Injuries / Total number of hours worked for employees and contractors) x 1,000,000. RCFR^ = (Number of Recordable Case Injuries (lost time, restricted work case and medical treatment) / Total number of hours worked for employees and contractors) x 1,000,000 Data includes OPS until completion of sale on 12 December 2024. Data includes Saverglass for FY24 and FY25. For personal use only
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35 ORORA LIMITED ANNUAL REPORT 2025 Serious Injury or Fatality A higher number of potential Serious Injury or Fatality incidents (SIF) were recorded in FY25 (73) (1) compared to FY24 (38), driven by the inclusion of more higher risk sites across the Global Glass business in these reporting metrics for the first time. The SIF classification is designed to ensure incidents that have the potential to cause serious injury are addressed promptly. Positively, the collection and reporting of these potential incidents is a critical element in driving a reduction in recorded injuries, which is reflected in the improved FY25 safety performance. There were no serious injuries or fatalities during the year. Psychosocial Health and Safety Assessment During the year, the first Orora Psychosocial Health and Safety Assessment was conducted across the ANZ region, an acknowledgement that a safe workplace goes beyond physical safety. All ANZ team members were invited to participate in an anonymous survey, with the information collected designed to identify opportunities to protect and promote psychosocial health and safety in the workplace against 11 psychosocial risk categories. More than 70% of responses to questions indicated a positive sentiment toward psychosocial safety across the majority of the risk categories, in line with industry benchmarks. We achieved a pleasing 85% response for protection of physical safety, reflecting the effectiveness of our programs to address physical hazards in order to protect the psychological health and safety of our team members and the strong safety culture that has been established. A series of risk assessment workshops with team members across all ANZ sites were subsequently conducted, to inform an overall Prevention Plan for the Orora ANZ sites, which will help develop actions for FY26 and specific focus areas for each site. Health and Safety Governance Since the establishment of the Board Safety, Sustainability and Environment Committee (SSEC) in 2020, Health & Safety Governance has been driven through the SSEC, the Global Management Team (GMT), and the Health & Safety Leadership Team (HSLT). This structure sets a strong foundation for our approach to safety, executed through our Strategy, and includes regular reporting. Orora Health and Safety Procedures A full suite of Orora Health and Safety Procedures were completed and deployed in FY25, with work underway for a full roll out across the Saverglass business to begin in FY26. Over the last five years, the procedures have been deployed through the Global Integrated Safety Improvement Plan (GISIP) Operational Steering Committee and focused on the highest-risk activities across the business. The procedures ensure uniformity and standardisation across our sites, resulting in a structured approach to managing risk, to reduce injuries, uphold regulatory compliance and reinforce a strong safety culture. Global Safety Assurance Audit Program Orora’s Global Safety Assurance Audit Program provides assurance that critical safety risks are managed effectively across all sites. After completing the program across Orora sites in FY24, a site assessment for Saverglass sites was conducted in FY25, ahead of rolling out the Global Safety Assurance Audit Program across Saverglass sites in FY26. Continuous Improvement Safety data collection and measurement processes were enhanced during the year through the adoption of new technologies, designed to increase the accuracy and consistency of safety data and the effective implementation of audits and actions. This is critical to enhancing transparency, accountability and proactive risk management. Safety Leadership Tours First introduced in FY23, Orora’s successful Safety Leadership Tour Program continued across ANZ and was extended to Saverglass sites in FY25. This program requires leaders to conduct safety leadership tours across manufacturing sites and offices, engaging with team members in direct one-on-one safety conversations, discussing safety procedures and observing safety culture in action. The program has been well received at Saverglass, with team members valuing the opportunity to discuss their views and perspectives on safety practices, as well as suggesting areas for improvement. The program remains a key element in the broader Group safety program. (1) Relates to the number of potential Serious Injury or Fatality (SIF) incidents in FY25. A SIF event is an incident or near miss that results in or has the potential to produce a fatal or life-altering injury or illness to an employee, visitor or contractor while working for Orora or on an Orora site. For personal use only
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36 ORORA LIMITED ANNUAL REPORT 2025 People and Culture Highlights One Orora Culture During FY25, all Saverglass Senior Leaders were introduced to the Orora Senior Leader Culture Conversations, another important step in the integration of the new global business structure. The Senior Leader Culture Conversations are designed to generate discussion and reinforce key culture concepts on a bi-monthly basis, while highlighting the critical role leaders play in modelling Orora’s culture every day. Cascading from our Chief People Offi cer to Senior Leaders globally, these conversations are supported by practical tools and resources that enable leaders to bring the Orora culture to life within their teams. One Orora Onboarding Hub The One Orora Onboarding Hub was launched during the year, a digital, multi-language onboarding program that provides new and existing team members with guided information about the Group. This includes details about each business unit and the key One Orora initiatives that unite Orora as an organisation, such as Culture, Values, Safety, Sustainability, and Leadership. Recognising that not all team members have ready access to digital or desktop learning, a physical document-based version of this resource is also available. One Orora Leadership Framework Orora’s leadership framework was refreshed and updated during the year. The new framework brings three core leadership pillars together into one clear, practical model that refl ects Orora’s core leadership expectations. It provides a consistent structure and shared language, designed to demonstrate what great leadership looks like at Orora. The framework is built around three core pillars: • Leads by Example – focusing on safety, values, and culture. • Cultivates Leadership – developing leadership in every role, at every level. • Elevates Performance – balancing performance and development to drive sustainable success. The refreshed framework has been launched across ANZ, the Americas, and Ras al Khaimah, with Europe scheduled to follow in FY26. Global Compliance Training We continued to strengthen our focus on global compliance in FY25. This included integrating Saverglass into Orora’s Global Compliance Training. Training was delivered across the Group in multiple languages, covering topics such as privacy, conduct and ethics, and cyber security. In FY25, we also introduced a Global Compliance Report - providing us a clear, enterprise-wide view of training performance across our nominated global compliance areas. Women in Leadership at Orora (WILO) FY25 marked the ninth year of Orora’s WILO Program, with female team members from across the Group, including our Global Glass business, nominated to participate in this now well-established leadership development program. This year also brought new opportunities for connection and development among our FY25 WILO coaches. Our coaches, a group of Orora global leaders, were upskilled as part of their WILO coaching role through participation in our newly launched Leader as Coach Program. FY26 WILO coaches will undertake the same program in September 2025. The FY25 English-speaking cohort included 20 WILO participants. In FY26, WILO will be delivered in French, the fi rst time we have introduced a new language, with this new cohort set to commence in late 2025. Combined, these two groups will mark the program’s largest intake in a single calendar year to date. EMPOWERING LEADERSHIP FROM WITHIN: LUCY WHYTE’S WILO JOURNEY As a Communications Advisor at Orora, Lucy Whyte has always been committed to clear, purposeful storytelling, but it wasn’t until her participation in Orora’s Women in Leadership (WILO) program that she began to rewrite her own leadership narrative. Now in its ninth year, WILO continues to be a cornerstone of Orora’s commitment to building a diverse leadership pipeline. For Lucy, the experience was a turning point. “Throughout WILO, I started to uncover patterns I hadn’t fully noticed before,” she refl ects. “I realised how often I held myself back with quiet limits – like ‘I’m not ready’ or ‘I’m not really the speaking up type.’ WILO helped me name those doubts, and more importantly, see them for what they are.” Anchored in the themes of self-awareness, courage, and clarity, the program enabled Lucy to step more confi dently into her voice – not just in meetings, but in shaping the way she leads conversations and collaborates across the business. WILO didn’t just help Lucy strengthen her own capabilities, it connected her to a global network of current and future leaders, giving her a deeper understanding of Orora’s culture and the women driving it forward. As the program continues to evolve, Lucy’s journey off ers a clear example of how intentional leadership development can unlock potential at every level. For personal use only
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37 ORORA LIMITED ANNUAL REPORT 2025 Global Glass Professional Development Programs Over the course of the year, 1,147 team members attended at least one of the 171 training sessions provided by The Saverglass Glass and Decoration school. These sessions focus on developing team member skills in glass making and decoration and are led entirely by experienced trainers from across the business. Additionally, we support the training and acquisition of practical skills for people looking to enter the industry and develop a career pathway in the glass manufacturing industry, and in FY25 we welcomed 38 apprentices to various departments across Global Glass sites during the year. Recognition Recognition of achievements and contributions is a foundational element of Orora’s culture and in FY25 was represented through two formal recognition programs. Living Our Values Living our Values (LoV) awards recognise team members who model Orora’s values of teamwork, passion, respect and integrity through their actions and work ethic. Team members can nominate any of their colleagues for a LoV award at any point and it remains a highly popular and valuable peer recognition tool for team members to acknowledge each other. The initiative will be introduced to the broader Global Glass business in FY26. Orora Values Recognising Orora Heroes The Orora Hero Program is a peer-lead program that aims to recognise and acknowledge team members for their achievements and contributions to Orora across seven categories: Our People, Customer Focus, Safety, Financial Discipline, Innovation, Sustainability and Operational Excellence. The annual program was again successfully run in FY25, with 187 nominations received (up from 119 in FY24). The program was introduced to Saverglass for the first time and pleasingly a strong number of nominations came from Saverglass, demonstrating an encouraging appetite for recognising the achievements of colleagues. Hero awards are our highest level of award, with the program culminating in the announcement of seven category winners and an overall Hero for the year. It builds on a strong culture of appreciation which is embedded across Orora. CELEBRATING WOMEN LEADING IN PACKAGING INNOVATION At the 2025 PKN Women in Packaging Awards, Orora’s Mejlina Tjoa, Procurement Manager - Global Glass, was named Innovation Champion for her pivotal role in influencing the development of South Australia’s Retailer Energy Productivity Scheme (REPS). Mejlina’s contribution has driven sector-wide change and energy efficiency outcomes, positioning Orora as a sustainability leader. She was one of three Orora finalists this year, alongside Tania Paniora and Savannah Murray. “I was just doing my job and didn’t expect this. It’s humbling to be recognised, especially among so many deserving women across the industry,” Mejlina said. Now in its second year, the Women in Packaging program is more than an awards night – it is a growing movement to elevate visibility, foster inclusion, and champion excellence in packaging. For personal use only
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38 ORORA LIMITED ANNUAL REPORT 2025 Diversity, Equity, Inclusion and Belonging (DEI&B) Increasing gender diversity across the Group Increasing the number of women in leadership roles is a key measurable objective for achieving gender diversity across Orora, with a target of 30% new female hires. As at 30 June 2025, females represented 41%* of our senior leaders, a 1% increase from FY24.* We continue to focus on recruiting and developing female talent. This focus is pleasingly refl ected by a 36% hire rate for new female team members in FY25, well above our objective of 30% and a signifi cant increase from 28% in FY24.** We are committed to our ongoing focus on driving gender equality and pay parity, including leadership and development programs that support women to advance their careers and promote fl exible work policies. We also prioritise inclusive recruiting and selection processes, in the context of operating in an industry that traditionally attracts a higher proportion of male team members. Our Corporate Governance Statement contains further information on our objectives to drive increasing gender diversity across the Group. New Belonging Policy launched During FY25, the Group Diversity and Inclusion Policy was updated and renamed to the Belonging Policy. The key objective of the refreshed policy is to foster a culture of belonging across the Orora Group, where diversity is recognised as a competitive advantage, and our strong focus on equity and inclusion creates an environment where all our people feel welcomed, safe, and valued, underpinned by the Orora values of teamwork, passion, respect and integrity. The intent is to adopt a more outcome- based approach, focused on valuing diversity within our communities through localised action undertaken by sites and business units. DEI&B highlights throughout FY25 * Calculated at 30 June 2025 for the continuing operations of the Group – data does not include female senior leaders in the OPS business. ** Proportion of new female external hires over total Orora group external hires for FY25. An external hire is defi ned as anyone who has been employed by Orora in a permanent position, regardless of whether they have worked for Orora previously. Includes new female hires in OPS up until the discontinuation of the OPS business (12 December 2024) and includes Saverglass for the fi rst time in FY25. LAUNCH OF THE ‘I BELONG’ COUNCIL ACROSS ANZ Made up of and led by Orora team members from across ANZ sites, the Council will work to drive diversity, equity, inclusion and belonging initiatives. Council members will be rotated on an annual basis to ensure diversity of thought is maintained and opportunities to participate are available. The Council will collaborate with business unit working groups to help develop and prioritise the implementation of site-specifi c inclusion programs. EXPANDED ‘I BELONG CALL IT OUT’ PROGRAM After running successfully in FY23 and FY24, the ‘I Belong Call it Out’ program was adapted in FY25, facilitated by Orora Leaders for the fi rst time, rather than an external provider. This program runs across all ANZ Glass and Cans sites and is focused on empowering team members to confront inappropriate workplace behaviour. In FY26, the program will be introduced to the Group function. SAVERGLASS DISABILITY ACTION PLAN During the year, the Saverglass team continued to embed its 2024-2026 Disability Action Plan, which aims to integrate people living with disabilities into the business and provide appropriate support. This action plan is supported by a network of disability ambassadors whose role is to promote the inclusion of people with disabilities across the business and raise awareness among all employees about disability issues, and support actions aimed at ensuring accessibility and equal opportunities. For personal use only
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39 ORORA LIMITED ANNUAL REPORT 2025 Protecting Human Rights Orora is committed to upholding human rights and ethical practices throughout our operations and supply chain in accordance with our Human Rights Policy. We oppose all forms of modern slavery and work proactively to protect the rights and dignity of team members across all tiers of our business relationships. Our approach to modern slavery risk management is grounded in the Australian Modern Slavery Act 2018 (Cth) and aligns with the UN Guiding Principles on Business and Human Rights. As a reporting entity under the Act, Orora publishes an annual Modern Slavery Statement, which is available on our Orora Group website. This statement details Orora’s approach to modern slavery risk management and ongoing efforts to strengthen supply chain transparency and upholding human rights. Supply Chain Integrity In FY25, Orora conducted a targeted modern slavery risk assessment across its most material tier one suppliers to better understand and address human rights risks within its supply chain. The assessment found that while the overall risk profile was consistent with expectations for a global manufacturing business, elevated risks were present in certain geographies and sectors — particularly where raw materials are sourced. The findings are being used to guide prioritised supplier engagement, strengthen governance, and enhance transparency across Orora’s supply chain, as part of our commitment to responsible sourcing and continuous improvement in our modern slavery response. During the year, we also continued to strengthen our due diligence processes by expanding the implementation of our Supplier Assurance Framework (SAF) across the Group, delivering targeted education to both internal stakeholders and suppliers. We also focused on refining our human rights risk management practices to ensure Orora upholds integrity and accountability throughout its global supply chain. In addition, we reviewed and updated our Supplier Code of Conduct and Ethics Policy. The revised Policy more clearly articulates our expectations regarding modern slavery, labour rights, and responsible sourcing, and reflects a globally consistent approach to ethical supplier engagement, developed in consultation with stakeholders from across the Orora Group. For personal use only
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40 ORORA LIMITED ANNUAL REPORT 2025 Independent Limited Assurance Report to the Directors of Orora Limited KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are tradem arks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation. Independent Limited Assurance Report to the Directors of Orora Limited I Conclusion Based on the procedures we have performed and the evidence we obtained, nothing has come to our attention that causes us to believe that the Selected Sustainability Information has not been prepared by Orora Limited, in all material respects, in accordance with the criteria for the year ended 30 June 2025. I Selected Sustainability Information Orora Limited (Orora) engaged KPMG to perform a limited assurance engagement in relation to the Selected Sustainability Information, as presented in the Sustainability Chapter in the Orora Annual Report for the year ended 30 June 2025. This comprises the following material sustainability metrics: I Selected Sustainability Information FY25 Unit Climate Change Metrics Scope 1 GHG Emissions 427k ktCO2e Scope 2 GHG Emissions (Location- Based) 129k ktCO2e Scope 2 GHG Emissions (Market-Based) 179k ktCO2e Renewable Energy Percentage 79 % Global Glass Scope 1 and 2 greenhouse gas ratio emissions per tonne of packed glass produced 632 ratio Water Intensity: Production Ratio 1.1977 ratio Waste to Landfill Intensity: Production Ratio 0.0072 ratio Selected Sustainability Information FY25 Unit Circular Economy Metrics Circularity Metric for OPS 62 % Recycled Content in Aluminium Cans 78 % Recycled Content in Corrugated Board 54 % Recycled Content (cullet %) in manufactured glass products (Gawler) 59.5 % Global Glass: Recycled content (cullet %) for colour glass in beverage containers 44 % Community Metrics Recordable Case Frequency Rate (RCFR) 8.3 ratio Potential Serious Injury or Fatality incidents (SIF) 73 count Lost Time Injury Frequency Rate (LTIFR) 2.2 ratio Diversity – New Female External Hires 36 % I Criteria We assessed the Selected Sustainability Information against the Criteria. The Selected Sustainability Information needs to be read and understood together with the Criteria, being Orora’s management measurement methodologies, which aligns with industry standards including the World Resources Institute (WRI) and the World Business Council for Sustainable Development (WBCSD) GHG Protocol Corporate Accounting and Reporting Standard. A summary is provided in the data footnotes in the Annual Report (“the Criteria”). Basis for Conclusion I We conducted our work in accordance with Australian Standard on Assurance Engagements ASAE 3000 Assurance Engagements Other than Audits or Reviews of Historical Financial Information (ASAE 3000). We believe that the assurance evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. In accordance with ASAE 3000 we have: • used our professional judgement to plan and perform the engagement to obtain limited assurance that we are not aware of any material misstatements in the Selected Sustainability Information, whether due to fraud or error; • considered relevant internal controls when designing our assurance procedures, however we do not express a conclusion on their effectiveness; and • ensured that the engagement team possess the appropriate knowledge, skills and professional competencies. I Summary of Procedures Performed I Our limited assurance conclusion is based on the evidence obtained from performing the following procedures: • Interviews with senior management and relevant employees to understand the internal controls, governance structure and reporting process of the Selected Sustainability Information relevant to Orora Limited which includes: Global Glass (Saverglass and Gawler), Orora Cans and OPS; For personal use only
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41ORORA LIMITED ANNUAL REPORT 2025 ``` • Walkthroughs of key data sets and detailed analytical procedures in relation to the Selected Sustainability Information of Global Glass (Saverglass and Gawler), Orora Cans and OPS; • Assessment of operational control and reporting boundaries. This includes completeness enquiries over Saverglass metrics which have been consolidated into Orora Group disclosures; • Desk-top reviews of Australia, France, US, Canada, Mexico and NZ data, and interviews with site managers; • Recalculating datasets for percentage recycled content, emissions and waste metrics; • Review of OPS data until the date of divestment; • Analytical procedures over the Selected Sustainability Information; • Site visit to Orora cans facility in Dandenong (Australia); • Agreed the Selected Sustainability Information back to underlying sources. This included testing a sample of invoices for environment metrics, supplier attestations and shipping notices for circular economy metrics and head count and finance data for community metrics; • Assessment of emission factor sources and re-performed emission factor calculations; • Assessment of the suitability of the Criteria, including key assumptions; and • Reviewed the sustainability related pages in Orora Limited’s FY25 Annual Report to ensure they are consistent with our overall knowledge from the assurance engagement. I Inherent Limitations I Inherent limitations exist in all assurance engagements due to the selective testing of the information being examined. It is therefore possible that fraud, error or material misstatement in the Selected Sustainability Information may occur and not be detected. Non-financial data may be subject to more inherent limitations than financial data, given both its nature and the methods used for determining, calculating, and estimating such data. The precision of different measurement techniques may also vary. The absence of a significant body of established practice on which to draw to evaluate and measure non-financial information allows for different, but acceptable, evaluation and measurement techniques that can affect comparability between entities and over time. I The procedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than for a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed. Accordingly, we do not express a reasonable assurance conclusion. I Misstatements, including omissions, are considered material if, individually or in the aggregate, they could reasonably be expected to influence relevant decisions of the Directors of Orora. I Management’s Responsibility Our Responsibility I Management are responsible for: • determining that the Criteria are appropriate to meet their needs and the needs of the Directors of Orora; • preparing and presenting the Selected Sustainability Information in accordance with the Criteria; • establishing and maintaining systems, processes and internal controls that enable the preparation and presentation of the Selected Sustainability Information that is free from material misstatement, whether due to fraud or error. I I Our responsibility is to perform a limited assurance engagement in relation to the Selected Sustainability Information for the year ended 30 June 2025, and to issue an assurance report that includes our conclusion based on the procedures we have performed and evidence we have obtained. Our Independence and Quality Management We have complied with our independence and other relevant ethical requirements of the Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional and Ethical Standards Board and complied with the applicable requirements of Auditing Standard on Quality Management 1 to design, implement and operate a system of quality management. KPMG Sarah Newman Partner Melbourne 14 August 2025 For personal use only
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Corporate Governance Statement 42 ORORA LIMITED ANNUAL REPORT 2025 The Board is committed to achieving and demonstrating standards of corporate governance appropriate to the operations and size of the Company, and continuing to refine and improve Orora’s governance framework and practices to ensure they meet the interests of shareholders and other stakeholders. The Board of Directors of Orora Limited and its subsidiaries (Orora or the Company) believe good corporate governance: • is an integral part of the culture and business practices of the Company; and • will add to Orora’s performance to create shareholder value, while having regard to other stakeholders and an appropriate risk and return framework. The Board is committed to achieving and demonstrating standards of corporate governance appropriate to the operations and size of the Company, and continuing to refine and improve Orora’s governance framework and practices to ensure they meet the interests of shareholders, regulators and other stakeholders. The Board has adopted Charters and key corporate governance documents which articulate the policies and procedures followed by Orora. These documents, together with Orora’s 2025 Annual Report referred to in this Corporate Governance Statement, are available on Orora’s website at www.ororagroup.com under the Investors section. This Corporate Governance Statement summarises Orora’s main corporate governance practices for the reporting period, being the year that ended 30 June 2025, which comply with the Australian Securities Exchange (ASX) Corporate Governance Council’s Corporate Governance Principles and Recommendations 4th Edition (ASX Principles). This Statement is current as at 14 August 2025 and has been approved by the Board. The Board of Directors The Board The Directors of the Company as at the date of this Statement are set out below, all of whom (except Orora’s Managing Director and Chief Executive Officer (CEO), Brian Lowe), are independent Non-Executive Directors. Details of each Director’s tenure, experience, expertise and qualifications are set out in the Board of Directors section of the 2025 Annual Report and on Orora’s website. • Rob Sindel (Chair) • Brian Lowe (CEO) • Michael Fraser • Tom Gorman • Claude-Alain Tardy • Sarah Hofman • Jacqueline McArthur (appointed 1 April 2025) Abi Cleland retired as Non-Executive Director with effect from 30 September 2024. The Board periodically reviews its composition, and tenure and succession of the Directors, upon input and recommendation from the Nomination Committee. For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 43 Role of the Board The Board is responsible for the governance of the Company and is accountable to shareholders for guiding and monitoring the effective management and performance of the Company. The Board Charter, available on Orora’s website, sets out how the Board’s role, powers and responsibilities are exercised, having regard to principles of good corporate governance, market practice and applicable laws. The Board operates in accordance with the principles set out in its Board Charter, the Company’s Constitution, relevant laws and ASX listing rules. Responsibilities of the Board The Board’s responsibilities, as summarised in the Board Charter, include: • defining the Company’s purpose and approving and monitoring management’s development and implementation of the Group’s strategy, plans and core values of the Group; • setting the risk appetite within which the Board expects management to operate; • reviewing, approving and monitoring the Company’s risk policy and risk management systems (for both financial and non-financial risks), including internal compliance and control mechanisms; • overseeing the Company’s accounting and corporate reporting systems and disclosures; • approving the overall remuneration policy and remuneration of Non- Executive Directors, the CEO and senior management, including any incentive and/or equity plans; • overseeing, with recommendations from the Human Resources Committee, that the remuneration policy is aligned with the Company’s purpose, values, strategic objectives and risk appetite; • receiving information regarding material breaches of the Company’s Code of Conduct and Ethics, Anti-Bribery and Anti-Corruption Policy and reports of material incidents under the Whistleblower Policy; • determining the size, composition and structure of the Board, and the process for evaluating its performance; • approving and removing the CEO and Company Secretary, and approving and reviewing succession plans for the Non-Executive Directors, CEO and senior management; • satisfying itself that the Board reporting framework is appropriate and, where required, providing constructive feedback to challenge the CEO and senior management; • ensuring provision of adequate, accurate and timely information to the market of all material information and developments relating to the Company; • adopting appropriate procedures to ensure compliance with all laws, government regulations and accounting standards; • approving and monitoring the progress of operating budgets, major capital expenditure and capital management decisions; and • reviewing and, to the extent necessary, amending the Board and Committee Charters. Board composition and succession The Board is committed to ensuring that it is comprised of individuals who collectively have the appropriate skills and experience to develop and support the Board’s responsibilities and Company objectives. The Board’s composition is determined based on criteria set out in the Company’s Constitution and the Board Charter, including: • a majority of independent Non-Executive Directors and a Non-Executive Director as Chair; • the Board having an appropriate mix of skills, knowledge, experience, independence and diversity necessary to review and approve the strategic directions of the Company, and to guide and monitor management; and • re-election of Directors at least every three years (except for the CEO). For personal use only
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Corporate governance statement 44 ORORA LIMITED ANNUAL REPORT 2025 Board skills and experience The Board recognises the importance of having Directors with a broad range of skills, backgrounds, expertise, diversity and experience in order to facilitate constructive decision making and facilitate good governance processes and procedures. The Company has established a Board skills matrix relevant to the Company. A summary of the main skills and experience of the Board as applicable to its strategic objectives is set out in the skills matrix below. A regular assessment of the optimum mix of these skills and experience is conducted which takes into account the strategic positioning of the Company. The skills attributed to each Director recognise their experience acquired through previous executive or non-executive director roles. The Board has unfettered access to the Company’s senior management team and external consultants for required expertise. The Board considers that there are currently no significant gaps in the skill set that it seeks to have represented on the Board, and that the skills and experience of the Directors are relevant and appropriate to Orora. The Directors of the Company as at the date of this Statement have the following skills, classified as ‘General Familiarity’, ‘Sound Understanding’ or ‘Significant Experience’: Board skills matrix Number of Directors Customer and stakeholder engagement Skills Risk management Relevant industry experience Corporate governance and leadership Sustainability and environment Culture, people and remuneration Technology, transformation and innovation Financial acumen and capital management Workplace health and safety Strategic thinking 0 1 2 3 4 5 6 7 n General familiarity n Sound understanding n Significant experience For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 45 Board experience as at 30 June 2025 Relevant industry experience Board gender diversity Board tenure The Company aims to have a diverse skill set and an appropriate mix of gender, thought, age and cultural background represented on the Board. Further details of the Company’s diversity objectives and Belonging Policy are set out in the Sustainability section of the 2025 Annual Report. The relevant industry experience, gender diversity and tenure of the Board are shown in the charts on this page. Directors’ independence The Board has adopted specific principles in relation to Non-Executive Directors’ independence as set out in the Board Charter. The Board Charter states that: • the Board shall consist of a majority of Non-Executive Directors who are considered by the Board to be independent; • Directors must immediately disclose to the Company Secretary and the Chair any information, facts or circumstances of which they become aware, which may affect their independence; and • in the absence of special circumstances, the tenure for Non-Executive Directors should be limited to a maximum of 10 years, to ensure Directors remain demonstrably independent, with a view to best represent the interests of shareholders. The Board undertakes an annual review of the extent to which each Non-Executive Director is independent, having regard to the relationships affecting the independent status of a Director as described in the ASX Principles and any other matters the Board considers relevant. Where the Board determines a Director is no longer independent, an announcement will be made to the market. As at the date of this Statement, with the exception of the CEO, the Board considers that each Non-Executive Director is independent. Conflicts of interest Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with their duties to the Company. The Board has developed procedures to assist Directors to disclose potential conflicts of interest and, each year, all Non-Executive Directors complete independence declarations. Where the Board believes that a significant conflict exists for a Director on a Board matter, the Director concerned does not receive the relevant Board papers and is not present at the meeting whilst the item is considered. The Chair The Board Charter provides that the Chair should be an independent Director and should not be the CEO. The Chair, Rob Sindel, is considered by the Board to be independent and his role is separate to that of the CEO. The Chair’s role and responsibilities are outlined in the Board Charter and include: • leadership of the Board and assisting the Board to work effectively and discharge its responsibilities, and encouraging and facilitating a culture of openness and debate between Directors to foster a high-performing and collegiate team; • maintaining effective communication and promoting constructive and respectful relationships between the Board and management; • chairing general meetings of the Company; • setting the agenda for each Board meeting in consultation with the CEO and Company Secretary; and • representing the Board in communications with shareholders and other key stakeholders. The Chair has acknowledged that the role will require a significant time commitment and has confirmed that other positions will not hinder the effective performance of the role of Chair. 71%29%Sound orsignificantindustryexperience Generalfamiliarity 71%29% Male Female 57%43%0–5years 5–10years For personal use only
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Corporate governance statement 46 ORORA LIMITED ANNUAL REPORT 2025 The Company Secretary Ann Stubbings is the Company Secretary and was appointed in 2013. Susannah Jobling Hodgens was appointed as Additional Company Secretary in 2024. Details of the Company Secretaries' skills, experienceand expertise are set out on pages 59 and 61 of this Annual Report. The role of the Company Secretaries are set out in the Board Charter. The Company Secretary is accountable to the Board, through the Chair, on all matters to do with the proper functioning of the Board and its Committees. The appointment or removal of a Company Secretary is a matter for the Board as a whole. Each Director is entitled to access the advice and services of the Company Secretaries. Checks and information on Directors Before appointing or proposing a person for election as a Director, Orora conducts all appropriate background checks, including reference checks and criminal and bankruptcy record checks. Prior to a Director’s election or re-election by shareholders, the Board provides shareholders with all material information known to Orora which is relevant to the decision of shareholders to elect or re-elect the Director, in order to assist their decision-making process. This information is contained in the notice of meeting of the Annual General Meeting (AGM) at which the Director’s appointment will be considered by shareholders. A candidate for election or re-election as a Non-Executive Director will be required to provide the Board or Nomination Committee with all material information and an acknowledgement that they will have sufficient time to fulfil their responsibilities as a Director. Agreements with Directors Non-Executive Directors are appointed pursuant to a formal letter and a deed of appointment, which set out the key terms relevant to the appointment, including the term of appointment, the responsibilities and expectations of Directors in relation to attendance and preparation for all Board meetings, appointments to other boards, the procedures for dealing with conflicts of interest, and the availability of independent professional advice. Non-Executive Directors are expected to spend a reasonable amount of time each year preparing for and attending Board and Committee meetings and associated activities. Other commitments of Non-Executive Directors are considered by the Nomination Committee prior to appointment to the Board and are reviewed each year as part of the annual Board performance assessment. Director induction and development Orora has in place a formal process to educate new Directors about the operation of the Board and its Committees, the Company’s purpose, values, strategy, any financial, strategic, operational and risk management issues, and the expectations of performance of Directors. This induction program includes providing new Directors with access to previous Board and Committee meeting minutes, Orora’s policies and the strategic plan, and facilitating meetings with senior executives. Directors visit Orora sites on an ongoing basis, and meet with management to gain a better understanding of business operations, safety and culture across Orora. These visits are conducted either as a full Board, or Board Committee, or with individual Directors. Directors are also given access to continuing education opportunities to update and enhance their skills and knowledge. Performance evaluation The Board undertakes a performance evaluation to review its performance and that of its Committees (including the performance of the Chair and Committee Chairs), last conducted in January 2025. The Chair reports to the Board regarding the performance evaluation process, having regard to the ASX Principles and the findings of these reviews. The evaluation may involve surveys by the Directors and the Board, the assistance of external facilitators and consideration of the degree to which each Non-Executive Director has demonstrated the skills relevant to the position of Non-Executive Director or Chair, as applicable. The 2025 evaluation concluded that the composition of the Company’s Non-Executive Directors is appropriate having regard to the skill set, expertise and experience required for a company of Orora’s size and geographic spread. The evaluation further concluded that the Company’s Committee structure is effective and is well-led by appropriately experienced and skilled Directors. Independent professional advice and access to information Each Director has the right to access all relevant Company information and senior executives and, subject to prior consultation with and approval from the Chair, may seek independent professional advice from an advisor suitably qualified in the relevant field at the Company’s expense. A copy of advice received by the Director will be made available for all other Directors. For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 47 Senior management Delegations to management Day-to-day management of Orora is formally delegated to the CEO, supported by senior management, in accordance with the Board Charter and the Company’s Delegated Authority Policy, a summary of which is available on Orora’s website. These delegations are reviewed on a regular basis to ensure that the division of functions remains appropriate to the needs of the Company. Senior executive appointments and agreements The Company conducts all appropriate background checks on prospective senior executives, including reference checks and criminal and bankruptcy record checks. The Company also has a written agreement in place with the CEO and each senior executive, setting out the terms and conditions of their employment and the obligations they are required to fulfil in their role. Each candidate is required to accept all terms and obligations as a condition of their employment. The key terms of the CEO’s and Chief Financial Officer’s (CFO) employment contracts are set out in the Remuneration Report in the 2025 Annual Report. Senior executive induction and performance evaluation The Company has an established process for the induction of new senior executives, which enables them to gain an understanding of the Company’s purpose, values, strategy, financial position, operations and risk management policies. The performance of senior executives is reviewed on an ongoing basis, and a formal performance evaluation takes place every six months in accordance with the Company’s established evaluation process. Senior executives and the CEO are assessed against measurable short- and long-term objectives which are aligned with the Company’s business strategy and operating plan, as well as how they have demonstrated behaviours that are consistent with Orora’s values. The CEO performs the evaluations of the other senior executives. An evaluation of senior executives was last undertaken in July/August 2025. The outcomes of these assessments are reported to the Board. The Board is responsible for approving the objectives of the CEO and conducting a formal annual evaluation of the performance of the CEO, including an assessment against these objectives and the demonstration of behaviour consistent with Orora’s values. The outcome of the performance evaluation of the senior executives and the CEO then contribute to the determination of the senior executives’ and CEO’s remuneration. The Company’s Senior Executive Reward and Evaluation Policy is published on Orora’s website. Further information relating to the performance evaluation of applicable senior executives can also be found in the Remuneration Report in the 2025 Annual Report. Board Committees To increase its effectiveness, the Board has established the following standing Board Committees: • Audit, Risk & Compliance • Executive • Human Resources • Nomination • Safety, Sustainability & Environment The members of these Committees as at the date of this Statement are set out in the table below. Profiles of each member/Director, including their tenure, relevant experience and qualifications, are set out in the Board of Directors section of the 2025 Annual Report and on the Company’s website. The Company Secretaries are the Secretaries of each Committee. Each Committee has a Charter which includes a more detailed description of its role, responsibilities and specific composition requirements. The Charters are available on Orora’s website. The Board may establish other Committees from time to time to deal with matters of special importance. All Directors are welcome to attend Committee meetings even though they may not be a member. The Committees have access to senior executives and management, and independent advisors. Committee agendas and papers are available to all Directors before the meetings. Copies of the minutes of each Committee meeting are made available to the full Board, and the Chair of each Committee provides an update on the outcomes at the Board meeting that immediately follows the Committee meeting. Board Committees Directors Board Audit, Risk & Compliance Committee Executive Committee Human Resources Committee Nomination Committee* Safety, Sustainability & Environment Committee Rob Sindel n n n n Brian Lowe n n Tom Gorman n n n Sarah Hofman n n n n Michael Fraser n n n n Claude-Alain Tardy n n n Jacqueline McArthur n n n Chair n Member * All Nomination Committee matters were dealt with by the full Board during the financial year. For personal use only
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Corporate governance statement 48 ORORA LIMITED ANNUAL REPORT 2025 Audit, Risk & Compliance Committee The Audit, Risk & Compliance Committee Charter provides that all members of the Committee must be Non-Executive Directors, the majority of whom are independent. The Chair must be independent and cannot be the Chair of the Board. At least one member of the Committee must be a qualified accountant or other finance professional with relevant experience of financial and accounting matters. Current members, including the Chair of the Committee, are shown in this Statement and in the Board of Directors section of the 2025 Annual Report. The Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and financial reporting of the Company, the Company’s compliance with legal and regulatory requirements and operations, effectiveness of the enterprise risk framework, including monitoring risk parameters of the Company, the Company’s systems of internal control and its risk management framework (for financial and non-financial risks), including elevated, new or emerging risks, and such other duties as directed by the Board. The Committee Charter provides that the Committee has the authority and resources necessary to discharge its duties and responsibilities, including meeting with the internal and/or external auditors without management present. The Committee approves the appointment, or dismissal, of the head of the Company’s internal audit function. The head of the internal audit function provides regular reports directly to the Committee. The Committee is responsible for the appointment, compensation, retention and oversight of the external auditor, including its independence, and review of any non-audit services provided by the external auditor. The Committee’s policy is to review the performance of the external auditor regularly regarding quality, costs and independence. In discharging its role, the Committee is empowered to investigate any matter brought to its attention. The Company’s current external auditor is KPMG. The internal and external auditors, the CEO and the CFO are invited to the Committee meetings at the discretion of the Committee Chair. The Committee is required under its Charter to meet at least quarterly and otherwise as necessary. Executive Committee The Executive Committee deals with matters referred to it by the Board or with urgent matters that may not be deferred until the next meeting of the Board. A majority of the Committee members must be independent. Current members, including the Chair of the Committee, are shown in this Statement and in the Board of Directors section of the 2025 Annual Report. Human Resources Committee The Human Resources Committee assists the Board in fulfilling its responsibilities to shareholders and regulators in relation to the Company’s people and culture policies and practices, including overseeing CEO and senior executive remuneration and performance. All members of the Committee are required to be Non-Executive and independent Directors. The Chair is an independent Director. The Committee reviews the remuneration of the CEO and other senior executives, taking advice from external advisors where appropriate. No individual is directly involved in deciding their own remuneration. Current members of the Committee, including the Chair, are shown in this Statement and in the Board of Directors section of the 2025 Annual Report. The CEO is not a member of this Committee, but attends meetings by invitation, other than for matters relating to his own remuneration. The Committee meets at least quarterly and as otherwise required. Nomination Committee The Nomination Committee oversees the nomination and succession planning processes for Directors, and reviewing or making recommendations to the Board on matters which the Committee considers necessary, or are requested by the Board. When a vacancy in the position of Non- Executive Director exists or there is a need for particular skills, the Committee, in consultation with the Board, determines the selection criteria based on the skills deemed necessary, having regard to the skills and experience of the Board as referred to in the Board skills matrix. The Committee identifies potential candidates, with advice from an external third party where appropriate. The Board then appoints the most suitable candidate. Board appointees must stand for election at the next AGM of shareholders following their appointment. The Committee also makes recommendations to the Board and oversees implementation of the procedure for evaluating the performance of the Board, the Board Committees and each Non-Executive Director, and also oversees and makes recommendations to the Board in respect of any ongoing training requirements for Directors. The Committee comprises three independent Non-Executive Directors, and the Chair of the Board is the Chair of the Committee. Current members of the Committee are shown in this Statement and in the Board of Directors section of the 2025 Annual Report. Committee members are not involved in making recommendations to the Board in respect of themselves. All Committee matters were dealt with by the full Committee during the reporting period. Safety, Sustainability & Environment Committee The Safety, Sustainability and Environment Committee provides advice and assistance to the Board, and reviews and recommends to the Board appropriate safety and sustainability goals and objectives, and monitors the decisions and actions of management. This includes upholding the Company’s commitment as a signatory to the United Nations Global Compact (UNGC). All members of the Committee are required to be Non-Executive and independent Directors. Current members of the Committee, including the Chair, are shown in this Statement and in the Board of Directors section of the 2025 Annual Report. The Committee meets at least quarterly and as otherwise required. For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 49 Attendance at Board and Committee meetings during the reporting period Details of Director attendance at Board and Committee meetings held during the financial year are provided in the Directors’ Report. Sustainability Orora’s sustainability approach is framed by its obligations as a signatory to the UNGC, matters of utmost importance to key stakeholders and legal requirements. The pillars that form Orora’s sustainability program are Circular Economy, Climate Change and Community. The Sustainability section of the 2025 Annual Report explains Orora’s sustainability governance and reporting, how business-wide processes support Orora’s sustainability objectives, how the most important sustainability issues are managed, and the progress made during FY25. The Principal Risks section of the 2025 Annual Report lists Orora’s current strategic risks, including exposure to social and environmental risks, and outlines strategies to respond to identified exposures. Acting ethically and responsibly Orora recognises the importance of honesty, integrity and fairness in conducting its business, and is committed to increasing shareholder value in conjunction with fulfilling its responsibilities as a good corporate citizen. All Directors, managers and team members are expected to act lawfully and with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the Company. Orora continually assesses and updates its policies and procedures to ensure compliance with corporate governance requirements. Code of Conduct and Ethics, Anti-Bribery and Anti-Corruption and Whistleblower policies and procedures Orora’s Code of Conduct and Ethics Policy (Code) and values set the standards we expect of our people. Further information on Orora’s values can be found in the 2025 Annual Report and represent Orora’s commitment to act ethically, lawfully and responsibly. The Code is available on Orora's website. The Code emphasises a strong culture of integrity and ethical conduct in association with independent Anti-Bribery and Anti-Corruption and Whistleblower policies. These policies cover expectations on a broad range of issues, including environmental management, health and safety, human rights, community engagement, political donations and participation, use of information and its security, market disclosure, fraud, bribery, corruption and the avoidance of conflicts of interest. Team members and other third parties (including suppliers) can report reasonably suspected misconduct or an improper state of affairs or circumstances within the Company, including unethical/illegal behaviour, coercion, harassment or discrimination, fraud or corrupt practices, or workplace safety or environmental hazards through eligible recipients noted in the Company’s Whistleblower Policy, including anonymously through an independent third-party integrity reporting service. The Whistleblower Policy emphasises that Orora will not tolerate anyone being discouraged from speaking up or being adversely affected because they have reported misconduct in accordance with the policy. These policies are available on Orora’s website. Material breaches of the Code or the Anti-Bribery and Anti-Corruption Policy, and reports of material incidents under the Whistleblower Policy, are reported to the Board through the Audit, Risk & Compliance Committee, or the Human Resources Committee, and the program is periodically reviewed for its effectiveness and promoted to team members across Orora. The Company’s Supplier Code of Conduct and Ethics Policy (Supplier Code) sets out the expectations of Orora’s suppliers and applies to all suppliers, including all organisations and sub-contractors providing goods and services to Orora, globally. The Supplier Code is available on Orora’s website. Trading in Company securities Orora has a Share Trading Policy that outlines insider trading laws and prohibits Directors, team members and certain associates from trading in Orora’s securities during specified ‘blackout periods’. The blackout periods are (1) the period from the close of trading on 31 December each year until after the announcement to the ASX of the Company’s half-year results, (2) the period from the close of trading on 30 June each year until after the announcement of the Company’s full-year results, and (3) any other period that the Board specifies from time to time. Trading of securities during a blackout period can only occur in exceptional circumstances and with the approval of the Company Secretary or, in some circumstances, the Chair. The Directors and executive team are required to certify their compliance with the Share Trading Policy at the end of each financial year. This policy prohibits Directors, team members and certain associates from engaging in hedging arrangements over unvested securities issued pursuant to any employee option or share plans and certain vested securities that are subject to the Minimum Shareholding Policy. The Share Trading Policy meets the requirements of the ASX Listing Rules on trading policies and is available on Orora’s website. Other policies The Company has a number of other governance policies which outline expected standards of behaviour of Directors and team members, which are available on Orora’s website. Human rights due diligence Orora is committed to our people, and the protection of human rights. All forms of slavery in our operations and the operations of our suppliers are opposed. Orora’s human rights commitments, due diligence and initiatives can be found in the Sustainability section of the 2025 Annual Report, in our Modern Slavery Statement and on Orora’s website under the Sustainability section. Compliance training Orora has a compliance training program in place which is completed by team members. This program supports the principles set out in the Code and other applicable policies. Orora also has a comprehensive competition/anti-trust compliance training program. There are also numerous activities and compliance programs across the Company designed to promote and encourage the responsibility and accountability of individuals for reporting inappropriate or unethical practices. For personal use only
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Corporate governance statement 50 ORORA LIMITED ANNUAL REPORT 2025 (1) Orora has defined ‘senior leadership’ as those roles which report to the CEO (CEO1), those who report to CEO1 (CEO2) and those who report to CEO2 (CEO3). (2) Calculated as at 30 June 2025 across the ongoing operations of the Orora Group (i.e., this does not include senior leaders from the OPS business, which was divested in December 2024). Diversity, Equity Inclusion & Belonging Orora’s major centres of operation, in Australia, New Zealand, Europe and North America, are in some of the most demographically diverse countries. Orora is committed to fostering a culture of belonging where all people, regardless of their differences, feel welcome, safe and valued. We believe that bringing together people with different backgrounds and ways of thinking is a powerful source of competitive advantage and drives better decision making, innovation and growth. Orora’s Belonging Policy, available on Orora’s website, embraces and celebrates the unique qualities of every team member, outlining Orora's commitment to promoting equity and inclusion. We recognise that the diverse perspectives of our team members are a valuable asset, and we are dedicated to fostering an environment where all team members can contribute to our success. Each year Orora reports Gender Equality Indicators in accordance with the Workplace Gender Equality Act 2012 (Cth). Our 2025 submission can be viewed at the website of the Workplace Gender Equality Agency. Orora’s female workforce participation of 23% underscores our strong commitment to hiring and developing female talent. During the reporting period, the proportion of Orora’s workforce currently represented by women in senior leadership1 roles is 41%2. Further information relating to Orora’s Diversity, Equity, Inclusion and Belonging focus and initiatives is included in the Sustainability section of the 2025 Annual Report. Measurable objectives and progress Measurable objectives for diversity, equity and inclusion in the composition of the Board, senior executives and workforce generally, monitors progress towards achieving them. The measurable objectives for FY25 remain unchanged. The FY25 progress towards achieving these objectives is outlined on this page. Orora will also progressively add more diversity, equity and inclusion goals as part of its redefined sustainability program. Gender representation of senior leadership Gender representation of total workforce FY25 measurable objectives approved by the Board FY25 measurable objective Progress (as at 30 June 2025) Maintaining not less than 30% of each gender in the composition of Orora’s Board 29% female and 71% male Directors. Ensuring that Orora continues to employ greater than 30% female of all external new hires 36% (281 females were recruited into Orora in the past 12 months). This includes 70 new females hired in the OPS business up to the discontinuation date of 12 December 2024. Ensuring that Orora identifies and attracts female talent for Board and senior management vacancies Orora continues to ensure that female talent is included in talent and succession planning for Board and senior leadership positions, while remaining focused on merit-based appointments to these roles. There has been an increase in female representation in senior leadership roles from 40% to 41% in FY25. 59%41%Female Male 67% 23% Male Female For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 51 Remuneration Details of Orora’s remuneration policies, practices and performance reviews and outcomes, and the remuneration paid to Directors (Executive and Non-Executive) and key management personnel are set out in the Remuneration Report section of the 2025 Annual Report. Non-Executive Directors receive no incentive payments and there are no retirement benefit schemes in place. Shareholders will be invited to consider and adopt the Remuneration Report at the 2025 Annual General Meeting. Risk management and assurance The Company understands and recognises that rigorous risk and opportunity management is essential for corporate stability and for sustaining its competitive market position and long-term performance. Risk management The Board is responsible for overseeing the risk management framework, internal controls and systems for monitoring legal and ethical compliance. The Board sets the risk appetite and considers Orora’s risk profile on a regular basis to ensure it supports the achievement of Orora’s strategic and business goals. The Principal Risks section of the 2025 Annual Report lists the current strategic risks, including Orora’s exposure to social and environmental risks, and outlines our strategies to respond to identified exposures. Orora’s approach to managing the sustainability aspects of strategic and operational risks is set out in further detail in the Sustainability section of the 2025 Annual Report. The Company has implemented an enterprise risk management (ERM) framework that incorporates the principles of effective risk management, as set out in the Global Risk Management Standard ISO 31000. The ERM seeks to apply risk management across the entire organisation so that all material risks (both financial and non-financial) can be identified, assessed and managed. The Audit, Risk & Compliance Committee reviews the Company’s risk management framework on a regular basis to ensure that it continues to be sound. The framework is in the process of being reviewed. It remains fit for purpose and will be reviewed on an ongoing basis for continuous improvement opportunities. Several layers assist the Board in ensuring the appropriate focus is placed on the risk management framework: • Audit, Risk & Compliance Committee — provides assistance and advice to the Board in fulfilling its responsibility relating to the Company’s financial reporting, internal control structure, risk management systems, including the risk management framework, and the internal and external audit functions. • Safety, Sustainability & Environment Committee — provides assistance and advice to the Board on the management of the Company’s safety, sustainability and environment goals, objectives, legal responsibilities and monitoring the decisions and actions of management in upholding the Company’s commitment as a signatory to the UNGC and achieving the Company’s goal to be a sustainable organisation. • Human Resources Committee — provides assistance and advice to the Board on the Company’s people, culture and remuneration policies and practices as well as the Company’s involvement in the communities in which it operates. • Executive Team — senior executives have responsibility for driving and supporting risk management across the Orora Group. Each business group within the Group then has responsibility for implementing this approach and adapting it, as appropriate, to its own circumstances. Orora’s Disclosure Committee has responsibility for assessing any potential material risk to Orora in light of its continual disclosure obligations, and any consequent need for market disclosure. Assurance The Board is responsible for oversight of the effectiveness of the Company’s internal control environment, with input and recommendation from the Audit, Risk & Compliance Committee. The Board’s policies on internal control governance are comprehensive, as noted earlier in this Statement, and include clearly drawn lines of accountability and delegation of authority, as well as adherence to the Code. In order to effectively discharge these responsibilities, the Company has a number of assurance activities (including internal and external audit) to independently review the control environment and provide regular reports to the Board, the Audit, Risk & Compliance Committee and management committees. These reports and associated recommendations are considered and acted upon to maintain or strengthen the control environment. Financial reporting The Audit, Risk & Compliance Committee assists the Board in fulfilling its responsibilities in overseeing Orora’s processes which ensure the quality and integrity of financial statements and reporting, compliance with legal and regulatory requirements, and reviewing material changes in accounting or reporting requirements, as well as assessing subsequent effects on Orora’s policies and practices. Before approving the financial statements for each half year and full year, the Board receives a declaration from the CEO and CFO stating that: • in their opinion, the Company’s financial records have been properly maintained and that they comply with the relevant accounting standards and give a true and fair view in all material respects of the Company’s financial position and performance; and • the opinion has been formed based on a sound system of risk management and internal control which is operating effectively. For personal use only
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Corporate governance statement 52 ORORA LIMITED ANNUAL REPORT 2025 Verification of corporate reports The Company completes a documented internal verification process of corporate reports that the Company releases to the market, including those that are not audited or reviewed by the external auditor. The Company’s annual and half-year financial statements are underpinned by a Group-wide certification process where each executive and chief financial officer for each business responds to set questionnaires and signs a certification. This process provides verification and approval for the CEO and CFO to then provide a signed representation letter to the external auditor and a signed declaration to the Board that supports that the accounts provide a true and fair view, that there is integrity in the statements, and that the financial statements comply with the Corporations Act 2001 (Cth) (Corporations Act) and relevant accounting standards. The CEO and CFO are both present for Board discussions relating to financial statements, and the Audit, Risk & Compliance Committee has private sessions with the external auditor to discuss any issues or concerns without management before recommending the Board approves the release of financial statements to the market. The certification process is reviewed annually having regard to any changes in the Corporations Act, accounting standards or governance practices. For other types of unaudited periodic corporate reports (including the annual Modern Slavery Statement and this Statement), the Company conducts an internal review and verification process to ensure that such reports are materially accurate and balanced, and to provide investors with appropriate information before approval by the Board and release to the market. External advice is obtained as required. Engagement with shareholders and other stakeholders Orora has a number of stakeholders including shareholders, employees, customers, suppliers and local communities. The Board identifies and prioritises Orora’s key stakeholders, develops a strategy for engagement with stakeholders and supports management to engage with key stakeholders to understand, consider and respond to issues. Orora is committed to keeping the market informed in a timely manner and complying with its continuous disclosure obligations (as set out below). Continuous disclosure and communications Orora’s Market Disclosure and Communications Policy is available on Orora’s website and details the Company’s procedures to ensure compliance with applicable legal and regulatory requirements under the Corporations Act and the ASX Listing Rules. The policy is approved by the Board and is reviewed regularly to ensure compliance with the ASX Listing Rules and guidance on continuous disclosure. It applies to all Directors and Orora team members. Its purpose is to ensure: • Compliance with legal obligations to identify and keep the market fully informed of material information. • That access to this material information is protected and controlled until such material information is announced to the market. • Orora meets its disclosure obligations. • That investors are provided with equal and timely access to material information. Orora’s Disclosure Committee meets as required, and often on very short notice, to ensure compliance with the Company's disclosure obligations. The CEO approves disclosures before they are released. The Board approves all disclosures that are significant and Directors receive a copy of all ASX disclosures promptly following release. The Company Secretaries are responsible for communications with the ASX. Shareholder engagement Orora is committed to providing shareholders and other financial market participants with consistent and transparent corporate reporting, as well as timely and accurate disclosures. Shareholders and other stakeholders are informed of all material matters affecting the Company through ASX announcements, periodic communications and a range of forums and publications, available on the Company’s website. Other shareholder engagement activities include: • Encouraging shareholders to participate in general meetings including the AGM, by attending, exercising voting rights and asking questions of the Board. Orora conducts all voting at general meetings by a poll, ensuring that voting outcomes reflect the proportionate holdings of all shareholders who vote (whether in person or by proxy or other representative). The Company’s external auditor attends the AGM and is available to answer questions from shareholders on the conduct of the audit. • Participating in Orora’s investor relations program, which includes investor roadshows and ad-hoc investor meetings and conference calls with institutional investors, private investors and sell-side analysts. • Engagement with proxy advisors, investor representative organisations and the Australian Shareholders Association. • Providing through the Company’s website up-to-date information about the Company and its operations, the Corporate Governance Framework, the Board and management, ASX announcements, the share price, dividend distributions and other relevant information. Information about Orora is also communicated through a range of other channels, such as LinkedIn. • Giving shareholders the option to receive communications from, and send communications to, Orora and its share registry electronically. • New and substantive investor and analyst presentations are released on the ASX Market Announcements Platform ahead of the presentation. For personal use only
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Principal Risks ORORA LIMITED ANNUAL REPORT 2025 53 Orora actively manages a range of principal risks and uncertainties with the potential to have a material impact on the Orora Group and its ability to achieve its strategic and business objectives. Orora continuously monitors and re-assesses our principal risks to ensure they remain relevant following any changes in our internal and external environment. Orora’s principal risks are outlined below in no particular order. Area of Materiality Risk Mitigation and Monitoring Strategies Workplace safety and health Workplace safety and health events may have the potential to adversely affect Orora’s team members and operations. Orora’s commitment to keeping people safe and healthy is paramount and is a core value. Orora’s senior leadership team and Board are focused on enhancing Orora's safety culture and performance, and regularly review safety performance and improvement strategies and activities across the business, including mandatory training across all sites. Business interruption and disruption Orora operates numerous sites across several countries. Circumstances such as natural disaster, political tensions, pandemic, cyber breaches, operational failure or industrial disruption may occur, which may preclude key sites from operating. In these circumstances, operational and financial performance may be negatively impacted. Business continuity, disaster planning and cyber controls are periodically assessed and tested using realistic scenarios. Key programs of work are also in place to be able to monitor and enhance the effectiveness of security capabilities as the threat landscape continues to evolve. Orora also engages in continuous identification, review and mitigation of property risks, as well as independent loss prevention audits, and has a suitable insurance program in place. Regular reporting on these key risks and control metrics is provided to the Board, Executive and Management. Tariffs and other trade barriers The implementation of tariffs and other trade restrictions in key markets poses risks to our operations, potentially disrupting customer demand, supply chain efficiency, logistics networks, and pricing structures. These trade policy changes may create cascading effects that can amplify broader economic risks, including inflationary pressures and market downturns, making the overall impact difficult to predict and manage. Given the dynamic and evolving nature of trade policy, Orora maintains close collaboration with customers to assess potential implications and develop adaptive strategies that minimise operational and financial exposure to these disruptions. Economic conditions Orora is susceptible to major changes in macro-economic conditions globally or in a single country, region or market. Sudden and/or prolonged deterioration in the economy may impact the value chain or industries on which Orora is dependent and could have a material negative impact on operational and financial performance. Orora seeks to mitigate the severity of impact that deterioration in macro-economic conditions may have by: • operating businesses that have a broad spread of geographic locations, raw material inputs and customers servicing several end-markets • deploying an operating model that focuses on continually improving the value proposition to ensure relevance to the end consumer preferences and current economic climate • creating and maintaining a high-performance culture • remaining disciplined in cash and cost management • continuing to invest in manufacturing capabilities and innovation to improve cost positions. Competition Orora operates in highly competitive markets with varying barriers to entry, industry structures and competitor motivational patterns. The actions of established, new or potential competitors may have a negative impact on financial performance. Orora is well placed to leverage both its regional experience and insight, and its international footprint and scale, to deliver new ideas and value propositions to customers to gain competitive advantage. Orora has strong engagement and builds relationships with its customers, continuously focusing on quality and innovation using technology. For personal use only
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Principal risks 54 ORORA LIMITED ANNUAL REPORT 2025 Area of Materiality Risk Mitigation and Monitoring Strategies Supply chain Disruption to Orora’s supply chain caused by an interruption to the availability of key components, raw materials, energy supply, or cost-effective transportation may adversely impact delivery timelines for capex projects, sales and/or customer relations, resulting in unexpected delays or increased costs. Orora’s businesses are sensitive to input price risks, specifically energy and other commodities, in various forms and with varying degrees of impact. Although Orora seeks to mitigate these risks through various input pricing strategies and pass-through mechanisms, there is no guarantee that Orora will be able to manage all future energy and commodity price movements. Failure to do so may adversely affect Orora’s operations and financial performance. Orora’s approach to supply chain risk management is multi-faceted and includes: • implementing a multi-sourcing strategy for the supply of raw materials • customer contracts that provide for regular and timely pass-through of movements in raw material input costs • input pricing strategies including active monitoring of input prices • supplier due diligence and risk management including a supplier assurance framework and code of conduct • a focus on innovation in sustainable energy sourcing and pricing including entering long-term renewable energy power purchase agreements • analysis and use of alternative solutions if supply chain is disrupted. Talent Orora’s operating and financial performance is largely dependent on its ability to attract and retain talent and, in particular, key personnel. Any loss of key personnel could adversely affect operating and financial performance. Orora’s strategic Human Resources (HR) priorities aim to create an inclusive culture that optimises diversity of background and thought, by attracting and retaining the best talent in the market. Orora continues to invest in a high-performance culture, is encouraged by setting challenging objectives and rewarding high performers, while succession planning is undertaken to develop leadership talent. Orora believes this strategic approach to HR management provides a tangible source of competitive advantage. Remuneration is competitive in the relevant employment markets to attract, motivate and retain talent, and is aligned with business outcomes that deliver value to shareholders. Technology The pace of technology change presents operational and strategic risks, particularly through system obsolescence and end-of-life transitions that could disrupt business processes, increase maintenance costs, and amplify cyber security concerns. Concurrently, the emergence of transformative technologies such as automation and artificial intelligence creates both competitive pressures and implementation challenges, potentially rendering existing capabilities outdated while demanding investment in new systems and workforce capabilities. Orora proactively monitors technology lifecycles and emerging developments to ensure timely system upgrades and strategic technology adoption, working closely with vendors and industry partners to minimise disruption and capitalise on technological opportunities that enhance operational effectiveness and competitive positioning. Environmental, Social and Governance (ESG) Environmental, social and governance (ESG) risks present both tangible and intangible challenges that could materially affect Orora's operational license to operate, asset values and business productivity. Extreme weather events driven by climate change pose direct operational threats to Orora's business activities and key customer markets, potentially compromising future profitability and long-term business viability. The evolving climate landscape introduces systemic risks through: • Shifting market dynamics and competitive pressures • Evolving regulatory frameworks and compliance requirements • Technological disruption and innovation demands • Changing customer expectations and preferences These transition factors collectively represent potential threats to Orora's future financial performance and strategic positioning. Orora manages ESG risks through its Our Promise to the Future sustainability program, operating across three pillars: Circular Economy, Climate Change, and Community. The Company has established greenhouse gas reduction commitments informed by TCFD analysis of climate-related risks and opportunities. ESG risks are continuously assessed and overseen by the Board, Safety, Sustainability & Environment Committee, and Executive Leadership Team. Detailed ESG goals, initiatives and progress are available in this Annual Report's Sustainability section and on the Company website. Orora addresses human rights and modern slavery risks through its Supplier Assurance Framework across operations and supply chains, with full details in the Company's Modern Slavery Statement available online. The Company maintains operational resilience through geographic and customer diversification across multiple end markets, while continuously reviewing expenditure plans to mitigate ESG risks. For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 55 Area of Materiality Risk Mitigation and Monitoring Strategies Environmental, Social and Governance (ESG) (continued) Orora faces exposure to human rights violations and modern slavery practices across two critical areas: • Direct operational activities within company-controlled facilities • Extended supply chain relationships and third-party partnerships These social risks require ongoing vigilance and proactive management to protect both stakeholders and corporate reputation. Customers and consumer preferences Orora has strong relationships with key customers for the supply of packaging and Point of Purchase products and related services. These relationships are critical to Orora’s success. The loss of a key customer, or a significant quality issue, could have a negative impact on financial performance. Changes in consumer preferences may result in some of Orora’s existing product range becoming obsolete or new products not meeting sales and margin expectations. Consumer preferences may be influenced by regulation change and environmental risk, including climate risk (both of these risks are separately listed in this Principal Risks section). The key to mitigating customer risk is Orora’s commitment to being the industry-leading customer-focused sustainable packaging solutions company. This is embedded in Orora’s promise to its customers. In addition, no single customer generates revenue greater than 10% of total revenue for the Orora Group. Orora’s commitment to responsible capital investment linked to contracted customer demand, innovation, and its strong relationships with its customers, seeks to address evolving consumer preferences. Orora continuously reviews operating and capital expenditure plans to mitigate customer risk or changing consumer preferences. Capital investments Orora is increasing expenditure on capital works in response to increasing customer demands for our products, and an ongoing commitment to invest in the upgrade of our plant and equipment. There is a risk that the returns on these investments may vary if customer requirements materially change or there is substantial delay, to the delivery of plant or equipment, increased costs or project execution challenges. Orora seeks to mitigate these risks through a variety of measures including: • linking capital investments to contracted demand • due diligence throughout procurement and tender processes • project oversight through steering and governance committees • an ongoing focus on supply chain issues • reviewing of capital plans and making adjustments when necessary. Mergers & Acquisitions (M&A) Orora’s growth opportunities are dependent, in part, on disciplined selection and successful integration of acquisition targets that are consistent with the Group’s strategy. Failure to be disciplined in selection, effective at integration or focused on capturing value could impact operations and have adverse consequences for the achievement of expected financial benefits. The Group has an established M&A framework that imposes rigour in target selection, approval, due diligence, integration planning and post-acquisition value capture. In addition, Orora’s management team possess experience in undertaking M&A activity and executing the integration process. The business has a detailed plan to ensure the successful integration of new businesses into the Orora Group. Country, regulatory and tax risk Orora predominantly operates in Australia, New Zealand, North America and Europe under a broad range of legal, accounting, tax, regulatory (including environmental) and political systems. The profitability of Orora’s operations may be adversely impacted by changes in fiscal or regulatory regimes including tax policies, difficulties in interpreting or complying with the local laws of the countries in which Orora operates and reversal of current political, judicial or administrative policies, including as a result of geopolitical tensions. Orora’s customers, many of which operate across a broad range of countries, are subject to regulatory risk in various jurisdictions, which may have an impact on their operations and consequently Orora’s operations. Orora continually monitors changes or proposed changes in regulatory regimes that may have an impact on Orora and, where appropriate, engages consultants and advisors to address specific issues. Where possible, Orora appoints local management teams that bring a strong understanding of the local operating environment and strong customer relationships. Orora also has a compliance training program and its business leaders regularly review country and regulatory risks. Orora’s tax affairs are governed by a tax risk framework that is approved, reviewed and reported against by the Audit, Risk & Compliance Committee of the Board. Tax risks are actively monitored and managed. Litigation As is the case with all organisations, Orora is exposed to potential legal and other claims or disputes in the ordinary course of business, including contractual disputes and other claims. Orora takes legal advice in respect of such claims and, where relevant, makes provisions and disclosure regarding such claims in its financial statements. There are no current undisclosed claims or disputes of a material nature. Financial and treasury Orora faces a variety of risks arising from the unpredictability of financial markets, including the cost and availability of funds to meet its business needs and movements in market risks, such as interest rates, foreign exchange rates and commodity prices. Orora’s Treasury function adopts a financial risk management policy approved by the Board. Appropriate commercial terms are negotiated, and derivative financial instruments are used, such as foreign exchange contracts, commodity contracts and interest rate swaps, to hedge these risk exposures. In addition, where possible, debt is proportionally drawn down in currencies that align with the proportion of assets in those same currencies to create a natural hedge for foreign exchange risk. For personal use only
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56 ORORA LIMITED ANNUAL REPORT 2025 Board of Directors Rob Sindel (BEng, MBA, GAICD, FIEAust, CPEng) Independent Non-Executive Director and Chair Rob Sindel brings international experience obtained from executive management and leadership positions, principally from his 30-year career in the construction and manufacturing industries both in Australia and the United Kingdom. Rob has particular insights in sales and marketing, in B2B environments, manufacturing process improvement, strategic management and operating in high-risk industries. Rob was formerly the Managing Director and Chief Executive Offi cer of CSR Limited from 2011 until 2019. Rob has been a Director of Orora Limited since March 2019 and was appointed Chair of the Board in February 2020. Directorships of listed entities and other directorships a n d o ffi c e s CURRENT • Chair, Mirvac Limited (since January 2023) and Director (since August 2020) • Member, Yalari NSW Advisory Committee (since August 2017) RECENT (LAST THREE YEARS) • Director, Boral Limited (September 2020 to July 2024) BOARD COMMITTEE MEMBERSHIP Brian Lowe (MBA) Managing Director and Chief Executive Offi cer Prior to Orora, Brian Lowe spent eight years with Delphi Technologies where he was Managing Director of the Asia Pacifi c Powertrain business, including fi ve years based in Shanghai. This followed a 10-year career at General Electric (GE), where he held various leadership roles in sales and marketing, and supply chain. He was Managing Director of GE Plastics, Australia from 2001 to 2003. In his 14 years at Orora, Brian has been the Group General Manager of the Beverage (2011 to 2014) and Fibre (2015 to 2019) businesses. He was appointed Managing Director and Chief Executive Offi cer of Orora Limited in October 2019. BOARD COMMITTEE MEMBERSHIP Michael Fraser (BCom, FCPA, MAICD) Independent Non-Executive Director Michael Fraser has a wealth of experience, following a 30-year career at AGL Energy where he held various senior management positions in sales and marketing, distribution, corporate services and regulatory management. Michael was formerly the Managing Director and Chief Executive Offi cer of AGL Energy Limited. Michael is currently Independent Chairman of APA Group. Michael has been a Director of Orora Limited since April 2022. Directorships of listed entities and other directorships a n d o ffi c e s CURRENT • Independent Chair, APA Group (since October 2017; and Independent Director since September 2015) RECENT (LAST THREE YEARS) • Director, Aurizon Holdings Ltd (February 2016 to February 2022) BOARD COMMITTEE MEMBERSHIP KEY Committee Member Chair of each Committee indicated by black circle outline Executive Committee Nomination Committee Safety, Sustainability & Environment Committee Human Resources Committee Audit, Risk & Compliance Committee For personal use only
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57ORORA LIMITED ANNUAL REPORT 2025 Tom Gorman (BA, MA, MBA) Independent Non-Executive Director Thomas (Tom) Gorman brings a wealth of experience to Orora, following a 30-year career in executive positions at Ford Motor Company and Brambles Limited, of which he was Chief Executive Offi cer. Tom has worked in multiple functions including fi nance, operations, logistics, marketing and business development in England, France, Australia, and the United States (where he is a resident). Tom graduated cum laude from Tufts University with BA degrees in Economics and International Relations, obtained an MA from the Fletcher School of Law and Diplomacy, and an MBA with distinction from the Harvard Business School. Tom has been a Director of Orora Limited since September 2019. Directorships of listed entities and other directorships a n d o ffi c e s CURRENT • Chair, Alcoa Corporation (since May 2025) and Director (since May 2021) • Director, Worley Limited (since December 2017) RECENT (LAST THREE YEARS) • Director, Sims Limited (June 2020 to May 2025) • Director, High Resolves (May 2017 to June 2022) BOARD COMMITTEE MEMBERSHIP Sarah Hofman (MEc, GAICD) Independent Non-Executive Director Sarah Hofman is a Chartered Accountant with over 30 years’ experience as an advisor and now director of Australian public and private companies. She brings extensive knowledge of risk management, audit, corporate governance, global capital markets and mergers and acquisitions, mostly in the highly regulated fi nancial services sector. Prior to joining the Board of Orora, Sarah was a Partner, Risk & Regulatory Assurance at PwC. She was also the Chair of the Australia Securitisation Forum, the peak industry body for structured capital markets in Australia. Sarah has over 20 years’ experience in global investment banking with the Royal Bank of Scotland plc and ABN AMRO NV, specialising in debt capital markets. She is a recent graduate of the University of Cambridge Institute for Sustainability Leadership. Sarah has been a Director of Orora Limited since March 2024. BOARD COMMITTEE MEMBERSHIP Jackie McArthur (B.Eng (Aeronautical) Independent Non-Executive Director Jackie trained as an aeronautical engineer and became a leading supply chain executive with McDonalds and later Managing Director of Martin-Brower Australia Holdings. Her extensive board experience includes experience as independent Non-Executive Director with Inghams, Tassal, Blackmores and Invocare. Jackie is currently a Non- Executive Director on the boards of Cleanaway Waste Management and Kelsian Group. Her qualifi cation is Bachelor of Aeronautical Engineering. Directorships of listed entities and other directorships and offi ces CURRENT • Kelsian Group (since January 2024) • Cleanaway Waste Management (since September 2022) RECENT (LAST THREE YEARS) • Qube Holdings (2020 to 2025) BOARD COMMITTEE MEMBERSHIP Claude-Alain Tardy (MS, MBA) Independent Non-Executive Director Claude-Alain brings a depth of experience to Orora, with a career spanning 40 years with the Saint-Gobain Group in various senior management and executive positions across South America, Europe, the USA and Asia. Most recently, Claude-Alain held the position of CEO Construction Specialties, Saint-Gobain. Claude-Alain is currently a Non-Executive Director of Vestack. Claude-Alain has been a Director of Orora Limited since December 2023. Directorships of listed entities and other directorships and offi ces CURRENT • Director, Vestack (since 2021) RECENT (LAST THREE YEARS) • Director, Outwork (2021 to 2024) BOARD COMMITTEE MEMBERSHIP For personal use only
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58 ORORA LIMITED ANNUAL REPORT 2025 Executive Leadership Team Brian Lowe (MBA) Managing Director and Chief Executive Offi cer Prior to Orora, Brian Lowe spent eight years with Delphi Technologies where he was Managing Director of the Asia Pacifi c Powertrain business, including fi ve years based in Shanghai. This followed a 10-year career at General Electric (GE), where he held various leadership roles in sales and marketing, and supply chain. He was Managing Director of GE Plastics, Australia from 2001 to 2003. In his 14 years at Orora, Brian has been the Group General Manager of the Beverage (2011 to 2014) and Fibre (2015 to 2019) businesses. He was appointed Managing Director and Chief Executive Offi cer of Orora Limited in October 2019. Angela Di Iorio (BBA) Chief People Offi cer Angela Di Iorio is responsible for leading the Group Human Resources and Corporate Aff airs and Communications teams at Orora. After joining the business in June 2021, Angela was appointed to the Executive Leadership Team in early 2024. Angela brings more than 25 years’ experience leading transformation and driving the strategic growth of capability within a diverse range of public and private organisations. Angela’s experience spans the manufacturing, technology and fi nancial services industries, having early career roles at companies such as Medibank and AXA, and more recently having held senior roles at Simplot and Sensis prior to joining Orora. For personal use only
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59ORORA LIMITED ANNUAL REPORT 2025 Shaun Hughes (BComm, BA, GAICD, CA ANZ) Chief Financial Offi cer Shaun Hughes was appointed CFO at Orora in October 2020, having spent more than 20 years leading the fi nance, procurement and IT teams for a range of ASX-listed and multinational companies operating across diverse industries. Shaun has extensive fi nancial management experience in building and growing organisations having held global leadership roles with Telstra, Elders, IBM and EBOS. Shaun is a member of the Institute of Chartered Accountants of Australia and New Zealand. Ann Stubbings (BA/LLB, GAICD) Chief Safety, Sustainability and Governance Offi cer, Company Secretary and Group General Counsel Ann Stubbings leads the Group Safety, Sustainability, and Legal and Company Secretariat teams, and also holds the roles of Orora’s Company Secretary and Group General Counsel. Ann has extensive experience in governance, legal as well as leading in safety and sustainability, and people leadership. Ann has been a member of the Orora Executive Leadership Team since Orora’s listing on the ASX in December 2013. Prior to joining Orora, Ann held various senior in-house legal roles in corporate and commercial law, dispute resolution, governance and company secretariat across ASX listed manufacturing and fi nancial services organisations and began her professional career in private legal practice. Emmanuel Ladent (MMkt (Int.)) President, Orora Glass Emmanuel Ladent joined Orora on 1 July 2025 as President, Orora Glass. Emmanuel brings a wealth of experience in industrial and commercial management including nearly 30 years at Michelin. A seasoned executive, he has extensive experience in managing international companies, including publicly listed entities. He is committed to maintaining the excellence of Saverglass’ operations while supporting the growth of the company’s innovation and sustainable development projects. Chris Smith (MBA) Executive General Manager, Orora Cans Chris Smith brings more than 25 years of diverse leadership experience across the FMCG and B2B sectors throughout Australia and New Zealand, having previously held management roles at Twinings (Associated British Foods) and Heinz. Prior to this, Chris held various senior sales, marketing and commercial roles at Cadbury Schweppes and Asahi from 2000 to 2010. Chris is responsible for overseeing the performance and operations of the Orora Cans business unit across Australasia. Chris was appointed to the Executive Leadership Team in early 2024, having fi rst joined Orora in early 2014. For personal use only
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Directors’ report 60 ORORA LIMITED ANNUAL REPORT 2025 The Directors of Orora Limited (Orora or the Company) present their report, together with the financial statements of the Company and its controlled entities (collectively referred to as the consolidated entity or the Orora Group), for the financial year ended 30 June 2025. In this section DIRECTORS’ REPORT Directors’ Report 60 Statutory matters 61 Board of Directors 61 Company Secretary 61 Directors’ meetings 61 Operating and financial review 62 State of affairs 62 Principal activities 62 Events subsequent to the end of the financial year 62 Likely developments 62 Dividends 62 Environmental performance and reporting 62 Directors’ interests 63 Unissued shares under option 63 Shares issued on exercise of options 63 On-market share purchases to satisfy employee share plans 63 Indemnification and insurance of officers 63 Indemnification of auditors 64 Proceedings on behalf of the Company 64 Non-audit services 64 External audit services 64 Rounding off 64 Corporate Governance Statement 64 REMUNERATION REPORT Remuneration report 65 Directors’ declaration 82 Auditor’s independence declaration 83 For personal use only
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DIRECTORS’ REPORT Statutory matters ORORA LIMITED ANNUAL REPORT 2025 61 Board of Directors The Directors of the Company in office as at the date of this report are: Rob Sindel Brian Lowe Michael Fraser Tom Gorman Claude-Alain Tardy Sarah Hofman Jackie McArthur All Directors served on the Board for the period from 1 July 2024 to 30 June 2025, with the exception of Jacqueline (Jackie) McArthur who was appointed Director on 1 April 2025. Abi Cleland retired as Director on 30 September 2024. The qualifications, experience and special responsibilities of the current Directors, and other directorships held by them during the previous three years, are set out on pages 56 to 57 of this Annual Report. Company Secretaries Ann Stubbings is the Company Secretary of the Company, having commenced the position on listing of the Company on the ASX in December 2013. Ms Stubbings’ qualifications and experience are set out on page 59 of this Annual Report. Susannah Jobling Hodgens, BA/LLB, GradDipIR/ER, GradDipACGRM was appointed as an additional Company Secretary in March 2024. She also holds the position of General Counsel at Orora. Prior to joining Orora in 2013, Ms Jobling Hodgens was a lawyer at Corrs Chambers Westgarth and has also held senior roles in Human Resources in professional services. Directors’ meetings The following table sets out the number of Directors’ meetings (including meetings of Board Committees) held during the period from 1 July 2024 to 30 June 2025, and the number of meetings attended by each Director. Board Audit, Risk & Compliance Committee Executive Committee Human Resources Committee Nomination Committee** Safety, Sustainability & Environment Committee Scheduled Meetings 10 4 2 4 - 3 Unscheduled Meetings^ 13 - 2 - - - A B A B A B A B A B A B Abi Cleland[1] 9 10 1* 1 - 4 1 1 - - - 1 Michael Fraser 23 23 4 4 - 4 4 4 - - 3* 3 Tom Gorman 15 23 4 4 1* 4 4 4 - - 3* 3 Brian Lowe 23 23 4* 4 4 4 4* 4 - - 3* 3 Rob Sindel 23 23 4* 4 4 4 4* 4 - - 3 3 Claude-Alain Tardy 22 23 3* 4 - 4 4 4 - - 3 3 Sarah Hofman 23 23 4 4 4 4 4* 4 - - 3* 3 Jackie McArthur[2] 3 3 1 1 - 4 1 1 1 1 [1] Ms Cleland retired 30 September 2024 as Director. [2] Ms McArthur was appointed 1 April 2025 as Director. A Number of meetings attended. B Number of meetings held during the time the Director held office (in the case of Board meetings) or as a member of the Committee during the year (in the case of Committee meetings). * Indicates that although the Director is not a member of a specific Committee, the Director attended the meeting. All Directors are welcome to attend Committee meetings even though they may not be a member. ** All Nomination Committee matters were dealt with by the full Board during the financial year. ^ The Board held a number of unscheduled meetings during the financial year to address matters related to the divestment of OPS. The Board may from time to time establish ad hoc and temporary Committees to address specific needs at the time. For personal use only
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DIRECTORS’ REPORT Statutory matters 62 ORORA LIMITED ANNUAL REPORT 2025 Operating and financial review An operating and financial review of the consolidated entity during the financial year and the results of these operations begins at page 12 of this Annual Report. State of affairs The divestment of OPS completed on 12 December 2024. In addition, on 31 January 2025, the sale of the aluminium closures business in Adelaide, South Australia completed. Further information regarding these divestments is provided in note 6.1 to the Financial Statements. Principal activities The principal activities of the consolidated entity at the date of this report are set out in the ‘Orora at a glance’ section on page 1 of this Annual Report. There were no significant changes in the nature of the principal activities of the consolidated entity during the financial year ended 30 June 2025. Events subsequent to the end of the financial year There have been no events subsequent at the date of this Annual Report. Likely developments The Operating and Financial Review section from pages 12 to 16 of this Annual Report contains information on the consolidated entity’s business strategies and prospects for future financial years and refers to likely developments in the consolidated entity’s operations and the expected results of these operations in future financial years. Information on likely developments in the consolidated entity’s business strategies, prospects and operations for future financial years and the expected results of those operations has not been included in this report where the Directors believe it would likely result in unreasonable prejudice to the consolidated entity. Details that could give rise to material detriment to the consolidated entity, for example, information that is commercially sensitive, confidential or could give a third party a commercial advantage, have also not been included. Dividends Dividends paid or declared by the Company to members during the financial year ended 30 June 2025 are set out in note 2.2 to the Financial Statements. No waiver was sought from the Trustees of the Orora Employee Share Trusts in respect of the entitlement of Treasury Shares held in the Trusts to be paid from the 2025 interim or final dividends, in compliance with Australian Tax Office Tax Determination (TD 2019/13). The Trusts received dividends on unallocated shares and the Employee Share Trusts were subject to tax at the applicable rate on dividends received in respect of the unallocated shares. Environmental performance and reporting The Orora Group is committed to continuous improvement of its environmental performance by finding better ways to manufacture and distribute its products. This is guided by the Orora Group’s Environmental Policy, a copy of which is available on Orora’s website. (a) Carbon emissions The National Greenhouse and Energy Reporting (Safeguard Mechanism) Rule 2015 (Rule) made under the National Greenhouse and Energy Reporting Act 2007 (Cth) (NGER Act) applies to facilities with direct CO2 emissions (Scope 1) of greater than 100,000 tonnes per year in Australia. These facilities are required to maintain their direct emissions below their historical peak level. Facilities that exceed their historical peak CO2 emissions will be required to purchase CO2 credits to offset their increase in emissions. The only Australian Orora Group facility that exceeds the 100,000 tonnes per year CO2 threshold is the glass facility in Gawler, South Australia. The Glass facility at Orora moved from a calculated baseline to a production adjusted baseline in FY23. In FY25 the site was below the Safeguard Mechanism baseline. This facility complies with its obligations under the Rule. (b) Greenhouse gas requirements In Australia, the Orora Group is subject to reporting obligations under the NGER Act. The NGER Act requires the Company to report on its annual Australian greenhouse gas emissions and energy use. The Orora Group has data gathering and management systems in place that comply with the NGER Act and the Clean Energy Regulator’s audit processes. To comply with this obligation, Orora provides a report to the Clean Energy Regulator each year. For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 63 (c) Manufacturing All of Orora Group’s manufacturing sites are subject to significant environmental regulation, including, where applicable, sp ecific environmental licences. These licences require discharges to air, land and water to be below specified levels of contaminati on. Compliance with these regulations and the Group’s overall environmental performance is reviewed by Orora’s internal Sustainability Team, which liaises directly with divisional and site -based health, safety and environment professionals who monitor compliance . Orora Group’s environmental performance and material regulatory compliance are also discussed regularly at Executive Leadership Team meetings and the Safety, Sustainability and Environment Committee of the Board . The Directors are not aware of any material breaches of environmental regulations or site -specific licences during or since the financial year ended 30 June 202 5. Directors’ interests The relevant interests of each Director in the share capital of the Company as at 30 June 2025 are as follows: Name Number of shares Directors of Orora Limited Abi Cleland 191,656(2) Michael Fraser 165,000 Tom Gorman 103,000 Jackie McArthur - [3] Brian Lowe 1,538,245(1) Rob Sindel 194,902 Claude-Alain Tardy 82,269 Sarah Hofman 30,000 (1) Details of rights and options over shares in the Company held by Mr Lowe are set out in section 6.5 of the Remuneration Report. (2) Ms Cleland retired 30 September 2024. The shareholding presented above represents shares held by M s Cleland at the date of her retirement. (3) Ms McArthur was appointed on 1 April 2025 Unissued shares under option Unissued ordinary shares or interests of the Company under option as at the date of this report are as follows: Options granted Expiry date Issue price Number under option 22 Oct 2018 31 Aug 2027 3.58 1,000,518 These options do not allow the holder to participate in any share or rights issue of the Company. Refer to the Remuneration R eport for further information. Shares issued on exercise of options There were no ordinary shares of the Company issued during or since the financial year ended 30 June 202 5 on the exercise of options granted over unissued shares or interests. On-market share purchases to satisfy employee share plans The company has not purchased any on -market shares to be held on trust during the financial year ended 30 June 2025. During the financial year ended 30 June 2024, 2,771,986 ordinary shares of the Company were purchased on- market and held on trust to satisfy obligations under the Company’s employee incentive plans. The average price per security at which these shares were p urchased was $2.54. Indemnification and insurance of officers In accordance with the Company’s Constitution, the Company has entered into agreements with each person who is, or has been, an officer of the Company. This includes the Directors in office at the date of this report, all former Directors and other exec utive officers of the Company, indemnifying them against any liability to any person other than the Company, or a related body corporate, that may arise from their acting as officers of the Company, notwithstanding that they may have ceased to hold office. Th ere is an exception where the liability arises out of conduct involving a lack of good faith, or is otherwise prohibited by law. For personal use only
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DIRECTORS’ REPORT Statutory matters 64 ORORA LIMITED ANNUAL REPORT 2025 During and since the end of the financial year ended 30 June 202 5, the Company has paid or agreed to pay the premiums for an insurance policy to insure current and previous Directors and other executive officers of the Company against certain liabilities incur red in that capacity. Due to the confidentiality obligations and undertakings set out in these agreements, no further details in respect of the pre miums paid, or the terms of the agreements, can be disclosed. No indemnity payment has been made under any of the documents referred to above , during or since the financial year ended 30 June 2025. Indemnification of auditors The Company’s auditor is KPMG. During and since the financial year ended 30 June 2025 : • no premium has been paid by the Company in respect of any insurance for KPMG • no indemnity has been paid by the Company in respect of KPMG’s appointment as auditor • no officers of the Company were partners or directors of KPMG, while KPMG undertook an audit of the Company. Proceedings on behalf of the Company No proceedings have been brought or intervened in on behalf of the Company with leave of the Court, nor has any application f or leave been made in respect of the Company, under section 237 of the Corporations Act 2001. Non-audit services During the year, KPMG, the Company’s auditor, performed certain other services in addition to their statutory duties. The Board has considered the non-audit services provided during the financial year ended 30 June 202 5 by the auditor and, in accordance with written advice provided by resolution of the Audit, Risk & Compliance Committee, is satisfied that the provision of those non -audit services during the financial year by the auditors is compatible with the general st andard of independence for auditors, and did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons: • All non-audit services were subject to the corporate governance procedures adopted by the Company and have been reviewed by t he Audit, Risk & Compliance Committee to ensure they do not impact the impartiality and objectivity of the auditor. In particula r, all non- audit services are approved in accordance with the non -audit services delegations and approvals framework and reported to t he Audit, Risk & Compliance Committee at each meeting. • The non-audit services provided do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision- making capacity for the Company, acting as an advocate for the Company or jointly sharing risks and rewards. A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 can be found on page 83 of this Annual Report. • Details of the amounts paid to KPMG and its related practices for audit and non- audit services provided during the financial year ar e set out in note 7.2 to the Financial Statements. In each case, the engagement of KPMG was made on its merits (based on service level, expertise, cost, as well as geographical spread). External audit services The Company appointed KPMG as the Company’s external auditor for the financial year ended 30 June 2025. Rounding off The Company is of a kind referred to in the ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191. In accordance with the ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, and except where otherw ise stated, amounts in the Financial Statements and Directors’ Report have been rounded off to the nearest $100,000 or to zero wh ere the amount is $50,000 or less. Corporate Governance Statement The key features of the Company’s corporate governance framework are set out in the Corporate Governance Statement, which is available on pages 42 to 52 of this Annual Report. For personal use only
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Remuneration Report ORORA LIMITED ANNUAL REPORT 2025 65 (1) Rebasing the EPS calculation involved adjusting the baseline Earnings Per Share used in the assessment to reflect the significant change to the business. Dear Fellow Shareholder, On behalf of Orora’s Board of Directors, I am pleased to present Orora’s Remuneration Report for the financial year ended 30 June 2025. As the Chair of the Human Resources Committee, I continued to work closely with my Board colleagues throughout FY25 to ensure the Company’s Human Resources policies and remuneration frameworks are structured to attract, retain and motivate a diverse and talented team, and that Orora’s reporting and communication of these policies and frameworks is consistently clea r and transparent. This has been a year of transition for th e Orora team. FY25 was the first full financial year with Saverglass as part of the business, an d in December, we sold the Orora Packaging Solutions ( OPS) and Closures businesses. The team has remained focused on prioritising safety of our people, supporting our customers, and ensuri ng Orora's financial strength to navigate challenges and opportunities ahead. Sale of OPS and Closures Businesses On 12 December 2024, Orora completed the sale of OPS to Veritiv Corpora tion, an investee company of Clayton, Dubilier & Rice, LLC for A $1,792.5 million. In January 2025, the sale of the Closures business w as completed to Interpack for a value of A$20.0 million. The sale of OPS represented compelling value for shareholders and enabled the Company to pay down debt, undertake a share buyback program and accelerate capacity expansion in the Orora Cans business. The sale of the OPS and Closures businesses required the Orora Board to consider a ny potential impact on Orora’s employee equity incentive plans. Under the rules governing those plans, we worked t o ensure that no material advantage or disadvantage would occur to employees, we would maintain alignment between executive and shareholder interest s and we would continue to motivate executives to deliver on the Group’s objectives in a significantly changed business. As mentioned in last year's Remuneration Report, three LTI grants were established prior to the acquisition of Saverglass: FY23, FY24 and FY25, which are now impacted by the sale of OPS and Closures. The Board has reviewed each of these LTI grants. To ensure fair and equitable treatment to employees and alignment with shareholders' interests, the Board has taken the decision to exclude the OPS and Closures businesses which have been sold and therefore we are: • Adjusting the RoAFE gateway target; and • Rebasing1 the EPS calculation. These changes apply to LTI grants with a vesting date of August 2025 and beyond. The approach outlined above (consistent with the Board's treatment of LTI awards on foot as a consequence of the Australasian Fibre sale in 2020) assesses executive’s performance based on the continuing business over the relevant performance periods, which the Board considers appropriate given the transformation of the business. Financial year 2025 performance (Continuing Businesses only) and remuneration outcomes The Company’s results for the financial year ended 30 June 2025 for the continuing businesses reflect the commitment and dedication of our teams in the face of a range of market factors that impacted the Global Glass business in particular. Group Earnings Before Interest and Tax (EBIT) were $262.1 million, a 9.5% change from FY24. The teams focus on safety performance and sustainability continues to deliver positive results, with a reduction in Lost Time Injuries and Recordable Case Injuries, which decrease d Lost Time Injury Frequency Rate by 35% and Recordable Case Frequency Rate by 5% and solid progress being made towards our sustainability goals. For personal use only
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DIRECTORS’ REPORT Remuneration report 66 ORORA LIMITED ANNUAL REPORT 2025 Executives at Orora are rewarded for performance against business objectives and for delivering long-term shareholder returns, with incentive plan outcomes reflecting alignment with shareholder returns, financial performance, and execution of the Company’s strategic business objectives. STI payments for the continuing businesses for Executive KMP will be paid between 49% to 52% of their maximum STI opportunity which is reflective of performance being below expectations. The Board acknowledges the successful completion of the sale of the OPS business during FY25. The sale price reflected an EBITDA multiple of 9.9 times and this sale delivered significant value and a compelling outcome for Orora’s shareholders, and is consistent with our strategic goal of becoming a beverage focused packaging business. The team followed a robust process and worked tirelessly over a number of months to deliver this successful outcome. As such, as part of the STI program, the Board has awarded an additional one-off bonus to the Group Management Team who led the sale and completion process. The bonus equates to 25% of their fixed remuneration. In line with the STI program, a third of STI outcomes are delivered as Deferred Share Rights (DSR) vesting after two years. Including this one-off bonus, STI payments for the Executive KMP were paid out between 77% to 82% of their maximum STI opportunity. The LTI has a three-year performance period and a one-year employment holding lock. For the FY23 LTI grant with performance period ended on 30 June 2025, the performance hurdles were tested, and the grant will vest at 31.8% in August 2026, at the conclusion of the one-year employment holding lock. This outcome is a result of the Absolute Total Shareholder Return gateway not being achieved, and the Earnings per Share (EPS) measure being partially achieved. Remuneration changes during the financial year The Human Resources Committee periodically reviews Orora’s Executive Remuneration Framework to ensure it effectively supports Orora’s objectives of attracting and retaining strong executive and diverse talent, and aligning executive remuneration outcomes to long-term shareholder returns. The review process undertaken this year included engagement with Orora’s key stakeholders, analysis of market practice in similar companies and discussions with Orora’s largest shareholders and their proxy advisors on strategy, performance and remuneration. For FY26, the Board has decided to increase the fixed remuneration of Executive KMP by 3.5%, in line with competitive market increases. Final thoughts I send my sincere thanks to all Orora team members for another year of commitment and thank all Orora’s shareholders for your support this year. As always, I welcome your feedback and queries regarding the FY25 Remuneration Report provided in the following pages. Warm regards, Tom Gorman Chair, Human Resources Committee For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 67 Introduction The Remuneration Report provides a summary of Orora’s remuneration policy and practice for Key Management Personnel (KMP) for the financial year ended 30 June 2025. This report has been prepared as required by the Corporations Act 2001 (Cth) for the Company and its controlled entities (collectively, the Group or Orora) and has been audited by Orora’s external auditor. This Remuneration Report forms part of the Directors’ Report. Structure of this report Orora’s 2025 Remuneration Report is divided into the following sections: Section Page No. Message from Tom Gorman, Chair Human Resources Committee 65 1. Key Management Personnel 67 2. Overview of FY25 remuneration 68 3. FY25 Remuneration framework 70 4. Relationship between performance and remuneration outcomes 72 5. Non-Executive Director remuneration 77 6. Additional required disclosures 77 1. Key Management Personnel (KMP) For the purposes of this Remuneration Report, KMP include Executive and Non-Executive Directors and nominated senior executives who have authority and responsibility for planning, directing and controlling the activities of the Group, either directly or indirectly. For the year ended 30 June 2025, the KMP were: Name Position Term as KMP Non-Executive Directors (NED) Rob Sindel Chair Full year Tom Gorman Director Full year Michael Fraser Director Full year Sarah Hofman Director Full year Claude-Alain Tardy Director Full year Jacqueline McArthur [1] Director Partial year Abi Cleland [2] Director Partial year Executive Director Brian Lowe Managing Director and Chief Executive Officer (CEO) Full year Executive Shaun Hughes Chief Financial Officer (CFO) Full year (1) Jacqueline McArthur was appointed as a Director on 1 April 2025. (2) Abi Cleland retired as a Director on 30 September 2024. For personal use only
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DIRECTORS’ REPORT Remuneration report 68 ORORA LIMITED ANNUAL REPORT 2025 2. Overview of FY25 remuneration 2.1. Summary of remuneration framework Orora’s executive remuneration framework applies to the CEO and all of his direct reports of which the Executive KMP form a subset. This framework was introduced in FY20. Refer to Section 3.1 for a detailed explanation of the current remuneration components. Refer to Section 6.3 for an explanation of performance hurdles used and the vesting schedule. OUR PURPOSE To be a leading sustainable packaging solutions provider, designing and delivering products and services that enable our customers’ brands to thrive Our Purpose is supported by our remuneration principles and performance framework, overseen by the Board REMUNERATION PRINCIPLES Attract, motivate and retain talent Drive a high- performance culture Create long-term shareholder value REMUNERATION COMPONENTS[1] Fixed Remuneration (FR) Short-Term Incentive (STI) Long-Term Incentive (LTI) • A market-based reward for role. • Delivered as cash salary and contribution to retirement benefits. • Rewards the achievement of Group and individual goals over a 12-month period. • CEO has a target STI of 70% of FR and a maximum opportunity of 100% of FR. The other Executives have a target of 50% and a maximum opportunity of 75% of FR. • 2/3 delivered in cash and 1/3 in Deferred Share Rights (DSR) deferred for two years. • Cash-settled Dividend Equivalent Payments (DEP) on DSR component. • Reinforces focus on creating long-term value for shareholders. • 70% to 100% of FR delivered as an upfront grant of Performance Rights (PR) with a three-year performance period and an additional one-year employment holding lock before vesting. LINK TO PERFORMANCE • Any increases in salary will consider the market median remuneration for similar roles and individual performance. • A scorecard of performance measures at a Group level is used to determine STI award payable. The scorecard represents the key priority areas for the current year and typically includes strategic initiatives (e.g. Sustainability and People) and has a strong weighting towards financial growth and returns. A safety and performance overlay also applies. • Deferral of payment in equity aligns reward outcomes with long-term value creation for shareholders. The following performance hurdles apply to LTI aligning executive and shareholder interests: • Earnings per Share (EPS) growth with a Return on Average Funds Employed (RoAFE) gateway. • Relative Total Shareholder Return (RTSR). Supports alignment of Executive and Shareholder interests Large proportion of remuneration is at risk and delivered as equity. Clawback and malus provisions apply to all equity. Use of EPS, RoAFE, and RTSR performance hurdles for PR. Minimum shareholding requirements. (1) An award of shares or cash deferred up to five years is occasionally used at the time of recruitment to replace existing entitlements from previous employers or as a specific retention award for existing executives. For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 69 2.2. Snapshot of FY25 performance and remuneration outcomes The Executive KMP remuneration outcomes for the financial year ended 30 June 2025 are summarised below. For more detailed information on remuneration outcomes and link to performance, please refer to Section 4. Remuneration component Description Fixed Remuneration (FR) • For FY25, the Board undertook a comprehensive benchmarking review and continues to periodically assess the remuneration of Executive KMP against comparable roles in other ASX-listed companies of similar size, complexity and industry dynamics as Orora. • Reflecting the overall performance of the Company and in line with general market increases, the Board awarded Executive KMP FR increases of 3.5% (inclusive of the increased Superannuation Guarantee rate effective 1 July 2025). Short-Term Incentive (STI) FY25 award • Orora’s STI assessment includes several financial and non-financial metrics (at Group and individual level). • The Group Earnings Before Interest and Tax (EBIT) performance for continuing businesses only was delivered between threshold and target and average working capital as a % of sales achieved the target set by the Board for the financial year ended 30 June 2025. • As a result, STI payments for current Executive KMP will be paid out between 49% and 52% of maximum STI opportunity and an additional one-off bonus to the Group Management Team who led the sale and completion process, equating to 25% of their FR. Awards due to vest in FY25 and FY26 • DSR awarded as part of the STI payment for the financial year ended 30 June 2022 vested in September 2024. The Board did not identify any performance or conduct factors that would warrant lapsing of unvested equity. Accordingly, the Board approved full vesting of the FY22 DSR. • DSR awarded as part of the STI payment for the financial year ended 30 June 2023 are due to vest in September 2025. The Board did not identify any performance or conduct factors that would warrant lapsing of unvested equity. Accordingly, the Board approved full vesting of the FY23 DSR. For this equity to vest, the executive must remain employed until the vesting date (September 2025). Long-Term Incentive (LTI) FY25 award • The CEO and other Executive KMP were awarded 100% and 70% of their FR as Performance Rights respectively with a three-year performance period (1 July 2024 to 30 June 2027) and an additional one-year employment holding lock before vesting. The grant to the CEO was awarded post shareholder approval at the 2024 AGM. Award tested in FY24 and vesting in FY26 • The FY22 LTI grant had a three-year performance period which ended on 30 June 2024. This grant had a one-year employment holding lock before vesting (August 2025). • As disclosed in last year’s report, the grant achieved between threshold and target of the performance hurdles set for the plan. The Board did not identify any performance or conduct factors that would warrant lapsing of unvested equity. Accordingly, 34.4% of the grant vested in August 2025 after the one-year employment holding lock condition was achieved. Award tested in FY25 and vesting in FY27 • The FY23 LTI grant had a three-year performance period which ended on 30 June 2025. The grant has a one-year employment holding lock before vesting (August 2026). • 50% of the award had an EPS performance hurdle with a RoAFE gateway and 50% had a RTSR performance hurdle with an ATSR gateway. The FY23 LTI plan is the last to include an ATSR gateway as part of the RTSR performance hurdle. • As reported in the FY24 Remuneration Report, for the FY23 plan, Saverglass results were included from 1 July 2024 for testing purposes. The OPS and Closures businesses were excluded from the assessment of RoAFE and EPS performance as approved by the Board. EPS is calculated on a constant currency basis, to avoid the variability of foreign exchange translation year to year, and excludes the amortisation of identifiable assets recognised in relation to the Saverglass acquisition. • The RoAFE gateway was achieved and Orora's EPS growth performance of 5.1% was between the 4% and 8% vesting range for this grant. The ATSR gateway was not achieved and RTSR performance of 10th percentile was below the target (50th percentile of RTSR) vesting range for this grant. • Accordingly, 31.8% of the grant is scheduled to vest in August 2026 post the one-year employment holding lock. For this equity to vest, the executive must remain employed until the vesting date (August 2026). For personal use only
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DIRECTORS’ REPORT Remuneration report 70 ORORA LIMITED ANNUAL REPORT 2025 3. FY25 remuneration framework 3.1. Remuneration components Remuneration component Description Fixed Remuneration (FR) • Includes cash salary and contribution to retirement benefits. • The Board sets the FR for KMP based on market median remuneration for similar roles in ASX-listed companies of similar size, industry and geographical footprint. The annual review of FR takes into consideration market relativity, skills, experience, past performance and impact on total remuneration. Short-Term Incentive (STI) • Rewards the achievement of Group and individual financial and non-financial goals over a 12-month period. • 2/3 of the award is delivered annually in cash following the release of the end of year financial results. • 1/3 of the award is delivered in DSR[1] deferred over two years subject to malus conditions. Vesting after two years is subject to continued service. • The number of units is calculated as 1/3 of the STI award divided by the volume-weighted average share price (VWAP) of Orora shares for the 20 trading days up to and including the end of the financial year (30 June). • Cash-settled Dividend Equivalent Payments (DEP) is delivered at the end of the deferral period. • The CEO has a target STI of 70% of FR and a maximum opportunity of 100% of FR. Other executives have a target of 50% and a maximum opportunity of 75% of FR. Long-Term Incentive (LTI) • Aligns executive and shareholder interests by reinforcing executive focus on long-term sustainable shareholder returns. • 70% to 100% of FR delivered as PR[1] subject to a three-year performance period and an additional one-year employment holding lock with the following performance hurdles: — Growth in EPS hurdle with a RoAFE gateway – 50% weight — RTSR hurdle – 50% weight • Refer to Section 6.3 for a more detailed explanation of the hurdles used. • The number of units granted is calculated as value of the grant (70% to 100% of FR) divided by the VWAP of Orora shares for the 20 trading days up to and including the end of the financial year (30 June). • For the FY23 LTI grant, the share price used to calculate the ATSR of the Group and each of the comparator companies for the performance period will use the 20 trading days VWAP for both the starting share price and the closing share price. • The FY23 LTI plan is the last to include an ATSR gateway as part of the RTSR performance hurdle. (1) A Right (either DSR or PR) is the right to receive one Orora share (or cash of equivalent value) upon vesting, subject to adjustment for certain capital actions. Rights do not carry any dividend entitlements or voting rights prior to vesting. Shares allocated upon vesting carry the same rights as any other Orora share. For DSR and PR, forfeiture and clawback provisions apply for behaviour contrary to Orora’s values or any actions that bring the Group or any company within the Group into disrepute. If employment ceases due to resignation or dismissal, any unvested DSR or PR will lapse. If employment ceases due to other reasons, the Board has discretion with respect to unvested Rights, including to lapse any unvested DSR or PR fully or partially. For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 71 3.2. Target remuneration mix and delivery Orora’s executive remuneration framework provides an appropriate mix of short, medium and long-term incentives to attract, motivate and retain talent and to drive high performance. Delivering a significant portion of remuneration in equity (1/3 of STI delivered as DSR deferred over two years and LTI delivered as PR subject to a three-year performance period and an additional one-year employment holding lock) aligns the interests of executives and shareholders. MD & CEO Other Executive KMP Delivering a significant portion of remuneration as equity over a four-year period reinforces executive focus on achieving long-term objectives and creating sustainable value for shareholders. (1) The grants to the CEO are awarded post shareholder approval at the 2024 AGM (for LTI) and 2025 AGM (for STI). The LTI award is due to vest in August 2028. July 2024 June 2025 June 2026 June 2027 June 2028 Fixed remuneration Short-term incentive Long-term incentive Delivered as cash 1/3 delivered as DSR with a 2-year vesting period(1) Delivered as PR with a 3-year performance period and an additional one year holding lock(1) Performance period with EPS and RTSR hurdles 2/3 delivered as cash For personal use only
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DIRECTORS’ REPORT Remuneration report 72 ORORA LIMITED ANNUAL REPORT 2025 4. Relationship between performance and remuneration outcomes 4.1. Performance framework Orora’s executives are rewarded for annual performance against challenging business plans as well as longer-term returns for shareholders. Financial and non-financial performance measures that align with the key priority areas for the Group are carefully selected by the Board at the start of the financial year. The performance measures selected for FY25 are summarised below. 4.2. Performance outcome Achievement against the performance measures both at a Group and individual level is assessed every six months by the Human Resources Committee (HRC), which provides recommendations to the Board. At the end of the financial year, the Board determines the STI outcome for executives based on their performance against the agreed measures. The STI assessment includes a number of financial and non-financial metrics (at a Group and individual level). The Board acknowledges the successful completion of the sale of the OPS business during FY25. The sales price reflected an EBITDA multiple of 9.9 times and this sale delivered significant value and a compelling outcome for Orora’s shareholders, and is consistent with our strategic goal of becoming a beverage focused packaging business. The team followed a robust process and worked tirelessly over a number of months to deliver this successful outcome. As such, as part of the STI program, the Board has awarded an additional one-off bonus to the Group Management Team who led the sale and completion process. Significant items (both positive and negative) are assessed each year by the Board to determine whether any significant items should be included in the STI assessment. At the end of the financial year, the HRC reviews Group performance against the LTI performance hurdles to confirm the vesting outcome of any PR that have completed their performance period. The HRC also assesses if there are any significant Group or individual performance factors that require the Board to apply discretion to claw back previously granted equity or reduce the quantum of LTI to be granted. Groupearnings (60% weight) Earnings before interest and tax (EBIT) Group asset management (10% weight) Average working capital as a % of sales Individual strategic measures (30% weight) Individual strategic measures Overalloutcome Total performance Performance overlay: Impacts individualSTI by +/-20% Considers ’how’ the performance was achieved Safetyoverlay: If not met, may reduceSTI award by 10% Performance against key safety metrics For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 73 4.2. Performance outcome (continued) An overview of the performance measures for FY25 and achievement against these measures is summarised below. KPI Performance commentary Outcome Group earnings Earnings Before Interest and Tax (EBIT) Underlying EBIT earnings (continuing businesses only) were up 9.5% (8.5% on a constant currency basis) and were consistent with FY24 and in line with guidance, reflecting the challenging market factors that impacted the Global Glass business. Between Threshold and Target Group asset management Average working capital (AWC) as a % of sales AWC financial result for the financial year ended 30 June 2025 achieved the medium/long-term goal of being less than 23.1% of sales. Target Individual strategic measures Performance measures vary for each role and support Orora’s strategy of expanding and optimising Group outcomes while delivering our sustainability and people goals Our Promise to the Future Performance outcomes varied for executives with assessments ranging from partially achieved to fully achieved. Key achievements included finalising the transformation of becoming a beverage focused packaging business with the sale of OPS, and progressing across a range of initiatives under our Sustainability pillars, as detailed in the Sustainability section of this annual report . Achievement for executive KMP and other executives varied Safety overlay Performance and leadership against a selection of key safety metrics Safety results for the financial year ended 30 June 2025 continued the positive trend seen in recent years, reflecting ongoing improvements in safety performance. As such, no overlay was applied. A number of initiatives were launched across the business (including Global Glass in FY25) to address safety performance. No overlay was applied Performance overlay The Board also considers: • If performance was aligned to Orora’s values. • If the Executive was proactive in overcoming challenges in the delivery of the final outcome. • What their individual contribution was to the Group performance. The Board considered how the executives achieved performance and was satisfied that the STI outcomes were appropriate, and no further performance overlay was necessary. No overlay was applied For personal use only
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DIRECTORS’ REPORT Remuneration report 74 ORORA LIMITED ANNUAL REPORT 2025 4.3. Group financial performance (total operations) The table below summarises the key indicators of Orora’s performance and relevant shareholder returns for the five years to 3 0 June 2025. The table below shows total operations of the Group including the OPS and Closures businesses which were divested during the FY25 financial year, and which are presented in the Financial Report as discontinued operation s. Financial summary for year ended 30 June 2025(A) 2024(B) 2023(B) 2022(B) 2021(B) EBIT ($m) 354.5 404.0 320.5 285.5 249.1 Dividends per ordinary share (cents) 10.0 10.0 17.5 16.5 14.0 Closing share price (as at 30 June) $1.89 $1.97 $3.29 $3.65 $3.33 EPS growth (%) (10.4%) (19.4%) 11.1% 28.2% (2.3%) NPAT ($m) 212.8 223.7 203.0 187.1 156.7 TSR (%)[C] (3.8%) (30.9%) (6.0%) 18.4% 32.6% Underlying operating cash flow ($m)[D] 310.1 397.0 269.9 272.6 246.0 RoAFE (%)[E] 10.0% 14.3% 21.8% 22.4% 19.9% (A) EBIT, NPAT, EPS growth and RoAFE exclude the impact of the after -tax significant item expense amount of $84.9 million recognised relating to restructuring activities undertaken in respect of the optimisation of Orora’s global glass network, and a net after-tax significant item benefit of $845.2 million relating to the divestment of the OPS and Closures businesses. Refer to note 1.2 of the financial statements for further detail. (B) EBIT, NPAT, EPS growth and RoAFE exclude the impact of the significant item income and expense items. Details of the signific ant items excluded from these measures, for each year in the table above, can be found in the relevant 202 1-2024 Annual Reports. (C) TSR is calculated as the change in share price for the financial year, plus dividends paid during the financial year, divided by the opening share price for the financial year. (D) Operating cash flow excludes cash significant items that are considered to be outside the ordinary course of operations and n on-recurring in nature but includes non-growth net capital expenditure. (E) RoAFE is calculated as Earnings Before Income and Tax (EBIT) excluding significant items divided by average funds employed. 4.4. Fixed Remuneration changes Reflecting in FY25 the overall performance of the Company, along with total compensation outcomes, the Board set the CEO and the CFO FR increases of 3.5% (inclusive of the increased Superannuation Guarantee rate effective 1 July 2025). In determining remuneration for executives, Orora considers market relativity, skills, experience and past performance. Remun eration is reviewed annually and approved by the Board. For Australia based executives, Orora uses ASX -listed companies of a simila r size (assessed by market capitalisation) and industry for comparison. For France based executives, Orora uses select peer groups o f companies of both size and industry characteristics for comparison. For FY26, on reviewing market data and considering the overall performance of the Company, the Board has decided that the Executive KMP will receive a FR increase of 3.5%, in line with general market increases. 4.5. Short-term incentive outcomes FY25 STI award An overview of Orora’s performance measures for FY25 and achievement against these measures can be found in Section 4.2. Oror a’s Earnings were between the threshold and target and asset management achieved the target set by the Board. After considering individual and business performance against the financial and non -financial targets set by the Board, and in addition a one-off bonus recognising their significant achievement of the OPS business sale equating to 25% of their FR, STI payments to Executive KMP were paid as per the table below. STI awarded[1] % of maximum STI opportunity forfeited Executive KMP STI ($) % of maximum STI opportunity[2] One-off bonus Total Cash ($) DSR ($) # of DSR Brian Lowe 740,479 52.4% 353,250 729,153 364,576 198,096 47.6% Shaun Hughes 292,984 49.1% 199,000 327,989 163,994 89,108 50.9% (1) The cash and DSR will be granted in September 2025. DSR allocations are determined based on the volume -weighted average price of the Company’s shares for the 20 trading days prior to 30 June 2025 ($1.84 per share). (2) The percentage of maximum STI excludes the additional one -off bonus. Including this one-off bonus, STI payments for the Executive KMP were paid out between 77% to 82% of their maximum STI opportunity. For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 75 STI award due to vest in FY25 and FY26 DSR awarded as part of the STI payment for the financial year ending 30 June 2022 vested in September 2024. The Board did not identify any performance or conduct factors that would warrant lapsing of unvested equity. Accordingly, the Board approved full vesting of the FY22 DSR. DSR awarded as part of the STI payment for the financial year ended 30 June 2023 are due to vest in September 2025. The Board did not identify any performance or conduct factors that would warrant lapsing of unvested equity. Accordingly, the Board approved full vesting of the FY23 DSR. For this equity to vest, the executive must remain employed until the vesting date (September 2025). 4.6. Long-term incentive outcomes FY25 LTI award Details of the Executive KMP LTI opportunity are: Executive KMP LTI as % of FR # of units granted Face value of grant[1] Performance hurdles associated with the grant Brian Lowe 100% 707,951 1,791,116 50% CAGR EPS with minimum RoAFE gateway of 9.0%. 50% Relative Total Shareholder Return (TSR). A one-year employment holding lock applies before vesting until 31 August 2028. Refer to Section 3.1 for further details. Shaun Hughes 70% 279,172 706,305 (1) Face value of grant reflects the share price at the date the award was granted. The awards for Brian Lowe and Shaun Hughes were granted on 19 November 2024 ($2.53 per share). LTI tested in FY25 and vesting in FY27 The FY23 grant was delivered as PR with a three-year performance period and an additional one-year employment holding lock for vesting. 50% of the PR are subject to the EPS hurdle with RoAFE gateway and 50% are subject to the RTSR hurdle with ATSR gateway. Refer to Section 6.3 for a more detailed explanation of the hurdles used and the vesting schedule. The performance period for the grant commenced on 1 July 2022 and concluded on 30 June 2025 and this grant is due to vest in August 2026 at the conclusion of the one-year holding lock. The results are outlined below: Performance hurdles and gateways Result over the performance period (1 July 2022 to 30 June 2025) Proportion eligible to vest at the end of the employment holding lock Proportion lapsed RoAFE gateway Achieved N/A EPS hurdle Partially achieved (5.1%) 63.7% 36.3% ATSR gateway Not achieved N/A RTSR hurdle Not achieved (10th percentile) 0% 100% As the performance hurdles were partially met, 31.8% of the FY23 LTI grant is eligible to vest in August 2026 at the end of the one-year employment holding lock. The FY23 LTI plan is the last to include an ATSR gateway as part of the RTSR performance hurdle. For personal use only
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DIRECTORS’ REPORT Remuneration report 76 ORORA LIMITED ANNUAL REPORT 2025 4.7. Total remuneration realised by Executive KMP during FY25 The table below summarises the remuneration realised by Executive KMP during the performance periods ended 30 June 202 4 and 30 June 2025. This table has been included to increase transparency and provide shareholders greater clarity around remuneration outcomes. This table differs from the statutory remuneration table in Section 6.2, which presents remuneration in accordance with accounting standards. Remuneration realised by Executive KMP for FY2 4 and FY25 is explained below. Remuneration component Description Fixed Remuneration (FR) • Comprises cash salary and contribution to retirement benefits for the relevant year. Cash Short-Term Incentive (STI) • Comprises the cash component of the STI earned in the relevant year which is paid after the issuance of the relevant financial year’s annual report. Deferred Share Rights (DSR) • Represents the value of DSR that were awarded as part of STI in previous years and vested in the relevant year. For 2025, this comprises the value of DSR awarded as part of the STI payment for the financial year ended 30 June 2022 that vested in September 2024. For 2024, this comprises the value of DSR awarded as part of the STI payment for the financial year ended 30 June 20 21 that vested in September 2023. Performance Rights (PR) • Represents the value of equity tested at the end of the performance period to 30 June and vesting is approved by the Board. For this equity to vest, the executive must remain employed until the vesting date (and to the end of any applicable employment hold ing lock periods). For 2025, this comprises the value of FY22 LTI that partially vested. For 2024, this comprises the value of FY21 LTI that vested. Executive KMP Year Fixed Remuneration Cash STI(1) Incentives realised Total remuneration Other(2) DSR[3] PR[4] SO[5] Brian Lowe 2025 1,401,633 729,153 - 199,656 175,256 - 2,505,698 2024 1,356,777 378,020 - 253,543 560,608 – 2,548,948 Shaun Hughes 2025 789,883 327,989 27,659 82,406 94,759 - 1,322,696 2024 764,277 152,119 - 72,782 302,498 – 1,291,676 (1) Includes the additional one-off bonus awarded to Executive KMP, equating to 25% of their FR (refer section 4.2). (2) Includes ongoing benefits and other allowances provided to Shaun Hughes as part of his relocation to France (refer section 6.6). (3) The value of DSR was calculated using the VWAP on the ASX for the 20 trading days up to and including the vesting date . The VWAP for the DSR award that tested during the period was $1.84 per share (2024: $1.99 per share). (4) The value of PR was calculated using the VWAP on the ASX for the five trading days up to and including the end of the perform ance period. The VWAP for 30 June 2025 was $1.86 per share (2024: $1.94 per share). (5) Represents the value of Share Options (SO). For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 77 5. Non-Executive Director remuneration The NED fee policy enables the Company to attract and retain high-quality Directors with relevant experience. The fee policy is reviewed annually by the HRC. In setting and reviewing NED fees, the HRC considers fees paid by comparable companies and the qualifications and experience necessary for the role, and provides recommendations to the Board. The Chairman receives a base fee (inclusive of superannuation) of $426,538. NED receive a base fee (inclusive of superannuation) of $215,118 for being a Director of the Board, and additional annual fees as listed below: • for chairing the Audit, Risk & Compliance Committee (ARCC): $25,000. • for chairing the HRC or Safety, Sustainability & Environment Committee (SSEC): $20,000. • where a NED is not a Chair of a Committee, but is a member of two Committees, being membership of the ARCC, HRC and/or SSEC: $20,000. No additional fees are payable to the Chair of the Board for membership of Committees or other NEDs if they are already remunerated for Chairing the ARCC, HRC or SSEC. No additional fees are paid for Chairing or membership of the Executive or Nomination Committees. The current NED aggregate fee limit is $1,900,000 as approved by shareholders at the 2015 Annual General Meeting. No increase was made to fixed-base fees or Committee fees, during the financial year ended 30 June 2025. A minor adjustment to superannuation for all NEDs was made in July 2025 to align with the increased Superannuation Guarantee rate effective 1 July 2025. NEDs do not receive performance-based remuneration and are not granted equity instruments by Orora as part of their remuneration. 6. Additional required disclosures 6.1. Remuneration governance The Board maintains overall accountability for the oversight of Orora’s remuneration approach for all Orora executives and NEDs, having regard to the recommendations made by the HRC. The HRC reviews and makes recommendations to the Board on NED and executive remuneration and at-risk remuneration policies for all Orora executives taking into account business strategy, corporate governance principles, market practice and stakeholder interests. More information on the Board’s role and Orora’s corporate governance policies for KMP (including minimum shareholding, share trading, and the prohibition of hedging or margin lending in respect of Orora securities) can be found on Orora’s website at: https://www.ororagroup.com/investors/policies-and-standards. During the reporting period, the HRC did not receive any remuneration recommendations (as defined by the Corporations Act 2001) from external consultants. For personal use only
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DIRECTORS’ REPORT Remuneration report 78 ORORA LIMITED ANNUAL REPORT 2025 6.2. Statutory remuneration disclosures Executive KMP remuneration Details of the Executive KMP remuneration prepared in accordance with statutory requirements and accounting standards during the reporting period are given in the table below. Short-term benefits Other[5] Executive KMP Year Base salary[1] Other benefits[2] Cash STI[3] Super- annuation Long service leave Share-based payments (DSR/PR/SO)[4] Relocation costs Social security contribution Total remuneration Performance related remuneration Brian Lowe 2025 1,419,481 51,212 729,153 29,932 20,559 908,988 - - 3,159,325 51.9% 2024 1,405,884 32,950 378,020 27,399 71,325 891,990 - - 2,807,568 45.2% Shaun Hughes[6] 2025 843,240 27,659 327,989 29,932 16,459 369,941 9,455 288,658 1,913,333 36.5% 2024 806,077 - 152,119 27,399 15,265 399,027 51,489 - 1,451,376 38.0% (1) The amount disclosed includes base salary and the movement in the short-term employee annual leave benefit. (2) Other benefits include costs associated with other short-term employment benefits, inclusive of any fringe benefits tax. The amounts included for Shaun Hughes represent ongoing benefits and other allowances provided as part of his relocation to France (refer section 6.6). (3) Includes the additional one-off bonus awarded to Executive KMP, equating to 25% of their FR (refer section 4.2). (4) The value of the share-based payments represents the accounting fair value of restricted shares, options, rights and performance rights granted, collectively referred to as the ‘grants’. In accordance with the Accounting Standards, the accounting fair value of the grants is recognised proportionally over the grant’s performance period. The amounts above represent management’s best estimate, at the date of this report, of the likelihood that the performance conditions of the grants being met and will therefore vest, at which point the Executive KMP will be entitled to receive the share-based payment. If the performance conditions are not met, the Executive KMP will not be entitled to the share-based payment. (5) The amount included in "Other" represents payments made in respect of Shaun Hughes' relocation assignment to France and additional French social security contributions. French social security charges apply due to the absence of a social security treaty between France and Australia, the amounts presented in the table are those payable by the employee. In accordance with the Company's policy, the employee social security contribution is covered by the Company on Shaun Hughes' behalf and in addition to this amount the company made employer social security contributions in France of $578,164. See section 6.6 for further details on Shaun Hughes' expatriate arrangements. While French tax charges must be reported in the remuneration report, Shaun Hughes receives no personal tax benefit of these amounts and pays the equivalent tax to what he would have paid had he not been in France. (6) The comparative period remuneration for Shaun Hughes has been restated for current period presentation. This includes adjusting leave balances to exclude oncosts as they are no longer applicable whilst he is relocated in France. NED remuneration Details of the NED remuneration during the reporting period are given in the table below. NED Year Base and Committee fees Superannuation benefits Total remuneration Rob Sindel 2025 396,606 29,932 426,538 2024 396,606 27,399 424,005 Michael Fraser 2025 210,868 24,250 235,118 2024 210,868 23,196 234,064 Tom Gorman 2025 235,118 – 235,118 2024 234,064 – 234,064 Sarah Hofman[1] 2025 215,372 24,768 240,140 2024 71,791 7,897 79,688 Jacqueline McArthur[2] 2025 47,996 5,520 53,516 2024 – – – Claude-Alain Tardy[3] 2025 235,118 – 235,118 2024 135,608 – 135,608 Abi Cleland[4] 2025 52,717 6,062 58,779 2024 210,868 23,196 234,064 Sam Lewis[5] 2025 – – – 2024 161,576 19,748 181,324 (1) Sarah Hofman was appointed as a Director on 1 March 2024. The remuneration for 2024 represents the period 1 March 2024 to 30 June 2024. (2) Jacqueline McArthur was appointed as a Director on 1 April 2025. The remuneration for 2025 represents the period 1 April 2025 to 30 June 2025. (3) Claude-Alain Tardy was appointed as a Director on 4 December 2023. The remuneration for 2024 represents the period from 4 December 2023 to 30 June 2024. (4) Abi Cleland retired as a Director on 30 September 2024. The remuneration for 2025 represents the period from 1 July 2024 to 30 September 2024. (5) Sam Lewis retired as a Director on 1 April 2024. The remuneration for 2024 represents the period from 1 July 2023 to 1 April 2024. For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 79 6.3. Terms of equity grants Performance Rights granted from FY22 The awards from FY22 were granted consistent with the terms described in Section 3.1. Performance Rights subject to an EPS hurdle must first meet a minimum RoAFE gateway to vest. RoAFE is calculated as EBIT excluding significant items divided by the average funds employed in each financial year at the 30 June testing date. EPS measures the earnings generated by the Group attributable to each Orora share. EPS is calculated based on the net profit after tax (NPAT) excluding significant items calculated on a constant currency basis for the relevant financial year divided by the weighted average number of Orora shares on issue. The growth in the Group’s EPS over the relevant performance period will be calculated as the increase in EPS over the base EPS (the normalised EPS outcome for the previous financial year). The compound growth in EPS will be expressed as a cumulative percentage. As reported in the FY24 Remuneration Report, baseline EPS numbers for the FY23 and FY24 LTI plans were adjusted following the acquisition of Saverglass. In FY25, following the sale of the OPS and Closures businesses, the Board adjusted the base EPS and reset the RoAFE gateway for the three on foot LTI plans. These adjustments were made to reflect the performance of the continuing businesses, ensure there is no material advantage or disadvantage to executives, align with shareholder expectations, and sustain executive motivation in delivering the Group’s revised strategy and focus as a primary glass and cans packaging business. Rebasing was undertaken to maintain the relevance and comparability of the EPS performance measure, with the exclusion of the OPS and Closures businesses' financial contribution resulting in a more accurate reflection of the Group’s ongoing earnings capacity. This approach preserves the integrity of incentive targets and ensures continued alignment with the reshaped business and its long-term strategy. The table below outlines the combined FY24 and FY25 adjustments to base EPS and the reset RoAFE gateway for the three ongoing LTI plans, reflecting the continuing businesses. No other changes were made to the performance hurdles for the FY23, FY24 and FY25 LTI plans. If the RoAFE gateway is not met in the relevant performance period, all PR subject to the EPS hurdle will lapse. If the RoAFE gateway is met, the PR subject to the EPS hurdle will vest in accordance with the vesting schedule below. RTSR measures the growth in the Group’s share price together with the value of dividends declared and paid or any other returns of capital during the performance period against companies ranked 50 to 150 on the S&P/ASX index as at the start of the performance period. The share price used to calculate the TSR of the Group and each of the comparator companies for the performance period will be measured as follows: • the opening share price is the VWAP on the ASX for the final 20 trading days of the previous financial year for PR granted from FY23. • the closing share price is the VWAP on the ASX for the final 20 trading days of the performance period. For the FY24 LTI grant, the Board simplified the LTI plan by removing the ATSR gateway. For the FY23 plan, PR subject to the RTSR hurdle must first meet a minimum ATSR gateway to vest. The ATSR gateway is a condition that Orora’s TSR over the performance period must not be negative. If the ATSR gateway is not met in the relevant performance period, all PR subject to the RTSR hurdle will lapse. If the ATSR gateway is met, the PR subject to the RTSR hurdle will vest in accordance with the vesting schedule below. % CAGR in EPS over performance period % of PR subject to EPS hurdle that will vest RTSR over performance period % of PR subject to RTSR hurdle that will vest Below 4% 0% Below 50th percentile 0% 4% 50% 50th percentile 50% Between 4% and 8% Pro-rata straight line vesting will occur between 50% and 100% Between 50th and 75th percentile Pro-rata straight line vesting will occur between 50% and 100% 8% or higher 100% 75th percentile or higher 100% Orora engages the services of an independent external provider to calculate TSR performance. The Board has the discretion to change or modify the gateways and hurdles associated with the plan at the time of grant. FY23 LTI grant Base EPS changes from 19.9 to 9.4 cents. RoAFE gateway reduces from 15% to 8.5% FY24 LTI grant Base EPS changes from 22.2 to 9.1 cents. RoAFE gateway reduces from 15% to 8.75% FY25 LTI grant Base EPS changes from 17.9 to 8.7 cents. RoAFE gateway reduces from 12% to 9% For personal use only
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DIRECTORS’ REPORT Remuneration report 80 ORORA LIMITED ANNUAL REPORT 2025 6.4. Options and Rights over equity instruments The table below shows the DSR, PR and Share Options (SO) held by Executive KMP during the reporting period. Any rights that vest will automatically be exercised at no cost on or around the time that Orora notifies the participant of vesting. During the period no share options vested nor were any exercised by the Executive KMP. Type of equity Grant date Number granted First date exercisable Expiry date Vested Lapsed Unvested Fair value at grant Exercise price Number % Number % Number Brian Lowe[1] DSR 30/08/2024 94,699 01/09/2026 01/09/2026 – – – – 94,699 $2.31 – DSR 01/09/2023 85,598 01/09/2025 01/09/2025 – – – – 85,598 $3.29 – DSR 06/10/2022 108,485 01/09/2024 01/09/2024 108,485 100% – – - $3.02 – PR 19/11/2024 707,951 31/08/2028 01/09/2028 - - - - 707,951 $1.94 - PR 01/12/2023 422,600 31/08/2027 01/09/2027 – – – – 422,600 $1.51 – PR 20/10/2022 361,413 31/08/2026 01/09/2026 – – – – 361,413 $1.76 – PR 05/11/2021 273,847 31/08/2025 31/08/2025 – – – – 273,847 $2.27 – PR 28/10/2020 339,147 30/08/2024 01/09/2024 288,274 85% 50,873 15% - $1.81 – SO 22/10/2018 244,500 30/08/2022 30/08/2027 199,512 82% 44,988 18% – $0.38 $3.58 Shaun Hughes DSR 30/08/2024 38,107 01/09/2026 01/09/2026 - - - - 38,107 $2.31 - DSR 01/09/2023 34,386 01/09/2025 01/09/2025 – – – – 34,386 $3.29 – DSR 06/10/2022 44,776 01/09/2024 01/09/2024 44,776 100% – – - $3.02 – PR 19/11/2024 279,172 31/08/2028 01/09/2028 - - - - 279,172 $1.94 - PR 01/12/2023 166,656 31/08/2027 01/09/2027 – – – – 166,656 $1.51 – PR 05/10/2022 142,282 30/06/2026 01/09/2026 – – – – 142,282 $1.88 – PR 30/09/2021 148,066 30/06/2025 01/09/2025 – – – – 148,066 $1.99 – PR 06/11/2020 183,000 30/06/2024 01/09/2024 155,550 85% 27,450 15% - $1.78 – (1) Brian Lowe was appointed Managing Director and Chief Executive Officer effective 1 October 2019 and was designated a KMP from this date. Grants prior to this date relate to his previous roles. 6.5. Shareholdings To strengthen alignment of the interests of Orora’s executives and NEDs with shareholders, there is a minimum shareholding requirement (MSR). Executive KMP shareholdings The CEO and other executives are required to build and maintain a shareholding equivalent to 100% and 50% of FR respectively within six years of their appointment. Once the relevant MSR has been attained, executives must not dispose of Orora equity granted as incentive on or after 1 January 2014, where it will result in them holding less than the MSR. Executive Balance on 1 July 2024 Received on exercise of grant Shares acquired during reporting period Shares disposed of during reporting period Closing balance on 30 June 2025 Value of total holdings as a % of FR Brian Lowe 1,291,486 396,759 - (150,000) 1,538,245 202.5% Shaun Hughes 137,329 200,326 - - 337,655 81.7% For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 81 Non-Executive Director shareholdings The Board Charter specifies that, amongst other things, Non-Executive Directors will be expected to purchase Orora shares (at times when they are permitted to trade) to achieve a shareholding equivalent in value to one year’s base fee remuneration within five years of joining the Board, or as otherwise determined by the Board in accordance with the Board Charter, and maintain at least that level of shareholding throughout their tenure. Existing NED are expected to achieve this shareholding going forward and maintain it throughout their tenure. NED Balance on 1 July 2024 Shares acquired during reporting period Shares disposed of during reporting period Closing balance on 30 June 2025 Value of total holdings as a % of base fees[1] Rob Sindel 194,902 - - 194,902 91.4% Michael Fraser 76,569 88,431 - 165,000 145.6% Tom Gorman 78,000 25,000 - 103,000 81.5% Sarah Hofman 10,000 20,000 - 30,000 25.9% Jacqueline McArthur [2] - - - - - Claude-Alain Tardy 40,000 42,269 - 82,269 65.1% Abi Cleland [3] 191,656 - - 191,656 169.1% (1) Due to recent share price volatility, Rob Sindel and Tom Gorman plan to achieve 100% of base fees in accordance with the Board Charter, when the trading window permits. (2) Jacqueline McArthur was appointed as a Director on 1 April 2025. (3) Abi Cleland retired as a Director on 30 September 2024. The shareholding presented above represents shares held by Ms Cleland at the date of her retirement. 6.6. Executive KMP service agreements The details of the contract terms for the Executive KMP are disclosed: Type of contract Permanent ongoing Notice period Six months Termination payment Greater of amount payable required by law and payments in lieu of notice (total termination payment must not exceed 12 months’ FR) CFO expatriate agreement To support the integration of the Saverglass business, the Board determined that it was critical for the CFO to relocate to France for a maximum of two years ending on 30 June 2026. This assignment is in the best interests of shareholders, ensuring that we align global initiatives, whilst identifying operational and strategic synergies in line with our financial reporting requirements. Orora provides the following expatriate arrangements, aligned with global mobility market practices: • Immigration and relocation support, motor vehicle provisions, temporary accommodation and health insurance. • Tax equalisation policy: Remuneration packages are structured to ensure executives’ pay tax equivalent to their home country obligations, with the Company bearing any incremental costs associated with host-country taxation. While regulations require the tax to be reported in the remuneration report, Shaun Hughes receives no personal tax benefit from this figure and pays the equivalent tax to what he would have paid had he not been in France. • In the absence of a social security treaty between France and Australia, French social security charges apply. In accordance with the Company’s policy, the employee social security contribution is covered by the Company on Shaun Hughes' behalf. • These amounts are captured under “Other” in the statutory remuneration disclosures table in Section 6.2. The Board considers these costs as a strategic business investment supporting the integration of Saverglass operations. 6.7. Transactions with KMP No other transactions occurred between KMP and the Group during the reporting period. 6.8. Loans to KMP or related parties No loans to KMP or related parties were provided during the reporting period. For personal use only
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DIRECTORS’ REPORT Directors’ declaration 82 ORORA LIMITED ANNUAL REPORT 2025 This Directors’ report is made in accordance with a resolution of the Directors. A R Sindel Chair 14 August 2025 For personal use only
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Auditor’s independence declaration ORORA LIMITED ANNUAL REPORT 2025 83 For personal use only
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Financial Report 84 ORORA LIMITED ANNUAL REPORT 2025 This is the financial report of Orora Limited (the Company) and its subsidiaries (collectively referred to as the Group). The financial report has been prepared in a style that attempts to make the report less complex and more relevant to shareholders. The note disclosures have been grouped into sections with each section also including details of the accounting policies applied in producing the relevant note, along with details of any key judgements and details of any key judgements and estimates used. Notes to the financial statements provide information required by statute, accounting standards or ASX Listing Rules to explain a particular feature of the financial statements. The notes which follow also provide explanation and additional disclosures to assist readers in their understanding and the interpretation of the Annual Report and the financial statements. In this section FINANCIAL STATEMENTS Financial statements 84 Income statement 85 Statement of comprehensive income 86 Statement of financial position 87 Statement of changes in equity 88 Cash flow statement 89 NOTES TO THE FINANCIAL STATEMENTS Notes to the financial statements 91 Results for the year 94 1.1 Segment results 94 1.2 Significant items 97 1.3 Earnings Per Share (EPS) 99 1.4 Income 100 1.5 Operating costs 100 Capital structure and financing 102 2.1 Capital management 102 2.2 Dividends 103 2.3 Net debt 104 2.4 Equity 108 Assets and liabilities 112 3.1 Trade and other receivables 112 3.2 Inventories 113 3.3 Trade and other payables 114 3.4 Other assets 114 3.5 Property, plant and equipment 115 3.6 Leases 116 3.7 Intangible assets 120 3.8 Impairment of non-financial assets 121 3.9 Provisions 124 Income tax 128 4.1 Income tax expense 128 4.2 Deferred tax balances 128 Financial risk management 131 5.1 Derivative financial instruments 131 5.2 Market risks 136 5.3 Credit risk 140 5.4 Liquidity and funding risk 141 Group structure 143 6.1 Business divestments 143 6.2 Saverglass acquisition 145 6.3 Principal subsidiary undertakings and investments 147 6.4 Orora Employee Share Trust 147 Other notes to the financial statements 148 7.1 Share-based compensation 148 7.2 Auditors’ remuneration 151 7.3 Commitments and contingent liabilities 151 7.4 Orora Limited 153 7.5 Deed of Cross Guarantee 155 7.6 Related party transactions 157 7.7 Key Management Personnel 157 7.8 New and amended accounting standards and interpretations 158 For personal use only
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Income statement FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 ORORA LIMITED ANNUAL REPORT 2025 85 Restated $ million Note 2025 2024(1) Continuing Operations Sales revenue 1.1 2,090.2 1,679.9 Cost of sales (1,607.5) (1,295.2) Gross profit 482.7 384.7 Other income 1.4 18.2 3.4 Sales and marketing expenses (32.9) (19.2) General and administration expenses (205.9) (129.5) Other expenses (2) 1.2 (117.9) (40.4) Profit from operations 144.2 199.0 Finance income 1.4 6.2 12.6 Finance expenses 1.5 (73.5) (81.5) Net finance costs (67.3) (68.9) Profit before related income tax expense 76.9 130.1 Income tax expense 4.1 (10.7) (40.5) Profit from operations 66.2 89.6 Discontinued Operations Profit from discontinued operations, net of tax 6.1 906.9 95.6 Profit for the financial period attributable to the owners of Orora Limited 973.1 185.2 Cents Cents Earnings per share for profit from continuing operations attributable to the ordinary equity holders of Orora Limited Basic earnings per share 1.3 5.0 7.2 Diluted earnings per share 1.3 5.0 7.1 Earnings per share for profit attributable to the ordinary equity holders of Orora Limited Basic earnings per share 1.3 73.4 14.8 Diluted earnings per share 1.3 72.9 14.7 During the period the Group completed the sale of its aluminium closures operation located in Adelaide, South Australia and the North American packaging solutions business (OPS). Accordingly, the financial results and divestment of these operations are presented separately as discontinued operations within this income statement and the comparative period has been restated to reflect the current period presentation. Refer to note 6.1 for further details. (1) The comparative period income statement includes seven months of earnings from Saverglass SAS Group ( Saverglass) which was acquired on 1 December 2023 and has been restated where required for consistency with current period presentation. Refer to note 6.2 for further details. (2) Other expenses in the current period include amounts recognised in respect of a restructure of the Gawler Glass operations in Australia and the official closure of a furnace at the Le Havre site in France (2024: the amounts recognised reflect transaction costs incurred to acquire Saver glass). Refer to note 1.2 for further details. The above income statement should be read in conjunction with the accompanying notes. For personal use only
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Statement of comprehensive income FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 86 ORORA LIMITED ANNUAL REPORT 2025 $ million Note 2025 2 024 Profit for the financial period 973.1 185.2 Other comprehensive income/(expense) Items that may be reclassified to profit or loss: Cash flow hedge reserve Unrealised (loss)/gain on cash flow hedges 2.4.2 (15.7) 13.7 Realised gains transferred to profit or loss 2.4.2 (11.3) (2.2) Income tax relating to these items 7.1 (2.6) Exchange fluctuation reserve Exchange differences on translation of foreign operations 104.4 (85.5) Net investment hedge of foreign operations (36.9) 8.0 Net investment hedge reclassified to profit or loss on disposal of foreign operation 2.4.2, 6.1 31.6 - Tax effect 9.2 - 88.4 (68.6) Items that will not be reclassified to profit or loss: Remeasurement of defined benefit liability, net of tax 3.9 (1.5) - Other comprehensive income/(loss) for the financial period, net of tax 86.9 (68.6) 1,060.0 116.6 Continuing operations 170.8 26.0 Discontinued operations 6.1 889.2 90.6 1,060.0 116.6 Total comprehensive income for the financial period attributable to the owners of Orora Limited Total comprehensive income for the financial period attributable to the owners of Orora Limited arises from: The above statement of comprehensive income should be read in conjunction with the accompanying notes. For personal use only
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Statement of financial position AS AT 30 JUNE 2025 ORORA LIMITED ANNUAL REPORT 2025 87 $ million Note 2025 2024 Current assets Cash and cash equivalents 2.3 257.4 274.7 Trade and other receivables 3.1 342.1 695.9 Inventories 3.2 680.4 905.0 Derivatives 5.4 2.1 2.5 Other current assets 3.4 40.0 56.6 Total current assets 1,322.0 1,934.7 Non-current assets Property, plant and equipment 3.5 1,773.8 1,756.9 Right-of-use assets 3.6 134.2 345.9 Deferred tax assets 4.2 49.8 43.4 Goodwill and intangible assets 3.7 1,482.0 1,732.3 Derivatives 5.4 0.2 24.2 Other non-current assets 3.4 86.1 155.3 Total non-current assets 3,526.1 4,058.0 Total assets 4,848.1 5,992.7 Current liabilities Trade and other payables 3.3 625.5 946.6 Borrowings 2.3 3.0 6.1 Lease liabilities 2.3, 3.6 25.3 98.7 Derivatives 5.4 62.4 4.9 Current tax liabilities 47.8 30.6 Provisions 3.9 169.7 131.7 Total current liabilities 933.7 1,218.6 Non-current liabilities Other payables 3.3 49.8 15.5 Borrowings 2.3 482.8 1,992.3 Lease liabilities 2.3, 3.6 142.2 320.8 Derivatives 5.4 3.1 0.9 Deferred tax liabilities 4.2 227.8 240.1 Provisions 3.9 112.1 112.8 Total non-current liabilities 1,017.8 2,682.4 Total liabilities 1,951.5 3,901.0 NET ASSETS 2,896.6 2,091.7 Equity Contributed equity and treasury shares 2.4.1 1,160.4 1,279.5 Reserves 2.4.2 50.7 98.4 Retained earnings 2.4.3 1,685.5 713.8 TOTAL EQUITY 2,896.6 2,091.7 The above statement of financial position should be read in conjunction with the accompanying notes. For personal use only
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Statement of changes in equity FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 88 ORORA LIMITED ANNUAL REPORT 2025 $ million Note Contributed equity and tr easury shares Cash flow hed ge reserve Share- based pa yment reserve Demerger reserve Exchange fluctuation re serve Retained earnings Balance at 1 July 2023 (38.8) 8.9 13.1 132.9 12.6 671.5 800.2 2.4.3 - - - - - 1 85.2 185.2 Other comprehensive income/(expense): 2.4.2 - 1 3.7 - - - - 13.7 2.4.2 - ( 2.2) - - - - (2.2) - - - - (77.5) - ( 77.5) Deferred tax - (2.6) - - - - (2.6) Total other comprehensive income/(expense) - 8.9 - - (77.5) - ( 68.6) 2.4.2 - ( 1.3) - - - - (1.3) Contributions of equity, net of transaction costs 2.4.1 1,319.5 - - - - - 1, 319.5 2.4.1 (7.1) - - - - - ( 7.1) 2.4.1 5.9 - ( 5.9) - - - - Share-based payment expense 7.1 - - 6.7 - - - 6.7 Dividends paid 2.2 - - - - - ( 142.9) (142.9) 1,279.5 16.5 13.9 132.9 (64.9) 713.8 2,091.7 Attributable to owners of Orora Limited Total equity Unrealised gain on cash flow hedges Realised gains transferred to profit or loss Net profit for the financial period Balance at 30 June 2024 Exchange differences on translation of foreign operations Purchase of treasury shares Settlement of options and performance rights Transactions with owners in their capacity as owners: Realised gain transferred to non-financial assets, net of tax 2.4.3 - - - - - 973.1 973.1 Other comprehensive income/(expense): 2.4.2 - (15.7) - - - - (15.7) 2.4.2 - (11.3) - - - - (11.3) - - - - 99.1 - 99.1 Remeasurement of defined benefit liability 3.9 - - - - - (2.0) (2.0) Deferred tax - 7.1 - - 9.2 0.5 16.8 Total other comprehensive income/(expense) - (19.9) - - 108.3 (1.5) 86.9 2.4.2 - 0.1 - - - - 0.1 Share buyback 2.4.1 (126.8) - - - - - (126.8) Transfer of demerger reserve to retained earnings (1) - - - (132.9) - 132.9 - 2.4.1 7.7 - (7.6) - - 0.1 Share-based payment expense 7.1 - - 4.3 - - - 4.3 Dividends paid 2.2 - - - - - (132.8) (132.8) 1,160.4 (3.3) 10.6 - 43.4 1,685.5 2,896.6 Balance at 30 June 2025 Exchange differences on translation of foreign operations Settlement of options and performance rights Transactions with owners in their capacity as owners: Realised losses transferred to non-financial assets, net of tax Unrealised loss on cash flow hedges Realised gains transferred to profit or loss Net profit for the financial period (1) During the period, the demerger reserve of $132.9 million was transferred to retained earnings. The demerger reserve was recognised as the result of an internal restructure that occurred in December 2013 under Amcor Limited’s (Amcor) ownership, immediately prior to the Group’s demerger from Amcor and its listing on the Australian Stock Exchange. The demerger reserve represented the difference between the consideration paid by Orora and th e assets and liabilities acquired, which were recognised at their carrying value under a common control transaction. The above statement of changes in equity should be read in conjunction with the accompanying notes. For personal use only
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Cash flow statement FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 ORORA LIMITED ANNUAL REPORT 2025 89 Restated $ million Note 2025 2024(1) Cash flows from/(used in) operating activities Profit for the financial period from operations 66.2 89.6 Depreciation and amortisation of property, plant and equipment 1.5 114.2 86.9 Amortisation of right-of-use assets 1.5 22.7 12.7 Amortisation of intangible assets 1.5 19.8 11.8 Net finance costs 67.3 68.9 Net loss on disposal of non-current assets 0.5 0.1 Fair value (gain)/loss on financial instruments at fair value through income statement (7.6) 0.2 Restructuring and asset impairment (non-cash significant item expense) 1.2 117.9 - Share-based payment expense 7.1 4.3 6.7 Other asset amortisation, net impairment losses and other sundry items (6.8) 15.0 Income tax expense 10.7 40.5 Operating cash inflow before changes in working capital and provisions 409.2 332.4 - (Increase)/decrease in trade and other receivables 4.2 25.6 - (Increase)/decrease in inventories (15.2) (11.3) - (Increase)/decrease in prepayments and other operating assets (5.8) (9.8) - Increase/(decrease) in trade and other payables 74.5 (4.9) - Increase/(decrease) in provisions 0.5 (65.4) 467.4 266.6 Interest received 6.1 12.6 Interest and finance costs paid (76.9) (72.5) Income tax paid (19.6) (26.3) Net cash inflow from continuing operating activities 377.0 180.4 Net cash flows (used in)/from discontinued operating activities 6.1 (4.3) 207.2 Net cash inflow from operating activities 372.7 387.6 Cash flows from/(used in) investing activities Repayment of amounts provided to associated companies and other persons 1.2 1.0 Government grant received 3.2 4.4 Payments for acquisition of controlled entities and businesses, net of cash acquired 6.2 - (2,158.8) Payments for property, plant and equipment and intangible assets (266.6) (233.7) Proceeds on disposal of non-current assets 0.5 - Net cash flows used in continuing investing activities (261.7) (2,387.1) Net cash from/(used in) discontinued investing activities (2) 6.1 1,768.3 (10.2) Net cash flows from/(used in) investing activities 1,506.6 (2,397.3) Cash flows from/(used in) financing activities Proceeds from issue of shares, net of transaction costs 2.4.1 - 1,319.5 Share buyback 2.4.1 (126.8) - Payments for treasury shares 2.4.1 - (7.1) Proceeds from borrowings (3) 117.5 1,301.1 Repayment of borrowings (1,327.3) - Principal lease repayments (28.4) (17.8) Dividends paid and other equity distributions 2.2 (132.8) (142.9) Net cash flows (used in)/from continuing financing activities (1,497.8) 2,452.8 Net cash flows used in discontinued financing activities 6.1 (412.9) (220.0) Net cash flows (used in)/from financing activities (1,910.7) 2,232.8 Net (decrease)/increase in cash held (31.4) 223.1 Cash and cash equivalents at the beginning of the financial period 274.7 58.4 Effects of exchange rate changes on cash and cash equivalents 14.1 (6.8) Cash and cash equivalents at the end of the financial period (4) 2.3 257.4 274.7 Footnotes relevant to the cash flow statement are provided on the following page. For personal use only
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Cash flow statement FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 90 ORORA LIMITED ANNUAL REPORT 2025 During the period the Group completed the sale of its aluminium closures operation located in Adelaide, South Australia and the North American packaging solutions business (OPS). Accordingly, the cash flows pertaining to these businesses and the divestment of these operations are presented separately as discontinued within this cash flow statement and the comparative period has been restated to reflect the current period presentation. Refer to note 6.1 for further details. (1) The cash flow statement for the comparative period includes seven months of cash flows from Saverglass which was acquired on 1 December 2023. Net operating cash flows include $35.3 million of transactions costs paid. (2) In the comparative period cash flows from investing activities for discontinued operations includes $14.1 million of proceeds received on final settlement, net of payments, relating to the sale of the Australasian Fibre business. Further details regarding the sale of the Australasian Fibre business can be found in the 2022, 2021 and 2020 Annual Reports. (3) Short-term draw downs and repayments of facilities are presented net within the financing activities of the cash flow statement. (4) For the purpose of the cash flow statement, cash and cash equivalents includes cash on hand and at bank and short -term money market investments, net of outstanding bank overdrafts. Refer to note 2.3 for details of the financing arrangements of the Group. The above cash flow statement should be read in conjunction with the accompanying notes. For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 ORORA LIMITED ANNUAL REPORT 2025 91 About this report Orora Limited (the Company) is a for-profit entity for the purposes of preparing this financial report and is domiciled in Australia. The Company and its subsidiaries (collectively referred to as the Group) are primarily involved in the sustainable manufacture and supply of beverage packaging products including glass bottles and beverage cans. This financial report is a general purpose financial report which: • has been prepared in accordance with Australian Accounting Standards (AASBs), including Australian Accounting Interpretations adopted by the AASB, and the Corporations Act 2001. The financial report of the Group also complies with International Financial Reporting Standards (IFRSs) and Interpretations as issued by the International Accounting Standards Board (IASB); • has been prepared under the historical cost basis except for financial instruments which have been measured at fair value. Non–derivative financial instruments are measured at fair value through the income statement; • is presented in Australian dollars with values rounded to the nearest $100,000 unless otherwise stated, in accordance with the ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191; • presents reclassified comparative information where required for consistency with the current period presentation; • adopts all new and amended Accounting Standards and Interpretations issued by the AASB that are relevant to the operations of the Group and effective for reporting periods beginning on or after 1 July 2024 (refer to note 7.8); • does not early adopt any Accounting Standards and Interpretations that have been issued or amended, but are not yet effective; and • has applied Group accounting policies consistently to all periods presented. This general purpose financial report for the Group for the year ended 30 June 2025 was authorised for issue in accordance with a resolution of the Directors on 14 August 2025. The Directors have the power to amend and reissue the financial report. Basis of consolidation The consolidated financial statements comprise the financial statements of the Company and its controlled entities. Details of the controlled entities (subsidiaries) of the Company are contained in note 6.3. The financial statements of subsidiaries are included in the consolidated financial statements from the date that the Group obtains control until the date that control ceases. The subsidiary financial statements are prepared for the same reporting period as the parent company, using consistent accounting policies and all balances and transactions between entities included within the Group are eliminated. The acquisition of subsidiaries is accounted for using the acquisition method of accounting when control is obtained by the Group. Foreign currency Items included in the financial statements of each of the entities included within the Group are measured using the currency of the economic environment in which the entity primarily generates and expends cash (the ‘functional currency’). These financial statements are presented in Australian dollars, which is the functional and reporting currency of the Company, Orora Limited. Transactions in foreign currencies are initially recorded in the functional currency of the entity using the exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the balance sheet date. Foreign exchange gains and losses arising from the translation of the monetary assets and liabilities, or from the settlement of foreign currency transactions, are recognised in the income statement, except when deferred in equity as qualifying cash flow hedges or net investment hedges. The amounts deferred in equity in respect of cash flow hedges are recognised in the income statement when the hedged item affects profit or loss and for net investment hedges when the investment is disposed of. As at the reporting date, the assets and liabilities of entities within the Group that have a functional currency different from the presentation currency are translated into Australian dollars at the rate of exchange at the balance sheet date and the income statements are translated at the average exchange rate for the year. The exchange differences arising on the balance sheet translation are taken directly to a separate component of equity in the Exchange Fluctuation Reserve. Judgements and estimates The preparation of the financial statements requires management to exercise judgement in applying the Group’s accounting policies. It also requires the use of estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. The areas involving a higher degree of judgement or complexity are set out below and in more detail in the related notes: Note Note 3.6 Leases Note 3.8 Impairment of non-financial assets Note 3.9 Provisions Section 4 Income tax Note 5.1 Derivative financial instruments Note 6.1 Business divestments Note 6.2 Saverglass acquisition Note 7.3 Commitments and contingent liabilities Other accounting policies Significant and other accounting policies that summarise the measurement basis used, and which are relevant to an understanding of the financial statements, are provided throughout the notes to the financial statements. For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 92 ORORA LIMITED ANNUAL REPORT 2025 Climate change The Group's current strategy to manage climate-related risks and opportunities is underpinned by Orora's Climate Change and Circular Economy pillars of the Group’s Sustainability strategy, ‘Our Promise to the Future’. This strategy focuses on reducing gross greenhouse gas emissions across the Group and investing in low emissions technologies and renewable energy sources, as well as maximising the recycled content of our products to ensure they can be continually recycled to reduce greenhouse gas emissions. With the divestment of the Orora Packaging Solutions business (refer to note 6.1) and the transition of the Group to a focused beverage packaging operation the Group’s sustainability program has changed and emission reduction targets for Scope 1 and 2 reset to reflect this, including setting emission reduction targets for each businesses as well as Scope 3 emission reductions. The Group has committed to achieve net zero greenhouse gas emissions by 2050 for Scope 1 and 2 emissions and a 41% reduction by FY35, both from a FY19 baseline, and 31% Scope 3 emissions reduction by FY35, from a FY25 baseline. The emission targets for the Group’s Global Glass business include a 60% reduction in the intensity of ratio of kilograms of emissions per tonne of packed glass produced and a 32% reduction in Scope 3 emissions, both by FY35 from a FY19 baseline. The targets set also include a 68% recycled content for coloured glass beverage containers. The Group’s Orora Cans business sustainability targets include an 80% total recycled content in aluminium cans by FY30, a 50% reduction in Scope 1 and 2 emissions by FY35 from a baseline of FY19 and 30% reduction in Scope 3 emissions by FY35 from a FY25 baseline. During the period, Orora completed the commissioning of the G3 oxyfuel furnace located at Gawler, Australia reducing Scope 1 and 2 emissions and energy use from the furnace by approximately 30%, including an expansion of the Group’s cullet sourcing program in Australia. Within the cans business the recycled content of aluminium beverage cans reached 78% with the business focusing on responsible sourcing of recycled content from suppliers. The business also continues to make progress on the complex exercise of reducing the weight of three different can size formats. Looking forward Orora has established a long-term network-wide furnace rebuild program increasing electric energy use and increase cullet usage to further drive greenhouse gas emission reductions, in addition to working with industry partners to assess the potential use of low carbon furnaces and fuels. The Group is also looking to increase renewable energy with the use of Power Purchase Agreements and expand the supplier responsible sourcing program focusing on aluminium flat sheet recycled content and supplier renewable energy use profiles. The known estimates and approved cash flows required to execute these activities, and other initiatives identified by the Group in managing climate-related risks and opportunities, have been incorporated into the forecast cash flows when assessing the carrying value of the Group's assets, the financial implications of which will be considered and built into future cash flow assumptions. Any change to the Group's strategy around climate change and the circular economy could impact these forecasts and assumptions. Future changes in the Group's climate change strategy, global regulatory requirements and expectations of customers, investors and the communities the Group operates within may impact the Group's significant judgements and estimates and may result in changes to the financial results and the carrying values of certain assets and liabilities in future reporting periods. Orora will continue to develop reporting plans and quantitative analysis around the Group’s climate change strategy, including compliance with the amendments to the Corporations Act 2001 (Cth) relating to the inclusion of mandatory Australian Accounting Standards Board Climate-related disclosures for FY26. Current period events Dividend During the financial year, the Group paid an unfranked FY24 final dividend of $67.1 million at 5.0 cents per ordinary share and an unfranked FY25 interim dividend of $65.7 million at 5.0 cents per ordinary share. Since 30 June 2025 the Directors have determined a final dividend for FY25 of $64.1 million, unfranked, of 5.0 cents per ordinary share. Refer to note 2.2 for further details. Share buyback On 10 December 2024, the Group announced an on-market share buyback of up to 10% of the total issued share capital. This represents approximately 134.3 million shares. During the period, 62,119,306 ordinary shares were purchased on-market through the share buyback for a total value of $126.8 million. Refer to note 2.4. North American packaging solutions business sale On 12 December 2024, the Group completed the sale of its North American packaging solutions business (OPS) to Veritiv Corporation (Veritiv) for an enterprise value of A$1,792.5 million (US$1,200.0 million) on a cash and debt-free basis. As a result of the sale, the OPS business is classified as a discontinued operation in this Annual Report and comparative information has been restated to reflect the current period presentation. Upon completion of the sale the Directors considered the capital structure and related financing requirements of the Group. Initially, a portion of the net proceeds received from the sale were used to repay drawn borrowings under the Group’s debt facilities as well as investing in capacity expansion of the Orora Cans facility located in Rocklea, Queensland. In determining the timing and quantity of funds to return to shareholders, and the method to be used, the Directors considered a variety of factors, including the current economic environment; tightening liquidity in debt markets and terms of the Group’s debt facilities; retaining the Group’s strong balance sheet; whilst preserving flexibility to pursue potential investment in strategically aligned growth projects. The Directors determined to return approximately $320.0 million to shareholders through a return of capital. The net gain on disposal before tax of $849.6 million ($858.6 million after-tax) has been recognised and is presented in ‘profit from discontinued operations, net of tax’ in the income statement. Refer to note 6.1 for further details of the divestment. Divestment of Closures business On 31 January 2025, the Group completed the sale of its aluminium closure operations located in Adelaide, South Australia. The net loss on disposal before tax of $19.1 million ($13.4 million after-tax) has been recognised and is presented in ‘profit from discontinued operations, net of tax’ in the income statement. Refer note to 6.1 for further details of the divestment. For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 93 Group financing As part of the completion of the sale of the OPS business, the Group: • prepaid the US Private Placement Notes of US$143.0 million, which were due to mature in July 2025; • prepaid the US$100.0 million Bilateral Term Facility due to mature in January 2028; • repaid and cancelled Bilateral Revolving Facilities totalling A$362.0 million; and • repaid and cancelled two tranches of the Global Syndicated Revolving Facility totalling A$357.8 million. In total the value of committed facilities was reduced from A$2,601.6 million to A$1,620.2 million. Refer to note 2.3.2 for details regarding the Group’s borrowings held at 30 June 2025. Glass network optimisation Asia Pacific production capacity review The Australian commercial wine market has been in structural decline for several years, with declines being greater than growth opportunities from exports to China or new products such as food jars. In light of this, Orora has undertaken a detailed review of production capacity in Australia. As a result of this assessment, the Gawler site in Australia will transition from three furnaces to two with the site’s oldest furnace (G1) to be closed in the second half of calendar year 2025. Some production volumes will be redirected to the Ras Al-Khaimah site in the UAE to meet customer demand. During the period, restructuring costs and impairment losses totalling $83.7 million have been recognised in respect of the furnace closure and are presented in ‘other expenses’ in the income statement (refer to note 1.2). Europe glass restructure In October 2023, manufacturing ceased on Furnace 4 (F4) at the Le Havre site as the Group actively adjusted volumes against the current destocking environment. During the period, the Group finalised a review of the European manufacturing footprint and as a result announced the formal closure of this furnace. Restructuring and impairment losses pre-tax totalling $34.2 million have been recognised in respect of this closure and are presented in ‘other expenses’ in the income statement (refer to note 1.2). The notes to the financial statements The following notes include information which is material and relevant to the operations, financial position and performance of the Group. Information is considered material and relevant due to its size or nature of the information: • is important for understanding the Group’s current period results; • provides an explanation of significant changes in the Group’s business – for example, business acquisitions; or • it relates to an aspect of the Group’s operations that is important to its future performance. The notes are organised into the following sections: • Results for the year – provides details on the results and performance of the Group for the year; • Capital structure and financing – outlines how the Group manages its capital structure and related financing activities; • Assets and liabilities – provides details of the assets used to generate the Group’s trading performance and the liabilities incurred as a result; • Income tax – provides information on the Group’s tax position and the current and deferred tax charges or credits in the year; • Financial risk management – provides information on how the Group manages financial risk exposures associated with holding financial instruments; • Group structure – explains the characteristics of and changes within the Group structure during the year; • Other notes to the financial statements – provides additional financial information required by accounting standards and the Corporations Act 2001, including details of the Group’s employee reward and recognition programs and unrecognised items. For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 94 ORORA LIMITED ANNUAL REPORT 2025 Section 1: Results for the year In this section This section focuses on the results and performance of the Group. On the following pages you will find disclosures explaining the Group’s results for the year, segment information, significant items and earnings per share. This section also analyses the Group’s profit before tax by reference to the activities performed by the Group and an analysis of key operating and finance costs. Earnings before significant items, interest and related income tax expense (EBIT) is a key profit indicator for the Group. This measure excludes discontinued operations and the effects of individual significant gains or losses arising from events that are not considered part of the core operations of the business that may have an impact on the quality of earnings and reflects the way the business is managed and how the Directors assess the performance of the Group. 1.1. Segment results The Group’s reporting segments are organised and managed according to their business activities. Each segment represents a strategic business that offers different products and operates in different industries and markets. The Corporate Executive Team, the chief operating decision makers (CODM), monitor the operating results of the business separately for the purpose of making decisions about resource allocation and performance assessment. On 12 December 2024, the Group completed the sale of the Orora Packaging Solutions business (refer to note 6.1), accordingly the financial performance and position of these operations have been presented as a discontinued operation within this Annual Report. With the divestment of the Orora Packaging Solutions business, the reporting segments of the Group are now represented by the Global Glass business and the Orora Cans business. The following segment information has been presented for continuing operations only and the comparative period information has been represented to align with the Group’s new reporting segments. The results of the reportable segments for the year ended 30 June 2025 and 30 June 2024 are set out below. $ million 2025 2024 2025 2024 2025 2024 Reportable segment revenue Reportable segment revenue (1) 1,313.3 986.6 776.9 693.3 2,090.2 1,679.9 Reportable segment earnings Earnings before significant items, interest, tax, depreciation and amortisation 300.1 232.5 118.7 118.3 418.8 350.8 Depreciation and amortisation (141.8) (96.7) (14.9) (14.7) (156.7) (111.4) Earnings before significant items, interest and tax 158.3 135.8 103.8 103.6 262.1 239.4 Allocated finance expense - lease liabilities interest (7.1) (3.8) (0.5) (0.7) (7.6) (4.5) Earnings before significant items, unallocated interest and tax 151.2 132.0 103.3 102.9 254.5 234.9 Capital spend on the acquisition of property, plant and equipment and intangibles and other growth spend 138.7 132.7 124.7 96.6 263.4 229.3 Receivables 309.0 294.8 59.5 60.1 368.5 354.9 Inventory 467.5 487.3 212.9 202.7 680.4 690.0 Payables (326.0) (257.5) (326.4) (262.6) (652.4) (520.1) Total reportable segment working capital 450.5 524.6 (54.0) 0.2 396.5 524.8 Average funds employed (2) 2,636.3 1,742.6 287.3 303.4 2,923.6 2,046.0 Operating free cash flow (3) 169.8 59.4 155.7 133.1 325.5 192.5 Global Glass Orora Cans Total Reported (1) Represents total revenue from external customers. Across all segments, in accordance with AASB 15 Revenue from Contracts with Customers, the timing of revenue recognition materially occurs at a point in time, refer to note 1.4. (2) Average funds employed excludes intersegment balances and represents net assets less net debt and assets under construction a t the beginning and end of the reporting period. (3) Operating free cash flow represents the cash flow generated from the Group’s operating activities and non-growth capital expenditure activities, including lease payments but before interest, tax and dividends . For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 95 The following summary describes the operations of each reportable segment. Global Glass This segment, with operations spanning across Australasia, Europe, the Americas and the UAE, manufactures and provides glass packaging solutions. The business produces a spectrum of quality glass packaging ranging from the manufacture, customisation and decoration of glass bottles for the premium and ultra-premium spirit and wine markets to standard bottles. Orora Cans This segment, with manufacturing sites located across Australia and New Zealand, provides customers across the Asia-Pacific region with aluminium can solutions within the beverage sector. The business offers a varied range of aluminium can styles and sizes as well as custom printing and decoration. Accounting policies Segment performance is evaluated based on earnings before significant items, interest and related income tax expense (EBIT). This measure excludes the effects of significant items, which are typically gains or losses arising from events that are not considered part of the core operations of the business, whilst including items directly attributable to the segment as well as those that can be allocated on a reasonable basis. Interest income and expenditure and other finance costs, other than interest on lease liabilities, are not allocated to the segments, as this type of activity is managed at the Group level. Transfer prices between segments are priced on an ‘arm’s-length’ basis, in a manner similar to transactions with third parties, and are eliminated on consolidation. Geographical segments In presenting information on the basis of geographical location, both segment revenue and non-current assets are based on the location of the Orora business. Revenue $m Non-current assets(1) $m 2025 2024 [1] Non-current assets exclude deferred tax assets and non-current financial instruments. There is one customer within the Orora Cans segment who represents greater than 10% of the Group’s total revenues. For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 96 ORORA LIMITED ANNUAL REPORT 2025 Section 1: Results for the year (continued) 1.1. Segment results (continued) Reconciliation of segmental measures The following segmental measurements reconcile to the financial statements as follows: Profit before related income tax expense $ million 2025 2024 Reported segment earnings 254.5 234.9 Significant items before related income tax (refer note 1.2) (117.9) (40.4) Unallocated net finance costs (59.7) (64.4) Profit before related income tax expense 76.9 130.1 Capital spend on the acquisition of property, plant and equipment and intangibles $ million 2025 2 024 Reported segment capital and growth spend 263.4 229 .3 Capital and growth spend of discontinued operations 9.3 27.1 Total group capital and growth spend 272.7 256.4 Movement in capital creditors 29.7 (18.8) Government grant received included in segment capital spend 3.2 4.4 Movement in prepaid capital items 2.0 (1.5) Acquisition of property, plant and equipment and intangibles for total operations (1) 307.6 240.5 (1) Refer to notes 3.5 and 3.7. Operating free cash flow $ million 2025 2 024 Reported segment operating free cash flow 325.5 1 92.5 Operating free cash flow of discontinued operations (25.2) 1 69.2 Net cash receipts/(payments) relating to sale and decommissioning of Petrie site 0.3 ( 20.5) Total group operating free cash flow 300.6 3 41.2 Add back capital expenditure and other growth activities included in segment operating free cash flow 124.1 99.2 Add back principal lease repayments on right-of-use leases included in segment operating free cash flow 51.6 78.6 Less operating activities excluded from operating free cash flow: Interest received 6.5 1 2.9 Interest and borrowing costs paid (83.8) ( 89.4) Income tax paid (26.3) ( 54.9) Net cash flows from operating activities 372.7 387.6 For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 97 Working capital $ million 2025 2024 Reported segment working capital 396.5 524.8 A dd working capital of discontinued operations - 209.8 Total group working capital 396.5 734.6 Add/(less) amounts included in working capital for management reporting purposes: Derivatives 60.2 2.7 Add/(less) amounts excluded from working capital for management reporting purposes: Net capital receivables and payables (19.4) (19.2) L oan receivables and other assets 6.2 1.8 Other payables (15.4) (16.3) 428.1 703.6 Reconciles to the financial statements as follows: Trade and other receivables (note 3.1) 342.1 695.9 Inventories (note 3.2) 680.4 905.0 Trade and other payables (note 3.3) (625.5) (946.6) Current prepayments and other assets (note 3.4) 31.1 49.3 428.1 703.6 1.2. Significant items Significant items are typically gains or losses arising from events that are not considered part of the core operations of the business. $ million Before tax Tax (expense)/ b enefit Net of tax Before tax Tax (expense)/ b enefit Net of tax Continuing operations Asia Pacific glass production capacity review (83.7) 25. 1 (58.6) - - - Europe glass restructure (34.2) 7.9 (26.3) - - - Acquisition transaction costs - - - (40.4) 1.9 (38.5) (117.9) 33.0 (84.9) (40.4) 1.9 (38.5) Discontinued operations Disposal of Orora Packaging Solutions 849.6 9 .0 858.6 - - - Disposal of Closures business (19.1) 5. 7 (13.4) - - - 830.5 14.7 8 45.2 - - - Total significant item expense 712.6 4 7.7 760.3 (40.4) 1.9 (38.5) 2025 2024 For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 98 ORORA LIMITED ANNUAL REPORT 2025 Section 1: Results for the year (continued) 1.2. Significant items (continued) Continuing operations Glass network optimisation Asia Pacific glass production capacity review The Australian commercial wine market has been in structural decline for several years, with declines greater than growth opportunities from exports to China or new products such as food jars. In light of this, Orora has undertaken a detailed review of production capacity in Australia. As a result of this assessment, the Gawler site in Australia will transition from three furnaces to two with the site’s oldest furnace (G1) to be closed in the second half of calendar year 2025. Some production volumes will be redirected to the Ras Al-Khaimah site in the UAE to meet customer demand. During the period, restructuring costs and impairment losses totalling $83.7 million (after tax $58.6 million) have been recognised in respect of the furnace closures and are presented as ‘other expenses’ in the income statement. Europe glass restructure In October 2023, manufacturing ceased on Furnace 4 (F4) at the Le Havre site as the Group actively adjusted volumes to address the customer destocking experienced. During the period, the Group finalised a review of the European manufacturing footprint and as a result announced the formal closure of this furnace. Restructuring and impairment losses totalling $34.2 million (after tax $26.3 million) have been recognised in respect of this closure and are present in ‘other expenses’ in the income statement. Acquisition of Saverglass In the comparative period, the Group recognised a significant expense of $40.4 million (after-tax $38.5 million) related to transaction costs incurred in respect of the acquisition of Saverglass. These expenses are presented in ‘other expenses’ in the income statement. Refer to note 6.2 for further details regarding the acquisition. Discontinued operations Disposal of Orora Packaging Solutions On 12 December 2024, the Group completed the sale of its North American packaging solutions business (OPS) to Veritiv Corporation (Veritiv) for an enterprise value of A$1,792.5 million (US$1,200.0 million) on a cash and debt-free basis, with net proceeds of A$1,431.0 million (US$969.8 million) received. The net gain on disposal, before tax, of $849.6 million ($858.6 million after-tax) is presented net of transaction costs, separation costs and exchange fluctuation reserve amounts reclassified on disposal. The net gain on disposal is presented in ‘profit from discontinued operations, net of tax’ in the income statement. Refer to note 6.1 for further details of the divestment. Disposal of Closures business On 31 January 2025, the Group completed the sale of its aluminium closures operation located in Adelaide, South Australia. The net loss on disposal before tax, of $19.1 million ($13.4 million after-tax) has been recognised and is presented in ‘profit from discontinued operations, net of tax’ in the income statement. Refer to note 6.1 for further details of the divestment. For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 99 1.3. Earnings Per Share (EPS) Earnings Per Share (EPS) is the amount of post-tax profit attributable to each share. Basic EPS is calculated on the Group profit for the year attributable to ordinary shareholders of the Company of $973.1 million (2024: $185.2 million) divided by the weighted average number of shares on issue during the reporting period, excluding ordinary shares purchased by the Company and held as Treasury Shares, being 1,325.0 million (2024: 1,248.9 million). Diluted EPS reflects any commitments made by the Group to issue shares in the future and so it includes the effect of the potential conversion of share options and rights granted to employees. To calculate the impact, it is assumed that all share options and rights are exercised and new shares are issued. Basic and Diluted EPS, before significant items, is presented below in order to show the business performance of the Group in a consistent manner and reflect how the business is managed and measured on a day-to-day basis. It is also a measure that is considered by the Board in determination of dividend payments. Calculation of EPS Calculation of basic and diluted EPS has been based on the following profit attributable to ordinary shareholders and weighted average number of ordinary shares outstanding. EPS attributable to the ordinary equity holders of Orora Limited million 2025 2024 Continuing operations Profit for the financial period from continuing operations before significant items $151.1 $128.1 Significant item expense (refer to note 1.2) ($84.9) ($38.5) $66.2 $89.6 Discontinued operations Profit for the financial period from discontinued operations before significant items (refer note 6.1) $61.7 $95.6 Significant item income (refer to note 1.2) $845.2 - $906.9 $95.6 Profit for the financial period $973.1 $185.2 Weighted average number of ordinary shares for basic earnings per share 1,325.0 1,248.9 Dilution due to share options and rights 9.6 7.4 Weighted average number of ordinary shares for diluted earnings per share 1,334.6 1,256.3 Earnings per share for continuing operations Basic earnings per share (1) 5.0c 7.2c Diluted earnings per share (1) 5.0c 7.1c Basic earnings per share, before significant items 11.4c 10.3c Diluted earnings per share, before significant items 11.3c 10.2c Earnings per share Basic earnings per share 73.4c 14.8c Diluted earnings per share 72.9c 14.7c Basic earnings per share, before significant items 16.1c 17.9c Diluted earnings per share, before significant items 15.9c 17.8c (1) Earnings per share for continuing operations in the current period includes an after-tax significant item expense of $58.6 million relating to the restructure of the Gawler site operations and $26.3 million relating to the resizing of the Group’s European glass footprint (2024: $38.5 million after-tax significant item expense relating to transaction costs incurred in respect of the acquisition of Saverglass) refer to note 1.2 for further details. For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 100 ORORA LIMITED ANNUAL REPORT 2025 Section 1: Results for the year (continued) 1.4. Income $ million 2025 2024 Revenue from sale of goods 2,090.2 1,679.9 S ub-lease income 0.7 0.7 Other 17.5 2.7 Total other income 18.2 3.4 External interest income 6.2 12.6 Total finance income 6.2 12.6 Accounting policies The Group generates revenue primarily from the sale of packaging materials and products providing customers with an extensive range of tailored packaging. Revenue is recognised when control of the goods or services are transferred to the customer and the Group’s right to payment arises. Revenue is measured on the consideration to which the Group expects to be entitled to in a contract with a customer. For certain customers, the Group provides retrospective rebates once the quantity of product purchased during the period exceeds a threshold specified in the contract. For contracts that include rebates, the amount of revenue recognised is adjusted to the anticipated rebates payable, which is based on the purchase history of the customer. Standard packaging products Customers obtain control of standard packaging products when the goods are delivered to the customer. Invoices are generated at that point in time with payment terms varying depending on the customer, ranging from 30 to 90 days. Some contracts allow for volume discounts/rebates. Made-to-order packaging products Made-to-order packaging products are usually long-term contracts which contain several manufacturing and service elements. In the vast majority of cases these elements represent only one performance obligation to the customer. In some cases, the Group produces these products in advance of delivery. Typically control over these goods remains with the Group until shipment, or when the customer takes physical possession of the goods. For contracts subject to bill-and-hold arrangements, control passes when the customer has contractually accepted the goods, which may not be upon physical possession of the products. The right to payment arises only at the point in time when control over the goods is transferred to the customer. Contract incentives are provided to customers to secure long-term sales agreements and are treated as variable consideration within the arrangement. Consequently, these incentives are amortised over the period of the identified performance obligations under the contractual arrangement and are recognised as a reduction in revenue. The Group has determined that for made-to-order products, the customer obtains control of the products when the goods are delivered to the customer or the customer has contractually accepted the goods. This represents the point in time when invoices are generated as the right to payment arises. Payment terms vary depending on the customer, ranging from 30 to 90 days. Some contracts allow for volume discounts/rebates. 1.5. Operating costs Employee benefit expense $ million 2025 2024 Wages and salaries 429.0 317.9 Workers compensation and other on-costs 30.4 17.8 Contributions to defined contribution plans 12.5 9.7 Expenses related to post employement defined benefit plans 2.0 1.3 Expenses related to long-service leave 4.2 4.1 Other employment benefit expense 20.6 3.3 Share-based payments expense - Performance rights and other plans 4.7 6.7 - Grants forfeited and failing to vest (0.4) - Total employee benefits expense 503.0 360.8 The Group’s accounting policy for liabilities associated with employee benefits is contained in note 3.9, whilst the policy for share-based payments is set out in note 7.1. For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 101 Depreciation and amortisation $ million 2025 2024 Depreciation 106.8 82. 5 Amortisation of finance leased assets 7.4 4 .4 Amortisation of right-of-use assets 22.7 1 2.7 Amortisation of intangibles 19.8 1 1.8 Total depreciation and amortisation 156.7 1 11.4 Finance expenses $ million 2025 2024 Interest paid/payable: - Finance charges on leased assets 7.1 4.1 - Finance charges on finance leases 0.5 0.4 - Unwinding of discount 1.4 0.1 - External interest expense 69.9 80.3 Amount capitalised (1) (9.1) (6.2) Total interest paid/payable 69.8 78.7 Borrowing costs 3.7 2.8 Total finance expenses 73.5 81.5 (1) The capitalisation rate used to determine the amount of borrowing costs capitalised is the weighted average interest rate app licable to the Group’s general borrowings during the year, which was 6.0% (2024: 6.1%). Refer to note 3.6 for the Group’s accounting policy and details on right-of-use assets and note 2.3 regarding the Group’s external borrowings. For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 102 ORORA LIMITED ANNUAL REPORT 2025 Section 2: Capital structure and financing In this section This section outlines how the Group manages its capital structure and related financing, including its balance sheet liquidity and access to capital markets. The Directors determine the appropriate capital structure of the Group, specifically, how much is raised from shareholders (equity) and how much is borrowed from financial institutions (debt) in order to finance the Group’s activities both now and in the future. Maintaining capital discipline and balance sheet efficiency remains important to the Group, as seen through the refinancing activities undertaken during the year. Any potential courses of action in respect of the Group’s structure take into account the Group’s liquidity needs, flexibility to invest in the business and impact on credit profile. In order to optimise the capital structure, the Group may: • adjust the amount of ordinary dividends paid to shareholders; • maintain a dividend reinvestment plan; • raise or return capital to shareholders; and • repay or raise debt for working capital and capital expenditure requirements, or to facilitate acquisitions in line with the strategic objectives and operating plans of the Group. The Directors consider the Group’s capital structure and dividend policy at least twice a year ahead of announcing results and do so in the context of its ability to continue as a going concern, to execute the strategy and to invest in opportunities to grow the business and enhance shareholder value. 2.1. Capital management Capital is defined as the combination of shareholders’ equity, reserves and net debt. The key objective of the Group when managing its capital is to safeguard its ability to continue as a going concern, so that the Group can continue to provide returns for shareholders and benefits for other stakeholders and maintain an optimal capital and funding structure. The aim of the Group’s capital management framework is to maintain an investment grade credit profile, and the requisite financial metrics, to secure access to a range of funding sources with a spread of maturity dates and sufficient undrawn committed facility capacity. The Group’s capital management framework also aims to optimise, over the long term and to the extent practicable, the weighted average cost of capital to reduce the cost of capital to the Group while maintaining financial flexibility. The Group uses a range of financial metrics to monitor the efficiency of its capital structure, including on-balance sheet gearing and leverage ratios. At 30 June 2025, the Group’s gearing and leverage ratios, excluding lease liabilities, were 8.1% (2024: 45.6%) and 0.7 times (2024: 2.8 times), respectively. On-market Share Buyback On 10 December 2024, the Group announced an on-market share buyback of up to 10% of the total issued share capital. This represents approximately 134.3 million shares. During the period, 62,119,306 ordinary shares were purchased on-market through the share buyback for a total value of $126.8 million, refer to note 2.4. Orora Packaging Solutions divestment As part of the completion of the sale of the OPS business, the Group: • prepaid the US Private Placement Notes of US$143.0 million, which were due to mature in July 2025; • prepaid the US$100.0 million Bilateral Term Facility due to mature in January 2028; • repaid and cancelled the Bilateral Revolving Facilities totalling A$362.0 million; and • repaid and cancelled two tranches of the Global Syndicated Revolving Facility totalling A$357.8 million. In total, the value of committed facilities has reduced from A$2,601.6 million to $1,620.2 million at June 2025. For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 103 $ million Note 2025 2024 Financial borrowings Total borrowings 2 .3 485.8 1,998.4 Less: Cash and cash equivalents 2.3 (257.4) (274.7) Net debt 228.4 1,723.7 Lease liabilities 2.3 167.5 419.5 Net debt including lease liabilities 395.9 2,143.2 Equity and reserves Contributed equity and treasury shares 2.4.1 1,160.4 1,279.5 Reserves 2.4.2 50.7 98.4 Retained earnings 2.4.3 1,685.5 713.8 2,896.6 2,091.7 Net Capital 3,292.5 4,234.9 2.2. Dividends 2025 2024 Final external dividend Final dividend for 2024 of 5.0 cents per share, unfranked, paid 8 October 2024 (2024: Final dividend for 2023 of 9.0 cents per share, unfranked, paid 9 October 2023) 67.1 76.0 Interim external dividend Interim dividend for 2025 of 5.0 cents per share, unfranked, paid 3 April 2025 (2024: Interim dividend for 2024 of 5.0 cents per share, unfranked, paid 11 April 2024) 65.7 66.9 132.8 142.9 Proposed and unrecognised at period end (1) Final dividend for 2025 of 5.0 cents per share, unfranked, payable 7 October 2025 (2024: Final dividend for 2024 of 5.0 cents per share, unfranked, payable 8 October 2024) 64.1 67.2 (1) Estimated final dividend payable, subject to variations in the number of shares up to record date. Shareholder distributions – cents per share (excludes special dividends) For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 104 ORORA LIMITED ANNUAL REPORT 2025 Section 2: Capital structure and financing (continued) 2.2. Dividends (continued) Dividend reinvestment plan The Group operates a dividend reinvestment plan which allows eligible shareholders to elect to invest dividends in ordinary shares. All holders of Orora Limited ordinary shares with Australian or New Zealand addresses registered with the share registry are eligible to participate in the plan. The allocation price for shares is based on the average of the daily volume weighted average share price of Orora Limited ordinary shares sold on the Australian Securities Exchange, calculated with reference to a period of not less than 10 consecutive trading days as determined by the Directors. Franking account Franking credits for shareholders of the Company apply at a corporate tax rate of 30% (2024: 30%). The interim dividend for 2025 was unfranked (2024 Interim: unfranked) and the proposed final dividend for 2025 is unfranked (2024 Final: unfranked). The balance of franking credits available as at 30 June 2025 is nil (2024: nil). Conduit Foreign Income (CFI) account For Australian tax purposes, non-resident shareholder dividends will not be subject to Australian withholding tax to the extent that they are franked or sourced from the Company’s CFI account. For the 2025 dividends, part of the interim dividend was subject to withholding tax as the dividend was only partially sourced from the Company’s CFI account, 100% of the final dividend is to be sourced from the CFI account (2024: 100% of the interim and final dividend were sourced from the Company’s CFI account). The balance of the conduit foreign income account as at 30 June 2025 is $1,215.7 million (2024: $19.6 million). The estimated final dividend to be paid on 7 October 2025 of $64.1 million (2024: $67.2 million) will be paid from this balance. 2.3. Net debt During the year ended 30 June 2025, numerous changes to the Group’s facilities occurred. As part of the completion of the sale of the OPS business, the Group: • prepaid the US Private Placement Notes of US$143.0 million, which were due to mature in July 2025; • prepaid the US$100.0 million Bilateral Term Facility due to mature in January 2028; • repaid and cancelled Bilateral Revolving Facilities totalling A$362.0 million; and • repaid and cancelled two tranches of the Global Syndicated Revolving Facility totalling A$357.8 million. The total value of the committed facilities has reduced from A$2,601.6 million to A$1,620.2 million. Refer to note 2.3.2 for details regarding the Group’s borrowings held at 30 June 2025. $ million 2025 2024 Cash on hand and at bank 256.0 262.8 Deposits at call 1.4 11.9 Total cash and cash equivalents 257.4 274.7 Lease liabilities Due within one year 25.3 98.7 Due after one year 142.2 320.8 Total lease liability 167.5 419.5 Borrowings Due within one year - Other loans (1) 3.0 6.1 Current borrowings 3.0 6.1 Due after one year - Other loans (1) 60.1 49.8 - US Private Placement - 214.5 - Bank loans 422.7 1,728.0 Non-current borrowings 482.8 1,992.3 Total borrowings 485.8 1,998.4 Total debt 653.3 2,417.9 Net debt 395.9 2,143.2 (1) Other loans includes employee private bonds of $60.6 million (2024: $50.3 million) recognised in respect of the Saverglass operations . For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 105 Accounting policies Cash and cash equivalents Cash and cash equivalents include cash at bank and on hand and short-term money market investments with an original maturity of three months or less and are classified as financial assets held at amortised cost. Cash at bank earns interest at floating rates based on daily bank deposits. Short-term deposits are made for varying periods, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates. The carrying value of cash and cash equivalents is considered to approximate fair value due to the assets’ liquid nature. Bank loans All loans and borrowings are initially recognised at the fair value of the consideration received, less directly attributable transaction costs. Subsequent to initial recognition, interest-bearing liabilities are measured at amortised cost using the effective interest rate method. Interest-bearing liabilities are derecognised when the obligation specified in the contract is discharged, cancelled or expires. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid is recognised in profit or loss. Interest-bearing liabilities are classified as current liabilities, except for those liabilities where the Group has an unconditional right to defer settlement for at least 12 months after the reporting period, which are classified as non-current liabilities. 2.3.1. Net debt reconciliation The following table illustrates the cash and non-cash movements of net debt: $ million Cash and cash e quivalents Lease liabilities Other loans US Private Placement Bank loans Total Net debt at 1 July 2023 58.4 ( 227.6) - (364.3) (468.1) (1,001.6) Business acquisitions 117.4 (166.3) (36.1) - - (85.0) Cash flows 105.7 104.1 (21.3) 155.4 (1,283.1) (939.2) Change in lease arrangements - ( 121.4) - - - (121.4) Unwinding of discounting - ( 18.5) - - - (18.5) Other non-cash movements - - - ( 0.2) (2.6) (2.8) Effect of movements in foreign exchange rates (6.8) 10.2 1.5 (5.4) 25.8 25.3 Net debt at 30 June 2024 274.7 ( 419.5) (55.9) (214.5) (1,728.0) (2,143.2) Business acquisitions - ( 0.4) - - - (0.4) Cash flows, including borrowing costs 17.8 76.4 (0.9) - 1,210.7 1,304.0 Disposal of businesses and controlled entities (49.2) 2 57.2 - 239.8 173.2 621.0 Change in lease arrangements - ( 48.5) - - - (48.5) Unwinding of discounting - ( 14.4) - - - (14.4) Other non-cash movements - 2 .3 - - (5.6) (3.3) Effect of movements in foreign exchange rates 14.1 (20.6) (6.3) (25.3) (73.0) (111.1) Net debt at 30 June 2025 257.4 (167.5) (63.1) - (422.7) (395.9) Liabilities from financing activitiesAssets For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 106 ORORA LIMITED ANNUAL REPORT 2025 Section 2: Capital structure and financing (continued) 2.3. Net debt (continued) 2.3.2. Borrowings The terms and conditions of the Group’s external borrowings are as follows: $ million Currency Matures Size Drawn Size Drawn Undrawn 2025 Committed facilities Global Syndicated Multicurrency Facility (1) 3.5 year Revolving Tranche Tranche C1 EUR May-27 90.0 - 161.2 - 161.2 4 year Revolving Tranche Tranche B2 EUR Nov-27 200.0 70.0 358.2 125.4 232.8 5 year Revolving Tranche Tranche A2 AUD Nov-28 121.7 - 121.7 - 121.7 Tranche B3 EUR Nov-28 250.0 - 447.8 - 447.8 Tranche C2 EUR Nov-28 90.0 - 161.2 - 161.2 7 year Term Tranche D AUD Nov-30 305.1 305.1 305.1 305.1 - Other loans (2) EUR Various 36.3 35.2 65.0 63.1 1.9 Total committed facilities 1,620.2 493.6 1,126.6 Uncommitted facilities Overdrafts (3) AUD/NZD 8.2 - 8.2 - 8.2 Loan facility AUD 20.0 - 20.0 - 20.0 Total uncommitted facilities 28.2 - 28.2 Total facilities 1,648.4 493.6 1,154.8 Facility currency Australian dollars (1) The Global Syndicated Multicurrency Facility is subject to financial covenants that require the Group to maintain specified interest cover and leverage ratios , as tested each 12-month period, ending 30 June and 31 December. All covenants were complied with during the reporting period and there are no indicat ions the Group will not be in compliance during the 12 months after the reporting date. (2) Other loans comprise several loans with maturities ranging from 9 months to 6.8 years. This balance includes employee private bonds of $60.6 million recognised in respect of the Saverglass operations. (3) Overdraft facilities include a A$5.0 million overdraft and a NZ$3.5 million overdraft. All bank debt drawings as at 30 June 2025 that were denominated in Australian dollars bore interest at BBSY plus an applicable credit margin. Any bank debt drawings in Euro, US or New Zealand dollars would bear interest at Euribor, Term SOFR or BKBM plus an applicable margin. For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 107 $ million Currency Matures S ize Drawn Size Drawn Undrawn 2024 Committed facilities Bilateral Revolving Facility (1) AUD Apr-25 35.0 - 35.0 - 35.0 US Private Placement (2) USD Jul-25 143.0 143.0 214.5 214.5 - Bilateral Revolving Facility (1) AUD Jan-26 75.0 75.0 75.0 75.0 - USD Syndicated Revolving Facility USD J un-27 100.0 - 150.0 - 150.0 Bilateral Revolving Facility AUD Jul-27 100.0 100.0 100.0 100.0 - Bilateral Term Facility (2) USD Jan-28 100.0 100.0 150.0 150.0 - Global Syndicated Multicurrency Facility 3.5 year Revolving Tranche T ranche A1 AUD May-27 125.0 80.0 125.0 80.0 45.0 Tranche B1 EUR May-27 130.0 100.0 208.9 160.7 48.2 Tranche C1 EUR May-27 90.0 35.0 144.6 56.2 88.4 4 year Revolving Tranche Tranche B2 EUR Nov-27 200.0 200.0 321.4 321.4 - 5 year Revolving Tranche Tranche A2 AUD Nov-28 125.0 110.0 125.0 110.0 15.0 Tranche B3 EUR Nov-28 250.0 200.0 401.7 321.4 80.3 Tranche C2 EUR Nov-28 90.0 10.0 144.6 16.1 128.5 7 year Term Tranche D AUD Nov-30 350.0 350.0 350.0 350.0 - Other loans (3) EUR Various 34.8 34.8 55.9 55.9 - Total committed facilities 2,601.6 2 ,011.2 590.4 Uncommitted facilities Overdrafts (4) AUD/NZD - 6.2 - 6.2 USD Credit Facility USD 4 0.0 - 60.0 - 60.0 Loan facility AUD 20.0 - 20.0 - 20.0 Total uncommitted facilities 86.2 - 86.2 Total facilities 2,687.8 2,011.2 676.6 Australian dollarsFacility currency (1) The Bilateral Revolving Facilities maturing in April 2025 and January 2026 were repaid and cancelled during the period as par t of the reassessment of the Group’s financing requirements after the divestment of the OPS business, refer to note 6.1. (2) The US$143.0 million US Private Placement notes and the US$100.0 million Bilateral Term Facility were repaid during the perio d as part of the reassessment of the Group’s financing requirements after the divestment of the OPS business, refer to note 6.1. (3) Other loans comprise several loans with maturities ranging from 7 months 7.8 years. This balance includes employee private bonds of $50.3 million recognised in respect of the Saverglass operations. (4) Overdraft facilities include a A$3.0 million overdraft and a NZ$3.5 million overdraft. During both the current and comparative period, the Group has complied with the financial covenants of its borrowing facilities. All the Group’s facilities are unsecured. For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 108 ORORA LIMITED ANNUAL REPORT 2025 Section 2: Capital structure and financing (continued) 2.3. Net debt (continued) 2.3.2. Borrowings (continued) The maturity profile of the Group’s external borrowings drawn down, excluding the impact of capitalised borrowing costs, as at 30 June 2025 is illustrated in the following chart: Maturity profile of drawn debt by facility $m 2.4. Equity This section explains material movements in shareholders’ equity that are not explained elsewhere in the financial statements. The movements in equity and the balance at 30 June 2025 are presented in the statement of changes in equity. On-market Share Buyback On 10 December 2024, the Group announced an on-market share buyback of up to 10% of the total issued share capital. This represents approximately 134.3 million shares. During the period, 62,119,306 ordinary shares were purchased on-market through the share buyback for a total value of $126.8 million. 2.4.1. Contributed equity and treasury shares $ million 2025 2024 Ordinary shares issued and fully paid 1,163.9 1 ,290.5 Treasury shares (3.5) (11.0) Total contributed equity and treasury shares 1,160.4 1,279.5 For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 109 Contributed equity The following table illustrates the movements in the Group’s contributed equity and treasury shares. No. '000 $ million No. '000 $ million At 1 July 2023 845,352 (27.9) (3,151) (10.9) Acquisition of shares by the Orora Employee Share Trust - - (2,771) (7.1) Issue of shares under the equity placement 166,638 450.0 - - Issue of shares under the entitlement offer 331,510 895.0 - - Transaction costs associated with the issue of capital - (25.5) Treasury shares used to satisfy issue of RSU Grant - (0.4) 108 0.4 Restriction lifted on shares issued under the RSU Grant - 1.1 - - Exercise of vested grants under Employee Share Plans 1,850 4.8 - - Treasury shares used to satisfy exercise of vested grants under Employee Share Plans (1,850) (6.6) 1,850 6.6 At 30 June 2024 1,343,500 1,290.5 (3,964) (11.0) Share buyback (62,119) (126.8) - - Acquisition of shares under share buyback program - - (18) - Treasury shares used to satisfy issue of RSU Grant - (0.1) 35 0.1 Restriction lifted on shares issued under the RSU Grant - 0.2 - - Exercise of vested grants under Employee Share Plans 2,551 7.5 - - Treasury shares used to satisfy exercise of vested grants under Employee Share Plans (2,551) (7.4) 2,551 7.4 At 30 June 2025 1,281,381 1,163.9 (1,396) (3.5) Contributed equity Treasury shares Refer to note 7.1 for movements in the Group’s Employee Share Plans, including the Restricted Share Unit (RSU) grants. Refer to note 6.4 for details of the Orora Employee Share Trust. Ordinary shares Ordinary shares are classified as equity. The Company does not have authorised capital or par value in respect of its issued shares. All issued shares are fully paid, all shares rank equally with regards to the Company’s residual assets. Ordinary shares entitle the holder to participate in dividends, as declared from time to time, and are entitled to one vote per share at meetings of the Company. Incremental costs directly attributable to the issue of new shares or the exercise of options are recognised as a deduction from equity, net of any related income tax benefit effects. Where the Group reacquires its own shares, for example as the result of a share buyback, those shares are cancelled. The consideration paid to acquire those shares, including any directly attributable transaction costs net of income taxes, is recognised directly as a reduction in equity. Treasury shares Where the Orora Employee Share Trust purchases equity instruments in the Company that have been identified as treasury shares, the consideration paid, including any directly attributable costs, is deducted from equity, net of any related income tax effects. When the treasury shares are subsequently sold or reissued, any consideration received, net of any directly attributable costs and the related income tax effects, is recognised as an increase in equity, and the resulting surplus or deficit on the transaction is presented in retained earnings. Refer to note 6.4. 2.4.2. Reserves $ million 2025 2024 Cash flow hedge reserve (3.3) 16.5 Share-based payment reserve 10.6 13.9 Demerger reserve (1) - 132.9 Exchange fluctuation reserve 43.4 (64.9) Total reserves 50.7 98.4 (1) During the period, the demerger reserve of $132.9 million was transferred to retained earnings. The demerger reserve was recognised as the result of an internal corporate restructure that occurred in December 2013 under Amcor Limited’s (Amcor) ownership immediately prior to the Group’s demerger from Amcor and its listing on the Australian Stock Exchange. The demerger reserve represented the difference between the consideration paid by O rora and the assets and liabilities acquired, which were recognised at their carrying value under a common control transaction. Details of movements in each of the reserves is presented in the statement of changes in equity. For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 110 ORORA LIMITED ANNUAL REPORT 2025 Section 2: Capital structure and financing (continued) 2.4. Equity (continued) 2.4.2. Reserves (continued) Accounting policies Cash flow hedge reserve The cash flow hedge reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged transactions that have not yet been realised. The following movements were recognised in the cash flow hedge reserve: $ million 2025 2024 Unrealised gains/(losses) on cash flow hedges Forward exchange contract losses (3.4) (1.0) Forward commodity contract gains 1.0 0.6 Interest rate swap contract (losses)/gains (3.5) 12.6 Power purchase contract (losses)/gains (9.8) 1.5 (15.7) 13.7 Realised (gains)/losses transferred to profit or loss Forward exchange contract losses/(gains) 2.1 (2.2) Interest rate swap contract gains (13.4) - (11.3) (2.2) Realised (gains)/losses transferred to non-financial assets, net of tax Forward exchange contract gains - (0.5) Commodity contract losses/(gains) 0.1 (0.8) 0.1 (1.3) Refer to note 5.1 for further information on these derivative instruments. Share-based payment reserve The share-based payment reserve is used to recognise the fair value of options and rights recognised as an expense. The Company provides benefits to employees of the Group in the form of share-based payments, whereby employees render services in exchange for options or rights over shares. Refer to note 7.1 for further details of the Group’s share-based payment plans. The fair value of options and rights granted is recognised as an employee benefit expense in the income statement with a corresponding increase in the share-based payment reserve in equity and is spread over the vesting period during which the employees become unconditionally entitled to the option or right. Upon exercise of the options or rights, the balance of the share-based payment reserve, relating to the option or right, is transferred to share capital. Exchange fluctuation reserve For controlled entities with a functional currency that is not Australian dollars, their assets and liabilities are translated at the closing exchange rate at reporting date, while income and expenses are translated at year-to-date average exchange rates. On consolidation, all exchange differences arising from translation are recognised in other comprehensive income and accumulated in the exchange fluctuation reserve. In addition, foreign exchange gains or losses are deferred in equity if they relate to qualifying cash flow hedges, qualifying net investment hedges or are attributable to part of the net investment in a foreign operation. When a foreign operation is disposed of, the cumulative amount recognised within the reserve relating to that foreign operation is transferred to the income statement as an adjustment to the profit or loss on disposal. For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 111 2.4.3. Retained earnings Retained earnings comprises profit for the year attributable to owners of the Company and other items recognised directly in equity as presented on the statement of changes in equity. $ million 2025 2024 Retained earnings at the beginning of the period 713.8 671.5 Net profit attributable to the owners of Orora Limited 973.1 185.2 1,686.9 856.7 Transfer from demerger reserve (1) 132.9 - Net actuarial loss on defined benefit retirement plans (refer note 3.9) (1.5) - Ordinary dividends: Final paid (refer note 2.2) (67.1) (76.0) Interim paid (refer note 2.2) (65.7) (66.9) (132.8) (142.9) Retained earnings at the end of the period 1,685.5 713.8 (1) During the period, the demerger reserve of $132.9 million was transferred to retained earnings. The demerger reserve was recognised as the result of an internal corporate restructure that occurred in December 2013 under Amcor Limited’s (Amcor) ownership immediately prior to the Group’s demerger from Amcor and its listing on the Australian Stock Exchange. The demerger reserve represented the difference between the consideration paid by O rora and the assets and liabilities acquired, which were recognised at their carrying value under a common control transaction. For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 112 ORORA LIMITED ANNUAL REPORT 2025 Section 3: Assets and liabilities In this section This section details the assets used to generate the Group’s trading performance and the liabilities incurred as a result. On the following pages, there are notes covering working capital, other assets, non-current assets and provisions. Liabilities relating to the Group’s financing activities are set out in Section 2, whilst the assets and liabilities recognised in respect of derivative instruments used to hedge financial risks, are contained in Section 5. Information pertaining to deferred tax assets and liabilities is provided in Section 4. 3.1. Trade and other receivables $ million 2025 2024 Trade receivables 273.3 604.5 Less loss allowance provision (17.1) (24.5) 256.2 580.0 Other receivables 85.9 115.9 Total current trade and other receivables 342.1 695.9 Accounting policies Trade receivables and other receivables are all classified as financial assets held at amortised cost. Trade receivables Trade receivables are initially recognised at fair value and subsequently at amortised cost using the effective interest rate method, less a loss allowance provision. The Group, from time to time, may enter into trade financing instruments in respect of trade receivables and as a result the receivable is derecognised as substantially all of the risks and rewards of ownership have been transferred. The carrying value of trade and other receivables, less impairment provisions, is considered to approximate fair value, due to the short- term nature of the receivables. Impairment of trade receivables The collectability of trade and other receivables is reviewed on an ongoing basis. Individual debts, which are known to be uncollectable, are written off when identified. The Group recognises an impairment provision based upon anticipated lifetime losses of trade receivables. The anticipated losses are determined with reference to historical loss experience and are regularly reviewed and updated. The amount of the impairment loss is recognised in the income statement within ‘general and administration’ expense. Credit risks related to receivables In assessing an appropriate provision for impairments and anticipated expected credit loss of receivables, consideration is given to historical experience of bad debts, the ageing of receivables, knowledge of debtor insolvency or other credit risk and individual account assessment. Customer credit risk is managed by each business group in accordance with the procedures and controls set out in the Group’s credit risk management policy. Credit limits are established for all customers based on external and internal credit rating criteria and letters of credit or other forms of credit insurance cover are obtained where appropriate. In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether they are an individual or a legal entity, whether they are a wholesale, retail or end-user customer, their geographic location, industry and existence of previous financial difficulties. For some trade receivables the Group may also obtain security in the form of guarantees, deeds of undertaking or letters of credit which can be called upon if the counterparty is in default under the terms of the agreement. The Group does not otherwise require collateral in respect of trade and other receivables. For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 113 The following table sets out the ageing of trade receivables, according to their due date: $ million 2025 2024 2025 2024 Not past due 2.2 1.2 214.7 515.8 Past due 0-30 days 0.2 8.3 29.1 48.1 Past due 31-120 days - 1.6 6.4 18.4 More than 121 days past due 14.7 13.4 23.1 22.2 17.1 24.5 273.3 604.5 Loss allowance provision Gross carrying amount The Group has recognised a net loss of $5.5 million (2024: $3.1 million) in respect of the trade receivables written off in the financial year. The loss has been included in ‘general and administration’ expense in the income statement. 3.2. Inventories $ million 2025 2024 Raw materials and stores 293.5 356.5 W ork in progress 7.3 9.8 Finished goods 379.6 538.7 Total inventory 680.4 905.0 Accounting policies Inventories are valued at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. Costs incurred in bringing each product to its existing location and condition are accounted for as follows: • Raw materials – purchase cost on a weighted average cost formula; • Manufactured finished goods and work in progress – cost of direct material and labour and an appropriate proportion of production and variable overheads incurred in the normal course of business. Cost may also include transfers from equity of any gain or loss on qualifying cash flow hedges of foreign currency purchases of inventory. During the period, the Group recognised a net write-down of $29.1 million (2024: $9.1 million) with regard to the net realisable value of inventories, which has been recognised in ‘cost of sales’ expense in the income statement. For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 114 ORORA LIMITED ANNUAL REPORT 2025 Section 3: Assets and liabilities (continued) 3.3. Trade and other payables $ million 2025 2024 Current Trade creditors 520 .9 635.2 Deferred grant income 2.2 1.5 Other creditors and accruals 102.4 309.9 Total current trade and other payables 625.5 946.6 Non-current Deferred grant income 15.6 14.5 Other creditors 34.2 1.0 Total non-current other payables 49.8 15.5 Accounting policies Trade and other payables Trade and other payables are all classified as financial liabilities held at amortised cost. Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of the financial year, which were unpaid at the end of the financial year, and these amounts are unsecured. The carrying value of trade and other payables is considered to approximate fair value due to the short-term nature of the payables. Trade and other payables are included in current liabilities, except for those liabilities where payment is not due within 12 months from reporting date, which are classified as non-current liabilities. Supplier financing arrangements The Group has supply chain financing arrangements in place which act as an alternative source of financing for suppliers who have the option to trade their invoices with funding providers in order to receive cash earlier than the invoice due dates. All trade payables subject to supplier finance arrangements are included within trade creditors. The Group has not derecognised the original liabilities to which these arrangements apply because neither a legal release was obtained nor was the original liability substantially modified on entering into the arrangements. The arrangements do not significantly extend payment terms beyond the normal terms agreed with other suppliers that are not participating, refer to note 5.4. The cash flows on payment to the funding provider have been recognised in operating cash flows as they represent payments for the purchase of goods and services and continue to be part of the normal operating cycle of the Group. The payments to suppliers of $132.1 million by the bank are considered non-cash transactions. Deferred grant income Grants from governments are recognised at their fair value when there is a reasonable assurance that the grant will be received, and the Group will comply with all attached conditions. The grants received are in relation to the purchase and construction of items of property, plant and equipment. The grants are recognised as deferred income and are credited to the income statement on a straight-line basis over the expected useful life of the related asset. 3.4. Other assets $ million 2025 2024 Current Contract incentive payments (1) 8.9 7.3 Prepayments and other current assets 31.1 4 9.3 Total other current assets 40.0 56.6 Non-current Contract incentive payments (1) 24.3 24.5 Other non-current assets (2) 61.8 130.8 Total other non-current assets 86.1 1 55.3 (1) Contract incentives are provided to customers to secure long -term sale agreements and are amortised over the period of the contractual arrangement. (2) Other non-current assets in the current period includes an asset relating to certain pre-existing liabilities acquired in respect of legal actions or other regulatory obligations, including environmental matters, that are indemnified under the Saverglass sale and purchase agreement, refer to notes 3.9 and 6.2. For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 115 3.5. Property, plant and equipment The following note details the physical assets used by the Group to operate the business to generate revenues and profits. The cost of these assets is the amount initially paid for them with a depreciation charge recognised in the income statement to reflect the wear and tear of the assets as they are used, which reduces the value of the assets over time. $ million Land Land improvements Buildings Plant and equipment Finance leased a ssets Assets under c onstruction Total Cost At 1 July 2023 34.4 9 .6 264.8 1,372.7 4.0 117.1 1,802.6 Additions for the period - 0. 2 4.9 95.4 - 134.7 235.2 Disposals during the period - - ( 8.6) (160.9) - - (169.5) Additions through business acquisitions 80.6 70.0 21 9.6 422.2 71.4 - 863.8 Other transfers - - 31 .0 37.7 - (72.2) (3.5) Effect of movements in foreign exchange rates (2.2) (7.4) ( 7.3) (19.6) (1.8) - (38.3) At 30 June 2024 112.8 72.4 504.4 1,747.5 73.6 179.6 2,690.3 Additions for the period - 0. 1 2.1 161.3 - 142.5 306.0 Disposals during the period - - ( 0.1) (23.0) (0.6) - (23.7) Disposal of businesses and controlled entities (0.3) (0.4) ( 81.3) (406.7) (3.6) (7.0) (499.3) Other transfers - 3. 9 26.2 218.2 - (245.2) 3.1 Effect of movements in foreign exchange rates 7.8 (0.4) 5 .3 15.9 8.3 0.2 37.1 At 30 June 2025 120.3 75.6 456.6 1,713.2 77.7 70.1 2,513.5 Accumulated depreciation and impairment At 1 July 2023 - ( 3.2) (98.4) (890.5) (4.0) - (996.1) Depreciation charge - ( 0.2) (17.6) (90.1) (4.3) - (112.2) Disposals during the period - - 4 .9 160.4 - - 165.3 Impairment reversal - - - 0. 9 - - 0.9 Effect of movements in foreign exchange rates - - 2 .7 6.0 - - 8.7 At 30 June 2024 - (3.4) (108.4) (813.3) (8.3) - (933.4) Depreciation charge - ( 1.8) (27.2) (89.0) (7.4) - (125.4) Disposals during the period - - 1 .4 20.0 0.6 - 22.0 Disposal of businesses and controlled entities - 0.3 5 0.8 287.4 3.6 - 342.1 Impairment loss - - - ( 59.2) - - (59.2) Effect of movements in foreign exchange rates - (0.1) 7. 7 7.7 (1.1) - 14.2 At 30 June 2025 - (5.0) (75.7) (646.4) (12.6) - (739.7) Net book value At 30 June 2024 112.8 6 9.0 396.0 934.2 65.3 179.6 1,756.9 At 30 June 2025 120.3 70.6 380.9 1,066.8 65.1 70.1 1,773.8 At 30 June 2025, no property, plant and equipment was provided as security for any interest-bearing borrowings (2024: nil). For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 116 ORORA LIMITED ANNUAL REPORT 2025 Section 3: Assets and liabilities (continued) 3.5. Property, plant and equipment (continued) Accounting policies Property, plant and equipment is stated at cost less accumulated depreciation and impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the item including borrowing costs that are related to the acquisition, construction or production of an asset. Cost may also include transfers from equity of any gain or loss on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment. Subsequent costs are included in the asset’s carrying amount, or recognised as a separate asset, only when it is probable that future economic benefits associated with the item will flow to the Group. All other repairs and maintenance are charged to the income statement during the financial year in which they are incurred. Depreciation Excluding freehold land, property, plant and equipment and finance leased assets, which include leases of items of property, plant and equipment, which are depreciated at rates based upon the expected useful lives, or in the case of leasehold improvements, the lease term, using the straight-line method. Land is not depreciated. Depreciation rates used for each class of assets are as follows: • Land improvements: 3%-5% • Buildings: 2% • Plant and equipment: 3%-30% • Finance leased assets: 3%-30% Depreciation is calculated by estimating the number of years the Group expects an asset to be used over. At each reporting date, depreciation methods, residual values and useful lives are reassessed and adjusted if necessary. In addition, assets subject to depreciation are reviewed for impairment whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. If an asset’s value falls below its depreciated value, an additional one-off impairment charge is made against profit. Refer to note 3.8 for further details. 3.6. Leases As a lessee, the Group enters into lease arrangements to operate the business and to generate revenues and profits. This includes the lease of warehouse, office and factory facilities, vehicles and other items of plant and equipment. Details of finance leased assets are contained in note 3.5, whilst the following note provides details regarding leased right-of-use assets along with total lease obligations of the Group. 3.6.1. Right-of-use assets Leases for premises typically run for a period of 10 years with an option to renew the lease after that date. Lease payments for premises are adjusted annually either through a fixed rental increase, typically 3.0% per annum, or are linked to changes in the consumer price index or as a result of a market rent review process. The leases for items of plant and equipment, which includes vehicles, typically run for periods of three to five years. In the majority of instances, when these lease contracts expire, they are replaced by new leases for similar underlying assets. For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 117 $ million Property Plant and Equipment Total Cost At 1 July 2023 307.6 45.0 352.6 Lease additions and modifications 109.5 16.6 126.1 Additions through business acquisitions 105.0 23.7 128.7 Derecognition of right-of-use assets (6.3) (3.9) (10.2) Effect of movements in foreign exchange rates (9.9) (0.8) (10.7) At 30 June 2024 505.9 80.6 586.5 Lease additions and modifications 47.0 22.1 69.1 Derecognition of right-of-use assets (29.2) (14.5) (43.7) Disposal of businesses and controlled entities (399.7) (57.9) (457.6) Effect of movements in foreign exchange rates 20.9 5.4 26.3 At 30 June 2025 144.9 35.7 180.6 Accumulated amortisation and impairment At 1 July 2023 (146.3) (25.6) (171.9) Amortisation charge for the period (67.0) (11.6) (78.6) Derecognition of right-of-use assets 5.1 3.2 8.3 Effect of movements in foreign exchange rates 1.4 0.2 1.6 At 30 June 2024 (206.8) (33.8) (240.6) Amortisation charge for the period (40.3) (12.9) (53.2) Derecognition of right-of-use assets 14.5 5.3 19.8 Disposal of businesses and controlled entities 212.8 26.2 239.0 Effect of movements in foreign exchange rates (9.1) (2.3) (11.4) At 30 June 2025 (28.9) (17.5) (46.4) Net book value At 30 June 2024 299.1 46.8 345.9 At 30 June 2025 116.0 18.2 134.2 Accounting policy Assets and liabilities arising from a lease are initially measured on a present value basis. Right-of-use assets Right-of-use assets are measured at cost comprising the following: • the amount of the initial measurement of lease liability; • any lease payments made at or before the commencement date less any lease incentives received; • any initial direct costs; and • restoration costs. Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset’s useful life. For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 118 ORORA LIMITED ANNUAL REPORT 2025 Section 3: Assets and liabilities (continued) 3.6. Leases (continued) 3.6.2. Lease liabilities $ million 2025 2024 Current lease liabilities 25.3 98.7 Non-current lease liabilities 142.2 320.8 167.5 419.5 The following table sets out the undiscounted maturity analysis of future lease payments of the Group. $ million 2025 2024 Within one year 36.6 102.6 Between one and five years 106.9 265.1 More than five years 140.4 83.9 283.9 451.6 Less sub-lease rental income - (4.5) 283.9 447.1 Accounting policy Liabilities arising from a lease are initially measured on a present value basis. Lease liability Lease liabilities include the net present value of the following lease payments: • fixed payments (including in-substance fixed payments), less any lease incentive receivable; • variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date; • amounts expected to be payable by the Group under residual value guarantees; • the exercise price of a purchase option if the Group is reasonably certain to exercise that option; and • payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option. Payments associated with short-term leases of equipment and vehicles and all low-value assets are recognised on a straight-line basis as an expense in the income statement. Short-term leases are leases with a lease term of 12 months or less. Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Group, the Group’s incremental borrowing rate is used, being the rate that the Group would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. The Group is exposed to potential future increases in variable lease payments based on an index or rate, which are not included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease liability is reassessed and adjusted against the right-of-use asset. Lease payments are allocated between principal and finance cost. The finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Lease term Extension and termination options are included in a number of property leases across the Group. These are used to maximise operational flexibility in terms of managing the assets used in the Group’s operations. The majority of extension and termination options held are exercisable only by the Group and not the respective lessor. For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 119 Judgements and estimates In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). For leases of properties and equipment, the following factors are normally the most relevant: • if there are significant penalties to terminate (or not extend), the Group is typically reasonably certain to extend (or not terminate); • if any leasehold improvements are expected to have a significant remaining value, the Group is typically reasonably certain to extend (or not terminate); • otherwise, the Group considers other factors, including historical lease durations and the costs of business disruption required to replace the leased asset. The lease term is reassessed if an option is actually exercised (or not exercised) or the Group becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is only revised if a significant event or a significant change in circumstances occurs, which affects this assessment, and that is within the control of the Group. 3.6.3. Amounts recognised in the income statement The following amounts were recognised in the income statement: $ million 2025 2024 Amortisation of right-of-use assets 22.7 12.7 A mortisation of finance leases 7.4 4.4 Expenses relating to short-term leases 13.2 14.8 Expenses relating to low-value assets 1.1 0.4 Interest expense on right-of-use assets 7.1 4.1 Interest expense on finance leases 0.5 0.4 For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 120 ORORA LIMITED ANNUAL REPORT 2025 Section 3: Assets and liabilities (continued) 3.7. Intangible assets The following note details the non-physical assets used by the Group to generate revenue and profits. These assets include computer software and licences, brand name, patents, customer relationships and goodwill. The cost of these assets is the amount that the Group has paid or, where there has been a business combination, the fair value of the specific intangible assets identified. In the case of goodwill, its cost is the amount the Group has paid for acquiring a business over and above the fair value of the individual assets and liabilities acquired. The value of goodwill is ‘intangible’ value that comes from, for example, a skilled and knowledgeable assembled workforce, proprietary technologies and processes and uniquely strong market positions and synergies available with the integration of the acquired business into the Group. $ million Computer software Customer relationships Other Brand n ame Goodwill Total Cost At 1 July 2024 143.0 1 9.5 9.6 - 483.9 656.0 Additions for the period 1.2 - 4 .1 - - 5.3 Additions through business acquisitions 5.4 237 .9 8.3 423.6 664.1 1,339.3 Disposals during the period (1.3) - - - - ( 1.3) Other transfers 3.5 - - - - 3. 5 Effect of movements in foreign exchange rates (0.2) (5.9) ( 1.5) (10.6) (17.5) (35.7) At 30 June 2024 151.6 251 .5 20.5 413.0 1,130.5 1,967.1 Additions for the period 1.6 - - - - 1 .6 Additions through business acquisitions - - - - 1 5.8 15.8 Disposals during the period (26.9) - - - - ( 26.9) Disposal of business and controlled entities (87.5) ( 20.4) (10.3) - (471.3) (589.5) Other transfers 6.8 - - - - 6. 8 Effect of movements in foreign exchange rates 7.6 27.5 1 .7 47.3 91.5 175.6 At 30 June 2025 53.2 258 .6 11.9 460.3 766.5 1,550.5 Accumulated amortisation and impairment At 1 July 2024 (101.2) ( 17.2) (7.2) - (90.3) (215.9) Amortisation charge (13.0) ( 7.6) (1.0) - - (21.6) Disposals during the period 1.1 - - - - 1 .1 Effect of movements in foreign exchange rates 1.3 0.2 0. 1 - - 1.6 At 30 June 2024 (111.8) ( 24.6) (8.1) - (90.3) (234.8) Amortisation charge (5.0) ( 12.2) (1.7) - - (18.9) Disposals during the period 26.9 - - - - 2 6.9 Disposal of business and controlled entities 53.0 1 9.4 7.8 - 97.0 177.2 Effect of movements in foreign exchange rates (8.0) (3.1) ( 0.8) - (7.0) (18.9) At 30 June 2025 (44.9) ( 20.5) (2.8) - (0.3) (68.5) Net book value At 30 June 2024 39.8 226 .9 12.4 413.0 1,040.2 1,732.3 At 30 June 2025 8.3 238.1 9.1 460.3 766.2 1,482.0 Other intangible Indefinite life intangible For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 121 Accounting policies Other intangible assets Other intangible assets include computer software and software licences, customer relationships and patents. The cost of these assets is the amount that the Group has paid or, where there has been a business combination, their fair value at the date of acquisition. Internal spend on computer software is only capitalised within the development phase, when the asset is separate, and it is probable that future economic benefits attributable to the asset will flow to the Group. Costs incurred in the customisation and configuration in the implementation of Software-as-a-Service arrangements are only capitalised when a unique customised software product controlled by the Group is identified. Following initial recognition, other intangible assets are carried at cost less amortisation and any impairment losses. Other intangible assets, excluding brand name which is an indefinite life intangible asset and therefore not amortised, are amortised on a straight-line basis over their useful life. The amortisation period and method is reviewed each financial year. All intangible assets are tested for impairment whenever there is an indication that they may be impaired. Indefinite life intangible assets are tested for impairment annually. Refer to note 3.8 for further details on impairment. The amortisation periods for each class of intangible asset are as follows: • Computer software and licences: between 3 to 10 years • Patents: 5 years • Customer relationships: period of up to 20 years. Indefinite life intangible assets The indefinite life intangible assets include brand name and goodwill and have arisen as a result of business combinations. The brand name represents the future economic benefits that arise from the use of the Saverglass trademark and associated intellectual property. Goodwill represents the future economic benefits that arise from assets that are not capable of being individually identified and separately recognised. Goodwill is initially measured as the amount the Group has paid in acquiring a business over and above the fair value of the individual assets and liabilities acquired. These assets are not amortised but instead tested annually for impairment, or more frequently if events or changes in circumstances indicate that the assets may be impaired, and are carried at cost less an accumulated impairment losses. Where there has been a change in the Group’s circumstances, such as technological changes or a decline in business performance, a review of the value of the intangible assets is undertaken to ensure the asset’s value has not fallen below its carrying value. Should an asset’s value fall below its amortised value, an additional impairment charge is made against profit and the carrying value of the asset. Refer to note 3.8. 3.8. Impairment of non-financial assets Testing for impairment The Group tests property, plant and equipment, intangibles and goodwill for impairment: • where there is an indication that an asset may be impaired (assessed at a minimum at each reporting date); • where there is an indication that previously recognised impairments (on assets other than goodwill) have changed; and • at least annually for goodwill and brand names. In testing for impairment, the recoverable amount is estimated for an individual asset or, if it is not possible to estimate the recoverable amount for the individual asset, the recoverable amount of the cash-generating unit (CGU) to which the asset belongs. CGUs are the smallest identifiable group of assets that generate cash inflows that are largely independent from the cash flows of other assets or groups of assets. Each CGU is no larger than an operating segment. Assets are impaired if their carrying value exceeds their recoverable amount. The recoverable amount of an asset or CGU is determined as the higher of its fair value less costs of disposal or value in use. An impairment loss is recognised in the income statement if the carrying amount of an asset or a CGU exceeds its recoverable amount. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU (group of CGUs) and then to reduce the carrying amount of the other assets in the CGU (group of CGUs). For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 122 ORORA LIMITED ANNUAL REPORT 2025 Section 3: Assets and liabilities (continued) 3.8. Impairment of non-financial assets (continued) Impairment calculations In assessing value-in-use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the risks specific to the asset or CGU and the market’s current assessment of the time value of money. Value-in-use is assessed using cash flow projections for five years using data from the Group’s latest internal forecasts, budget and strategic planning processes and is management’s best estimate of income, expenses, capital expenditure and cash flows for each CGU at the date the testing is performed. Changes in selling prices and direct costs are based on past experience and management’s expectation of future changes in the markets in which the Group operates. The Group’s current strategy to manage climate-related risks and opportunities is focused on reducing gross greenhouse gas emissions across the Group and investing in low emission technologies and renewable energy sources, as well as maximising the recycled content of our products to ensure they can be continually recycled to minimise waste and pollution and to reduce greenhouse gas emissions. The cash flow projections included in the value-in-use computations include known estimates of approved cash flows required to meet the Group’s identified objectives and initiatives to manage climate-related risks and opportunities. This includes consideration of compliance with local climate regulations across the globe. Orora will continue to develop reporting plans and quantitative analysis around the Group’s climate change strategy, the financial implications of which will be considered and built into future cash flow assumptions used within the value-in-use modelling. The cash flows beyond the five-year period of management’s estimate used in the value-in-use computation are extrapolated using estimated growth rates, which are determined with regards to the long-term performance of each CGU in their respective markets; these are not expected to exceed the long-term average growth rates for the industry in which each CGU operates. The discount rate used in performing the value-in-use calculations reflects the Group’s weighted average cost of capital, as adjusted for specific risks relating to each geographical region in which the CGUs operate. Goodwill and brand name impairment tests For the purpose of impairment testing, goodwill is allocated to CGUs or groups of CGUs according to the level at which management monitors goodwill. Goodwill and brand name intangible assets are tested annually or more regularly if there are indicators of impairment. The recoverable amounts of the CGUs are based on the present value of the future cash flows expected to be derived from the CGU (value in-use calculation). Value-in-use is calculated in accordance with Group policy using cash flow projections for five years data derived from the Group’s latest internal forecasts, budget and strategic planning processes. The key assumptions for the value-in-use calculations are those regarding the expected changes in cash flows during the initial five -year period, discount rates, and growth rates applied to the extrapolated periods of the calculation. The following table presents a summary of the goodwill and indefinite life intangible asset allocation and the key assumptions used in determining the recoverable amount of each CGU: Brand Name Goodwill Pre-tax discount rate Terminal growth rate 2025 Orora Cans CGU - 21.5 10.7% 2.0% Orora Glass CGU 460.3 744.7 10.2% 2.0% Orora Packaging Solutions CGU (1) n/a n/a n/a n/a 2024 Orora Cans CGU - 21.2 11.6% 2.0% Orora Glass CGU 413.0 658.6 10.6% 2.0% Orora Packaging Solutions CGU - 360.5 12.0% 2.0% Indefinite life asset ($ million) Weighted Average Assumption (1) During the period, the operations residing in the Orora Packaging Solutions (OPS) CGU were divested in their entirety (refer to note 6.1). The divestment of this business did not result in a change of the identified CGUs of the continuing business. Reasonable possible change in assumption Determining recoverable amount requires the exercise of significant judgement which considers both internal and external factors. The Group has conducted an analysis of the sensitivity of the impairment test to changes in the key assumptions used to determine the recoverable amount for each of the Group CGUs to which goodwill is allocated. Based on current economic conditions and performance of each of the Group’s CGUs, a reasonable possible change in any of the key assumptions would not cause the carrying value of the Orora Cans CGU to exceed its recoverable amount, using the value-in-use methodology. For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 123 Orora Glass CGU Management continues to monitor developments in the evolving US tariff environment. Current Group forecasts incorporate management’s best estimate of the impact of the tariffs announced at 30 June 2025. However, future tariff escalations, which are uncertain as to timing, and evolving trade policies, may impact the assessments undertaken in the future. During the period, the Group announced the closure of the G1 furnace at the Gawler site in Australia and the formal closure of Furnace 4 (F4) at Le Havre in France. The closure of these furnaces resulted in the identification and recognition of impairments of $49.1 million and $10.1 million, respectively (refer to note 1.2). Whilst no impairment of intangible assets has been identified as at 30 June 2025, the combination of recent restructuring activities, rapidly evolving market conditions, uncertainty regarding the US tariff environment and inflationary pressures, means the headroom of the CGU’s estimated recoverable amount over carrying value is minimal. Accordingly, the value-in-use model will be sensitive to changes in key assumptions. If any of the following changes occur, assuming all other variables are held constant, the headroom of this CGU would reduce to nil: • if cash flow forecasts reduced more than 4.9% (2024: 4.2%) across each of the forecast periods, including the terminal year; or • if the pre-tax discount rate applied to the cash flow projections had been 42 basis points higher (2024: 40 basis points higher) than management’s estimate (10.6% instead of 10.2%); or • if the terminal growth rate was 56 basis points lower (2024: 53 basis points) than management’s estimate (1.4% instead of 2.0%). Reversal of impairment Where there is an indication that previously recognised impairment losses may no longer exist or may have decreased, the asset is tested for impairment. The impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount of the asset and is reversed only to the extent that the carrying amount of the asset does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, had no impairment loss been recognised. Impairments recognised for goodwill are not reversed. Judgements and estimates The determination of impairment involves the use of judgements and estimates that include, but are not limited to, the cause, timing and measurement of the impairment. Management is required to make significant judgements concerning the identification of impairment indicators, such as changes in competitive positions, expectations of growth, increased cost of capital, and other factors that may indicate impairment, such as a business restructuring. Management is also required to make significant estimates regarding future cash flows and the determination of fair values when assessing the recoverable amount of assets (or groups of assets). Inputs into these valuations require assumptions and estimates to be made about forecast earnings and related future cash flows, including the impact of climate-related risks, growth rates, applicable discount rates, useful lives and residual values. The judgements, estimates and assumptions used in assessing impairment are management’s best estimates based on current and forecast market conditions. Changes in economic and operating conditions, such as future tariff escalations, which are uncertain as to timing, and evolving trade policies, could result in the recognition of impairment charges in future periods. For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 124 ORORA LIMITED ANNUAL REPORT 2025 Section 3: Assets and liabilities (continued) 3.9. Provisions $ million Employee entitlements Defined benefits Total 2025 Opening balance 88.7 24.2 67.5 64.1 244.5 Provisions made during the period 46.1 0.1 110.4 - 156.6 Payments made during the period (45.6) (1.0) (48.7) (0.3) (95.6) Released during the period (6.0) - (4.9) (4.9) (15.8) Disposal of businesses and controlled entities (12.7) - (13.8) (6.0) (32.5) Unwinding of discount - 0.9 0.5 - 1.4 Amounted recognised in equity - 2.0 - - 2.0 Effect of movement in foreign exchange rate 5.3 2.7 6.4 6.8 21.2 Closing balance 75.8 28.9 117.4 59.7 281.8 Current 74.0 0.2 89.2 6.3 169.7 Non-current 1.8 28.7 28.2 53.4 112.1 2024 Opening balance 32.1 - 60.0 23.7 115.8 Additions through business acquisitions (1) 107.2 23.2 41.2 64.8 236.4 Provisions made during the period 39.5 1.6 20.2 - 61.3 Payments made during the period (88.1) (0.8) (49.8) (3.9) (142.6) Released during the period (0.7) - (2.6) (19.8) (23.1) Unwinding of discount - 0.8 0.1 - 0.9 Other transfers - - (0.7) 0.7 - Effect of movement in foreign exchange rate (1.3) (0.6) (0.9) (1.4) (4.2) Closing balance 88.7 24.2 67.5 64.1 244.5 Current 86.8 1.0 31.0 12.9 131.7 Non-current 1.9 23.2 36.5 51.2 112.8 Employee benefits Asset restoration, restructuring and decommissioning Other claims and provisions (1) Certain amounts recognised on acquisition relating to potential losses or damages arising from legal actions or other regulatory obligations, including environmental matters, are mitigated by a limited indemnity under the Saverglass sale and purchase agreement, refer to notes 3.4 and 6.2. Accounting policies A provision is recognised when: the Group has a present legal or constructive obligation arising from a past event; it is probable that cash will be paid to settle it; and a reliable estimate can be made of the amount of the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as a finance cost in the income statement. Employee benefits Employee entitlements The provision for employee entitlements represents the obligation for annual leave, long service leave entitlements, end-of-career benefit obligations and incentives accrued for employee profit-sharing and bonus plans. Liabilities for employee benefits such as wages, salaries and other current employee entitlements represent present obligations arising from employees’ services provided to the reporting date and are calculated at undiscounted amounts based on remuneration wage and salary rates, including related on-costs, such as workers compensation insurance and payroll tax, and are presented in other payables. For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 125 The liability for annual leave and long service leave is measured as the present value of estimated future cash outflows to be made in respect of services provided by the employee up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and period of service. Expected future payments that are not expected to be settled within 12 months are discounted using market yields at the reporting date of high-quality corporate bonds. The rates used reflect the terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. The liability for end-of-career benefit depends on the likelihood of the employee reaching retirement age whilst still employed and their salary at date of retirement. The liability is measured using an actuarial valuation with all gains and losses recognised in the income statement. Defined benefits The Group participates in post-employment benefit plans through industry-wide schemes that provide retirement or termination benefits. These plans offer either pension payments or lump-sum amounts paid to employees upon resignation, retirement, death, or permanent total disability. As the plans are unfunded, the Group settles the benefit obligations as they fall due. The Group has no legal obligation to settle any unfunded defined benefit obligation with an immediate contribution or additional one-off contributions. In FY26 the Group expects to settle obligations of $1.2 million (2024: $0.7 million). French Retirement Indemnity Benefit The retirement indemnity allowance is a statutory retirement indemnity lump sum provided to permanent employees upon retirement. The benefit is calculated in accordance with the applicable Collective Bargaining Agreement. To be eligible, an employee must have at least two or five years, depending on the applicable bargaining agreement, of continuous service with the same employer and must initiate their own retirement. Mexican Seniority and Indemnity Benefits The seniority and indemnity benefits are statutory benefits payable to employees after 15 years of service, at the time of retirement, dismissal, or death. The calculation of the benefit is based upon the number of years of service with the employer and is based on the actuarial valuation of a company's future labour obligations to its employees. Belgium Early Retirement Benefit The early retirement benefit is a pre-pension benefit provided to certain employees, in accordance with collective bargaining agreements, who have ceased working but have not yet reached statutory retirement age. These benefits are measured using actuarial assumptions, including discount rate, expected retirement age and mortality rates. The following table sets out the movement in the Group’s defined benefit post-retirement obligations during the period: $ million 2025 2024 Opening balance 24.2 - A dditions through business acquisitions (refer note 6.2) - 23.2 Included in profit or loss Current service costs 2.1 1.6 Interest cost 0.9 0.8 Curtailment (2.0) - 1.0 2.4 Included in OCI Remeasurement loss/(gain): Actuarial loss/(gain) arising from: - demographic assumptions 2.8 - - experience adjustments (0.7) - Effect of movements in exchange rates 2.6 (0.6) 4.7 (0.6) Other Benefits paid (1.0) (0.8) (1.0) (0.8) Closing balance 28.9 24.2 For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 126 ORORA LIMITED ANNUAL REPORT 2025 Section 3: Assets and liabilities (continued) 3.9. Provisions (continued) Employee benefits (continued) The following principal actuarial assumptions applied in the valuation of the obligations were as follows: France Mexico F rance Mexico Discount rate 3.6% 10.6% 3.6% 9.1% Long-term inflation 2.0% 5.0% 2.0% 5.0% Future salary growth 2.9% 5.0% 2.9% 5.0% 2025 2024 Assumptions regarding future mortality are based on actuarial advice in accordance with published statistics and experience in each territory. In respect of the French Retirement Indemnity Benefit, if the discount rate were to differ by 0.25%, the carrying value of the obligation would be an estimated $0.7 million higher (2024: $0.8 million higher) or $0.8 million lower (2024: $0.9 million lower) which would be recognised directly in other comprehensive income. In respect of the Mexico Seniority and Indemnity Benefits, if the discount rate were to differ by 0.5%, the impact of the carrying value of the obligation would be negligible. The above sensitivity is based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions might be correlated. When calculating the sensitivity of the obligation to the significant actuarial assumptions, the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied when calculating the defined benefit liability recognised. The methods and type of assumptions used in preparing the sensitivity analysis did not change compared to prior period. As at 30 June 2025, the weighted average duration of the defined benefit obligation for the French Retirement Indemnity Benefit is 12 years (2024: 16 years), for the Mexican Seniority and Indemnity Benefit 6 years (2024: 4 years), and for the Belgium Early Retirement Benefit 4 years (2024: 4 years). Other claims and provisions Other claims and provisions include amounts relating to potential losses or damages arising from legal actions, regulatory compliance or other obligations that arise from incidents or events that have occurred prior to the reporting date, including tax regulatory matters. The amounts recognised represent the value of the total estimated outflows of cash that may be required to settle the obligation. Certain amounts recognised on the acquisition of Saverglass relate to pre-existing legal and regulatory compliance matters of which a portion are indemnified under the sale and purchase agreement. Asset restoration, restructuring and decommissioning Asset restoration and decommissioning Where the Group has a legal or constructive obligation to restore a site on which an asset is located, either through make-good provisions included in lease agreements or decommissioning of environmental risks, the present value of the estimated costs of dismantling and removing the asset and restoring the site is recognised as a provision with a corresponding increase in the related item of property, plant and equipment. Certain amounts recognised on the acquisition of Saverglass relate to pre-existing regulatory environmental compliance matters of which a portion are indemnified under the sale and purchase agreement. At each reporting date, the liability is remeasured in line with changes in discount rates, estimated cash flows and the timing of those cash flows. Any changes in the liability are added to or deducted from the related asset, other than the unwinding of the discount, which is recognised as a financing cost in the income statement. If there is no related asset in respect of the restoration or decommissioning activity, changes in the liability are recognised in the income statement. The asset restoration provision includes amounts that have been recognised in respect of certain environmental contamination indemnities provided under the Australian Fibre sale and purchase agreement. The indemnity relates to certain pre-existing contamination that may exist at the Australasian Fibre sites as at 30 April 2020, where after this date the contamination is either a) required to be remediated by a regulatory agency, or b) the site is subject to regulatory enforcement action that is directly related to pre-existing contamination. Restructuring A provision for restructuring is recognised when the Group has a detailed formal restructuring plan and the restructuring has either commenced or has been publicly announced, including discussions with affected personnel. Future operating costs in relation to the restructuring are not provided for. Payments falling due greater than 12 months after the reporting date are discounted to present value. For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 127 Judgements and estimates A provision is recognised by the Group where an obligation exists relating to a past event, it is probable that a cash payment will be required to settle it, and the Group is not certain how much cash will be required to settle the liability. The value of that provision is based upon estimates and assumptions with regards to the amount and timing of cash flows required to settle the obligation, which are dependent on future events. The key assumptions applicable to the determination of the provisions are as follows: Employee entitlements The provision for employee entitlements is based on a number of management estimates, which include: • future increase in salaries, wages and on-cost rates; • future probability of employee departures; • future probability of years of service (long service leave provision); • mortality tables and future probability of reaching retirement age (end-of-career and retirement benefits). Asset restoration and decommissioning Asset restoration and decommissioning provisions require assessments to be made of lease make-good conditions and decommissioning and environmental risks. The provisions require estimates to be made of costs to dismantle and remove equipment and to restore the site to the condition required under the terms of the lease or contract and as required by environmental laws and regulations. The recognition and measurement of asset restoration and decommissioning provisions is a complex area and requires significant judgement and estimates. The measurement of the provision can vary as a result of many factors, including, but not limited to: • changes in the relevant legal or local/national government requirements and any other commitments made to stakeholders; • review of remediation and restoration options; • identification of additional remediation requirements identified during the restorative process; and • the emergence of new restoration techniques. In determining an appropriate provision, management gives consideration to the results of the most recently completed surveying data in respect of the remediation process, current cost estimates and appropriate inclusion of contingency in cost estimates to allow for both known and unknown residual risks. Estimates can be impacted by the emergence of new restoration techniques and experience at other operations. This is compounded by the fact that there has been limited restoration activity and historical precedent within the Group against which to benchmark estimates of the costs to remediate. All the uncertainties discussed above may result in future actual expenditure differing from the amounts currently provided for in the balance sheet. The decommissioning of the Petrie site has been a significant and complex exercise involving multiple government agencies. All on-site works were completed during the period and all related documentation submitted and approved by the relevant authorities and government departments. The Petrie site and related Environmental Authority is now fully transferred to Morton Bay Regional Council, and Orora has satisfied all contractual obligations under the contract for the sale of land to the Council. Restructuring Restructuring provisions require assessments to be made regarding the timing of recognition, and specifically whether plans are sufficiently detailed, approved and communicated to support recognition at a point in time. The provisions also require estimates to be made of the cost of restructuring and the timing of these cash outflows. The judgements, estimates and assumptions used in the recognition of all provisions are evaluated on an ongoing basis and are based on historical experience and other factors, including expectation of future events that are believed to be reasonable under the circumstances and are management’s best estimates based on currently available information, legislation and environmental laws and regulations. The actual result may differ from these accounting estimates. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 128 ORORA LIMITED ANNUAL REPORT 2025 Section 4: Income tax In this section This section sets out the Group’s tax accounting policies, the current and deferred tax charges or credits in the year (which together make up the total tax charge or credit in the income statement), a reconciliation of profit before tax to the tax charge for the period and the movements in the deferred tax assets and liabilities. 4.1. Income tax expense The total taxation charge in the income statement for continuing operations is analysed as follows: $ million 2025 2024 Current tax expense Current period (42.1) (23.3) Adjustments relating to prior periods 8.8 1.7 Total current tax expense (33.3) (21.6) Deferred tax expense Origination and reversal of temporary differences 22.6 (18.9) Total income tax expense (10.7) (40.5) Deferred income tax expense included in income tax expense comprises: Increase/(decrease) in deferred tax assets 11.6 (21.1) Increase in deferred tax liabilities 11.0 2.2 Deferred income tax expense included in total income tax expense 22.6 (18.9) The following table provides a numerical reconciliation of income tax expense for continuing operations to prima facie tax payable: $ million 2025 2024 Profit before related income tax (expense)/benefit 76.9 130.1 Tax at the Australian tax rate of 30% (2024: 30%) (23.1) (38.9) Tax effect of amounts which are not deductible/(taxable) in calculating taxable income: Net tax effect of amounts which are non-deductible/non-assessable for tax (2.6) 5.3 Net tax credits and tax loss utilisation 0.8 0.5 Over provision in prior period 8.9 1.7 F oreign tax rate differential 5.3 (9.1) Total income tax expense (10.7) (40.5) 4.2. Deferred tax balances Deferred income tax in the income statement relates to the following: $ million 2025 2024 Property, plant and equipment (8.2) 7 .6 Right-of-use assets 0.4 14.5 Trade receivable loss allowance provision (4.2) 0.2 Intangible assets 13.6 (1.9) Valuation of inventories 6.6 1.0 Lease liabilities (1.1) (15.0) Employee benefits (2.1) (2.5) Provisions (14.5) 8.3 Financial instruments at fair value (5.0) (0.2) Tax losses carried forward (6.3) 6.6 Accruals and other items (1.8) 0.3 Deferred tax expense (22.6) 18.9 For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 129 Deferred income tax in the balance sheet relates to the following: $ million 2025 2024 Deferred tax assets Trade receivable loss allowance provision 6.6 3.8 Valuation of inventories 13.0 24.9 Lease liabilities 35.1 105.4 Employee benefits 15.8 41.1 Provisions 29.7 16.2 Tax losses carried forward 18.3 11.9 Accruals and other items - 7.6 118.5 210.9 Tax set-off (68.7) (167.5) Deferred tax asset 49.8 43.4 Deferred tax liabilities Property, plant and equipment 85.0 124.0 Right-of-use assets 33.0 91.3 Intangible assets 176.2 186.5 Financial instruments at fair value 0.8 5.8 Accruals and other items 1.5 - 296.5 407.6 Tax set-off (68.7) (167.5) Deferred tax liability 227.8 240.1 Accounting policies Income tax expense comprises current and deferred tax. Income tax expense is recognised in profit or loss except to the extent that it relates to items recognised directly in equity or in other comprehensive income, in which case it is recognised directly in equity or in other comprehensive income respectively. Current tax Current tax is the expected tax payable on taxable income for the period, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous periods. Current tax is also adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and by the availability of unused tax losses. Current tax assets and liabilities are offset where the Group has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Deferred tax Deferred tax is recognised using the balance sheet method in which temporary differences are calculated based on the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for: • taxable temporary differences arising on the initial recognition of goodwill; • taxable differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit; and • temporary differences relating to investments in subsidiaries to the extent that the Group is able to control the timing of the reversal of the temporary difference and it is probable that they will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied when the temporary difference reverses, that is, when the asset is realised or the liability is settled, based on the laws that have been enacted or substantively enacted at the reporting date. Deferred tax assets are recognised for deductible temporary differences and unused tax losses/credits only to the extent that the respective country’s tax loss/credits carry forward laws are satisfied and it is probable that future taxable profits will be available against which the assets can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferred tax assets of $18.3 million (2024: $12.0 million) have been recognised for tax losses/credits on the basis the respective entities satisfy the continuity of ownership tests and relevant expiration limitations. For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 130 ORORA LIMITED ANNUAL REPORT 2025 Section 4: Income tax (continued) Accounting policies (continued) Offsetting deferred tax balances Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset and when the deferred tax balances relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but the Group intends to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. Unrecognised deferred tax assets and liabilities Deferred tax liabilities have not been recognised in respect of temporary differences arising as a result of the translation of the financial statements of the Group investments in subsidiaries. The deferred tax liability will only arise in the event of disposal of the subsidiary, and no such disposal is expected in the foreseeable future. Unremitted earnings of the Group’s international operations are considered to be reinvested indefinitely and relate to the ongoing operations. Upon distribution of any earnings in the form of dividends or otherwise, the Group may be subject to withholding taxes payable to various foreign countries; however, such amounts are not considered to be significant. As the Group controls when the deferred tax liability will be incurred and is satisfied that it will not be incurred in the foreseeable future, the deferred tax liability has not been recognised. Pillar Two top-up tax In October 2021, over 135 jurisdictions agreed to update the international tax system based on the Organisation for Economic Co-operation and Development (OECD) Global Anti-Base Erosion (GloBE) tax rules. Under the OECD Pillar Two rules, multinational groups with consolidated revenue over €750.0 million are subject to a minimum Effective Tax Rate (ETR) of 15% on income arising in low-tax jurisdictions. Orora operates across a number of jurisdictions where the OECD Pillar Two rules are in varying stages of development and enactment: ranging from no announcement regarding enactment through to draft or proposed laws. On 10 December 2024, the Australian Government enacted legislation to implement Australia’s adoption of the OECD/G20 Pillar Two solution, including a 15% global minimum tax and domestic minimum tax (DMT). The income inclusion rule under the legislation is effective for income years commencing post 1 January 2024. Based on an analysis of Orora’s tax profile undertaken at 30 June 2025: • The Group only operates in two jurisdictions which impose a statutory corporate rate of less than 15%, the United Arab Emirates and Hungary which both apply a tax rate of 9%. During the period the Group disposed of its ownership interests in its Hungary following the sale of its OPS business (refer to note 6.1), the income generated from the business in Hungary was immaterial. • The Group has undertaken detailed testing at 30 June 2025 for each of its entities and confirmed it will be eligible to elect to apply the OECD transitional safe harbour rules, and subsequently not be subject to any Pillar Two top-up taxes in the FY25 income year. Judgements and estimates The Group is subject to income taxes in Australia and foreign jurisdictions, and as a result, the calculation of the Group’s tax charge involves a degree of estimation and judgement in respect of certain items, including assumptions made in respect of the application of tax legislation. Uncertainty and changes to tax regimes can materialise in any country in which we operate. There are many transactions and calculations relating to the ordinary course of business for which the ultimate tax determination is uncertain. The Group recognises liabilities for uncertain tax positions based on management’s best estimate of whether additional taxes will be due. Where the final outcome of these matters is different from the amounts that were initially recorded, these differences impact the current and deferred tax provisions in the period in which such determinations are made. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable profits are available to utilise those temporary differences and losses, and the tax losses continue to be available having regard to the nature and timing of their origination and compliance with the relevant tax legislation associated with their recoupment. The assumptions regarding the future realisation, and therefore the recognition, of deferred tax assets, may change due to future operating performance and other factors. The assumptions made in respect of the recognised tax balances are subject to risk and uncertainty and there is a possibility that changes in circumstances or differences in opinion will alter outcomes which may impact the amount of deferred tax assets and deferred tax liabilities recognised and the amount of tax losses and timing differences not yet recognised. For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 131 Section 5: Financial risk management In this section The following section outlines how the Group manages the financial risks it is exposed to associated with holding financial instruments that arise from the Group’s need to access financing (bank loans and overdrafts and unsecured notes), from the Group’s operational activities (cash, trade receivables and payables) and instruments held as part of the Group’s risk management activities (derivative financial instruments). 5.1. Derivative financial instruments Hedging activities and the use of derivatives What is a derivative? A derivative is a type of financial instrument typically used to manage risk. A derivative’s value changes over time in response to underlying variables, such as exchange rates or interest rates, and is entered into for a fixed period of time. A hedge is where a derivative is used to manage exposure in an underlying variable. The Group is exposed to certain market risks which include foreign exchange risk, interest rate risk and commodity price risk. In accordance with Board approved policies, the Group manages these risks by using derivative financial instruments to hedge the underlying exposures. Why do we need them? The key market risks facing the Group: • Foreign currency transaction risk is the risk that currency fluctuations will have a negative effect on the value of the Group's future cash flows due to changes in foreign currency between the date a commercial transaction is entered into and the date at which the transaction is settled. • Interest rate risk arises from fluctuations in variable market interest rates impacting the fair value or future cash flows on long-term borrowings. • Commodity price risk arises from significant changes in the price of electricity and key raw material inputs, in particular the purchase of aluminium. How do we use them? The Group employs the following derivative financial instruments when managing its foreign currency, interest rate and commodity price risk: • Forward exchange contracts and options are derivative instruments used to hedge transaction risk. They enable the sale or purchase of foreign currency at a known fixed rate on an agreed future date. The Group holds forward exchange contracts and options denominated in US Dollars, Euros, Mexican Peso, British Pounds and NZ Dollars to hedge highly probable forecast sale and purchase transactions. • Interest rate swaps are derivative instruments used to manage interest rate risk. They enable the exchange of a fixed rate of interest for a floating rate, or vice versa, or one type of floating rate for another. These derivatives are entered into to manage the Group's exposure to fixed and floating interest rates arising from borrowings. These hedges may incorporate cash flow hedges, which fix future interest payments, and fair value hedges, which reduce the Group's exposure to changes in the value of its assets and liabilities arising from interest rate movements. • Power Purchase Arrangements (PPAs) are derivative instruments that are used to hedge transaction risk associated with the variability of wholesale electricity prices in Australia. These forward commodity contracts exchange a variable wholesale price of electricity for a fixed electricity price. • To manage commodity price risk associated with aluminium purchases the Group uses forward commodity contracts and fixed price swaps to hedge price risk and enable the purchase of aluminium raw materials at a known fixed rate on an agreed future date (cash flow hedge). Where contracted, the Group passes on the price risk of commodities contractually through to customers, including any benefits and costs relating to swaps upon their maturity (fair value hedge). Derivative financial instruments are only undertaken if they relate to underlying exposures; the Group does not use derivatives to speculate. Analysis of the derivatives used by the Group to hedge its exposure and the various methods used to calculate their respective fair values are detailed in this section. Accounting policies Derivative financial instruments are recognised initially at fair value on the date the instrument is entered into and are subsequently remeasured at fair value or ‘marked to market’ at each reporting date. The gain or loss on remeasurement is recognised immediately in the income statement unless the derivative is designated as a cash flow hedging instrument, in which case the remeasurement is recognised in equity. For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 132 ORORA LIMITED ANNUAL REPORT 2025 Section 5: Financial risk management (continued) 5.1. Derivative financial instruments (continued) Hedge accounting At the inception of the hedge relationship, the Group formally designates the relationship between hedging instruments and hedged items, as well as its risk management objective for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, as to whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items. Where option contracts are used to hedge forecast transactions, only the intrinsic value of the option contract is designated as the hedging instrument. Rebalancing If the hedging ratio for risk management purposes is no longer optimal but the risk management objective remains unchanged and the hedge continues to qualify for hedge accounting, the hedge relationship will be rebalanced by adjusting either the volume of the hedging instrument or the volume of the hedged item so that the hedge ratio aligns with the ratio used for risk management purposes. Any hedge ineffectiveness is calculated and accounted for in profit or loss at the time of the hedge relationship rebalancing. For the purposes of hedge accounting, hedges are classified as fair value hedges, cash flow hedges or net investment hedges and are accounted for as set out in the table below. Fair value hedge Cash flow hedge Net investment hedge What is it? A derivative or financial instrument designated as hedging the change in fair value of a recognised asset or liability or firm commitment. A derivative or financial instrument hedging the exposure to variability in cash flow attributable to a particular risk associated with an asset, liability or forecasted transaction. Financial instruments hedging changes in foreign currency when the net assets of a foreign operation are translated from their functional currency into Australian dollars. Movement in fair value Changes in the fair value of the derivative are recognised in the income statement, together with the changes in fair value of the hedged asset or liability attributable to the hedged risk. The effective part of any gain or loss on the derivative financial instrument is recognised in other comprehensive income and accumulated in equity in the hedging reserve. The change in the fair value that is identified as ineffective is recognised immediately in the income statement within ‘other income’ or ‘general and administration expenses’. Amounts accumulated in equity are transferred to the income statement in the periods when the hedged item affects profit or loss (for instance, when the forecast sale that is hedged takes place). However, when the forecast transaction that is hedged results in the recognition of a non-financial asset (for example, inventory), the gains and losses previously deferred in equity are transferred from equity and included in the measurement of the initial cost or carrying amount of the asset. Where options are used, changes in the fair value of the option are recognised in other comprehensive income depending on whether it is designated as the hedging instrument in its entirety, or its intrinsic value only. If only the intrinsic value is designated, the option’s time value that matches the terms of the hedged item is be recognised in equity and released to profit or loss over the term of the hedged item. On consolidation, foreign currency differences arising on the translation of financial assets and liabilities designated as net investment hedges of a foreign operation are recognised in other comprehensive income and accumulated in the foreign exchange reserve, to the extent that the hedge is effective. Any ineffective portion is recognised in the income statement. Discontinuation of hedge accounting If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged item, for which the effective interest method is used, is amortised to the income statement over the period to maturity using a recalculated effective interest rate. When a hedging instrument expires or is sold, terminated or exercised, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement. Upon disposal of the foreign operation, which is subject to the net investment hedge, the cumulative amount that has been recognised in equity in relation to the hedged net investment is transferred to the income statement and recognised as part of the gain or loss on disposal. For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 133 Fair value measurement The following table sets out the fair value of derivative financial instruments utilised by the Group, analysed by type of contract. $ million Asset L iability Asset Liability Cash flow hedges Interest rate swap contracts Level 2 - (1.1) 15.8 - Foreign exchange derivatives Level 2 1.2 (1.7) 1.3 (3.4) Commodity derivatives Level 2 - - 0.1 - Energy derivatives Level 3 0.2 (3.4) 8.4 (2.1) Fair value hedge Foreign exchange derivatives Level 2 0.4 (59.3) 0.5 - Commodity derivatives Level 2 0.5 - 0.6 (0.3) Total derivatives 2.3 (65.5) 26.7 (5.8) Total derivatives in current position 2.1 (62.4) 2.5 (4.9) Total derivatives in non-current position 0.2 (3.1) 24.2 (0.9) Total derivatives 2.3 (65.5) 26.7 (5.8) Fair value hierarchy 2025 2024 The Group does not hold any Level 1 financial instruments. There were no transfers between Level 1 and 2 for recurring fair value measurements during the year. The following table provides a reconciliation of the fair value movements in Level 3 financial instruments. $ million 2025 2024 Opening balance 6.3 4 .9 Total gains or losses: Recognised in other comprehensive income (9.8) 1.5 Recognised in income statement 0.3 (0.1) Closing balance (3.2) 6.3 For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 134 ORORA LIMITED ANNUAL REPORT 2025 Section 5: Financial risk management (continued) 5.1. Derivative financial instruments (continued) Judgements and estimates The Orora Group Treasury team performs the financial instrument valuations and reports directly to the Chief Financial Officer (CFO) and the Audit, Risk & Compliance Committee. Discussions of valuation processes and results are held with the CFO and Orora Group Treasury at least once every six months, in line with the Group’s half-yearly reporting requirements. Significant valuation issues are reported to the Audit, Risk & Compliance Committee. When measuring the fair value of an asset or liability, the Group uses market observable data as far as possible. Fair values are categorised into three levels as prescribed under accounting standards, with each of these levels indicating the reliability of the inputs used in determining fair value. The levels in the fair value hierarchy are: Level 1: Financial instruments traded in an active market (such as publicly traded derivatives, and trading and available-for-sale securities). Fair value is from a quoted price, for an identical asset or liability at the end of the reporting period, traded in an active market. The quoted market price used for assets is the last bid price. Level 2: Financial instruments that are not traded in an active market (for example over-the-counter derivatives). Fair value is determined using valuation techniques that maximise the use of observable market data and rely as little as possible on entity- specific estimates. All significant inputs used in the valuation method are observable. Level 3: Financial instruments for which no market exists in which the instrument can be traded. Where one or more of the significant inputs in determining fair value for the asset or liability is not based on observable market data (unobservable input), the instrument is included in Level 3. Determining fair value The specific valuation techniques used to value derivative financial instruments at balance sheet date are as follows: • the fair value of interest rate swaps is calculated as the present value of the estimated future cash flows – i.e. the amounts that the Group would receive or pay to terminate the swap at the reporting date, based on observable yield curves; • the fair value of forward foreign exchange contracts and currency options is determined using the difference between the contract exchange rate and the quoted exchange rate; • the fair value of the aluminium commodity forward contracts is determined using the difference between the contract commodity price and the quoted market price; • the fair value of commodity forward contracts is calculated as the present value of the estimated future cash flows using market observable quoted prices; and • the fair value of energy derivatives is calculated as the present value of the future contracted cash flows using market observable quoted prices and risk adjusted forecast prices, including credit adjustments. For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 135 Financial risk management is carried out by Orora Group Treasury under the Treasury Risk Management Policy that has been approved by the Board for managing each of the below risks, including principles and procedures with respect to risk tolerance, delegated levels of authority on the type and use of derivative financial instruments and the reporting of these exposures. The Treasury function reports regularly to the Board and treasury procedures are subject to periodic review. The Group’s overall financial risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance as set out in the table below: Risk Exposure Management Market risks • Interest rate risk The Group is exposed to interest rate risk in respect of short- and long-term borrowings where interest is charged at variable rates. The Group mitigates interest rate risk primarily by maintaining an appropriate mix of fixed and floating rate borrowing arrangements. Where necessary the Group hedges interest rate risk using derivative instruments, e.g. interest rate swaps. Refer to notes 5.2.1 and 5.1. • Foreign exchange risk The Group is exposed to foreign exchange risk because of its international operations and the need to undertake certain transactions denominated in foreign currencies. These risks relate to future commercial transactions (mainly relating to export sales, the purchase of inventory and capital expenditure), financial assets and liabilities not denominated in A$ and net investments in foreign operations. Loans are drawn in foreign currency by foreign entities to create a natural hedge of foreign currency assets and liabilities. Where a natural hedge does not exist, the Group’s policy is to hedge contractual commitments denominated in a foreign currency by entering into forward exchange contracts. Refer to notes 5.2.2 and 5.1. • Commodity price risk The Group is exposed to changes in commodity prices in respect of the purchase of aluminium raw materials and the price of electricity. Where possible, the Group mitigates raw material commodity price risk by contractually passing rise and fall adjustments through to customers. To mitigate the variability of wholesale electricity prices in Australia, the Group utilises Power Purchase Arrangements (PPAs). Refer to notes 5.2.3 and 5.1. • Employee share plan risk The Group’s Employee Share Plans require the delivery of shares to employees in the future when rights vest or options are exercised. The Group currently acquires shares on-market to deliver these shares exposing the Group to cash flow risk i.e. as the share price increases it costs more to acquire the shares on-market. The Group has established the Orora Employee Share Trust which manages and administers the Group’s responsibilities under the employee share plans through acquiring, holding and transferring shares or rights to shares in the Company to participating employees. Refer to notes 5.2.4, 6.4 and 7.1. Credit risk The Group is exposed to credit risk from financial instrument contracts and trade and other receivables. The maximum exposure to credit risk at the reporting date is the carrying amount, net of any provision for impairment, of each financial asset in the balance sheet. The Group manages credit risk through a robust system of counterparty approval, granting and renewal of credit limits, regular monitoring of exposures against such credit limits and assessing the overall financial stability and competitive strength of the counterparty on an ongoing basis. The Group only enters into financial instrument contracts with high credit quality financial institutions with a minimum long- term credit rating of BBB+ or better by Standard & Poor’s. Refer to notes 5.3 and 3.1 for credit risk exposures relating to trade and other receivables. Liquidity and funding risk The Group is exposed to liquidity and funding risk from operations and from external borrowings, where the risk is that the Group may not be able to refinance debt obligations or meet other cash outflow obligations when required. The Group mitigates funding and liquidity risks (refer to note 5.4) by ensuring that: • a sufficient range of funds are available to meet working capital and investment objectives, including financing in respect of trade receivables (refer to note 3.1) and supply chain financing and raw material purchase supply agreements (refer to notes 3.3 and 5.4); • adequate flexibility within the funding structure is maintained through the use of bank overdrafts, bank loans and unsecured notes; • through regular monitoring of rolling forecast of cash inflows and outflows, the cost of funding is minimised and that the return on any surplus funds is maximised through efficient cash management; and • there is a focus on improving operational cash flow and maintaining a strong balance sheet. For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 136 ORORA LIMITED ANNUAL REPORT 2025 Section 5: Financial risk management (continued) 5.2. Market risks 5.2.1. Interest rate risk The Group’s main interest rate risk arises from long-term borrowings with variable rates, which expose the Group to cash flow interest rate risk. The Group’s Treasury Risk Management Policy is to maintain an appropriate mix between fixed and floating rate borrowings, monitoring global interest rates, and where appropriate, hedging floating interest rate exposures or borrowings at fixed interest rates through the use of interest rate swaps and forward interest rate contracts. The Group regularly analyses its interest rate exposure, by taking into consideration forecast debt positions, refinancing, renewals of existing positions, alternative financing, hedging positions and a mix of fixed and floating interest rates. The Group’s objective is to hold a percentage of fixed rate debt within the appropriate range for its tenor as defined in the Treasury Risk Management Policy. At 30 June 2025, approximately 43% (2024: 53%], of the Group’s debt is fixed rate. The Group had the following borrowings exposed to floating interest rate risk: Weighted average interest rate Balance $ million Weighted average interest rate Balance $ million Bank loans 4.9% 4 30.5 5.8% 1,728.0 Interest rate swaps (notional principal amount) 3.7% 150.0 2.6% 792.8 Net exposure to cash flow interest rate risk 280.5 935.2 2025 2024 Interest rate derivatives used for hedging The Group’s interest rate swaps are classified as cash flow hedges so any movement in the fair value is recognised directly in equity. The amounts accumulated in equity are transferred to the income statement in the period in which the hedged item affects profit or loss. The table below details the carrying values representing the fair value of the instruments used to hedge interest rate risk together with the notional principal amounts of the interest rate swaps outstanding at the end of the reporting period: Notional item Balance $ million Notional item Balance $ million Cash flow hedges AUD floating to fixed AUD 150.0 m (1.1) AUD 150.0m 2.4 EUR floating to fixed - - EUR 400m 13.4 Total derivatives (1.1) 15.8 2025 2024 During the year a loss of $3.5 million (2024: $12.6 million gain) was recognised in other comprehensive income, whilst a gain of $13.4 million (2024: nil) was transferred from equity to operating profit. No amounts were recognised in the income statement in respect of hedge ineffectiveness on interest rate swaps (2024: nil). At 30 June 2025, if the Australian and Europe interest rates had increased or decreased by 1.0% (100bps), the impact on post-tax profit for the year and on equity would have been: Post-tax profit Equity P ost-tax profit Equity Interest rates Interest rate increase by 1% (3.0) 1.8 (12.2) 18.6 Interest rate decrease by 1% 3.0 (1.8) 12.2 (18.6) 2025 2024 For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 137 5.2.2. Foreign exchange risk The Group operates internationally and is therefore exposed to currency risk arising from movements in foreign currency rates, primarily with respect to the Euro, US Dollar, Mexican Pesos and NZ Dollar. The foreign exchange risk arises from: • recognised monetary assets and liabilities held in a non-functional currency and net investments in foreign operations (translation risk); and • differences in the dates foreign currency commercial transactions are entered into and the dates they are settled (transaction risk). Translation risk To limit translation risk exposure, the Group’s borrowings are generally denominated in currencies that match the cash flows generated by the underlying operations of the Group, which are primarily Australian dollars, Euro, Mexican Pesos and US dollars. Interest payable on those borrowings is denominated in the currency of the borrowing. In respect of the US and Europe operations, this provides a natural economic hedge without requiring derivatives to be entered into. The summary quantitative data about the Group’s exposure to translation currency risk (expressed in Australian dollars), as reported to the management of the Group, is as follows: $ million MXN U SD EUR NZD USD EUR NZD Funds employed 410.6 60. 1 1,716.8 54.4 726.2 1,549.6 58.6 Net Debt 14.8 1.8 (91.1) 29.2 (287.6) (826.8) 34.2 Net exposure to translation risk 425.4 61.9 1,625.7 83.6 438.6 722.8 92.8 2025 2024 Transaction risk To manage foreign currency transaction risk, where a natural hedge does not exist, the Group’s policy is to hedge material foreign currency denominated expenditure at the time of commitment and to hedge a proportion of foreign currency denominated forecasted exposures on a rolling 18-month basis (mainly relating to export sales, the purchase of inventory and capital expenditure and the resulting payables) through the use of forward foreign exchange contracts or foreign currency options taken out for up to two years from the forecast date. The Group’s exposure to foreign currency risk at the end of the reporting period in respect of foreign denominated monetary items was as follows: USD NZD EUR GBP USD NZD EUR GBP Trade receivables 95.3 - - 0.1 84.5 1.5 0.2 0.3 Trade payables (264.6) - (2.8) (0.6) (185.6) - (27.6) (0.4) Foreign currency forwards Cash flow hedges Buy foreign currency 46.8 - 1.1 1.5 84.2 - 5.5 4.3 Sell foreign currency - - - - - (4.5) - (1.1) Fair value hedges Buy foreign currency 180.3 - 0.2 - 85.1 - 0.6 - 2025 2024 For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 138 ORORA LIMITED ANNUAL REPORT 2025 Section 5: Financial risk management (continued) 5.2. Market risks (continued) 5.2.2. Foreign exchange risk (continued) Forward exchange derivatives used for hedging The below carrying values represent the fair value of instruments used to hedge foreign exchange risk together with the associated nominal volume and foreign exchange swap rate: Asset Liability A sset Liability Cash flow hedges AUD/USD USD 43.4 0.6540 0.8 (1.5) USD 75.9 0.6695 1.0 (0.9) AUD/EUR EUR 1.1 0.5952 0.2 - EUR 5.5 0.6223 0.1 (0.1) AUD/GBP GBP 1.5 0.5162 0.2 - GBP 4.3 0.5215 - (0.1) GBP/EUR - - - - GBP 1.1 0.8765 - - NZD/USD USD 3.4 0.5834 - (0.2) USD 8.3 0.6036 0.1 (0.2) NZD/AUD - - - - NZD 4.5 1.0915 0.1 - Fair value hedges AUD/USD USD 134.9 0.6367 0.4 (7.6) USD 74.0 0.6583 0.4 (2.0) NZD/USD USD 35.5 0.5826 - (2.7) USD 11.1 0.6075 0.1 (0.1) AUD/EUR EUR 404.8 0.5952 - (48.4) EUR 0.6 0.6091 - - NZD/AUD NZD 15.5 1.1028 - (0.3) - - - - USD/MXN USD 10.0 19.0680 - (0.3) - - - - Total derivatives in an asset/(liability) position 1.6 (61.0) 1.8 (3.4) Notional value m illion 2025 2024 Notional value m illion Weighted Average $ million Weighted Average $ million Within other income in the income statement, the Group recognised a net foreign exchange gain of $8.2 million (2024: $2.3 million gain) and, in respect of foreign currency derivatives designated at fair value through profit or loss a gain of $7.6 million (2024: $0.2 million loss). In addition, a loss of $3.4 million (2024: $1.0 million loss) relating to cash flow hedges and a $104.4 million gain (2024: $85.5 million loss) on the translation of foreign operations and a loss of $36.9 million on net investment hedges (2024: $8.0 million gain) was recognised in other comprehensive income. Losses of $2.1 million (2024: $2.2 million gain) relating to cash flow hedges were transferred from equity to operating profit, losses of $0.1 million were transferred from equity to non-financial assets (2024: $0.6 million gain). No amounts were recognised in the income statement in respect of hedge ineffectiveness (2024: nil). At 30 June 2025, had the Australian dollar (or where applicable the New Zealand dollar, Euro or Mexican Peso) weakened by 10% against the following currencies, with all other variables held constant, the impact on post-tax profit, net of derivatives, and equity would have been: Post-tax profit Equity P ost-tax profit Equity Foreign exchange AUD and NZD weakens against USD by 10% (3.8) 6.1 2.1 8.3 AUD weakens against NZD by 10% (1.2) - 0.1 (0.2) AUD weakens against EUR by 10% (14.1) 0.3 (2.3) 0.7 AUD and EUR weakens against GBP by 10% - 0.4 - 0.7 MXN weakens against USD by 10% 8.3 - - - 2025 2024 For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 139 5.2.3. Commodity price risk The Group is exposed to commodity price risk arising from the purchase of aluminium and the price of electricity. Electricity prices To manage the risk associated with the variability of wholesale electricity prices in Australia, the Group utilises Power Purchase Agreements (PPAs). These contracts are entered into in order to economically hedge exposure to fluctuations in electricity prices by purchasing electricity at predetermined prices. These derivative instruments meet the requirements for hedge accounting. Settlement of the contracts requires exchange of cash for the difference between the contracted and spot market price. The contracts are measured at fair value and the resultant gains or losses that effectively hedge designated risk exposures are deferred within the cash flow hedge reserve. The following table details the fair value of the energy derivatives outstanding at the end of the reporting period: $ million Asset Liability Asset Liability Energy derivatives 0.2 (3.4) 8.4 (2.1) 2025 2024 During the year a loss of $9.8 million (2024: $1.5 million gain) was recognised in other comprehensive income, whilst a $0.3 million gain was recognised in the income statement in respect of hedge ineffectiveness (2024: $0.1 million loss). No amounts relating to cash flow hedges were transferred from equity to operating profit. At 30 June 2025, if electricity forward prices had been 10% higher or lower, with all other variables held constant, the impact on post-tax profit and equity would have been: Post-tax profit Equity Post-tax profit Equity Electricity prices Electricity forward prices increase by 10% - 2.8 - 3.2 Electricity forward prices decrease by 10% - (2.7) - (2.8) 2025 2024 Commodity prices In the majority of instances, with managing commodity price risk associated with aluminium purchases, the Group is able to pass on the price risk contractually to customers through rise and fall adjustments. Under these circumstances, some hedging of aluminium (LME) prices is undertaken using fixed price swaps on behalf of certain customers. Hedging undertaken is upon customer instruction and all related benefits and costs are passed through to the customer on maturity of the transaction. Commodity derivatives used for hedging The below carrying values represent the fair value of instruments used to hedge commodity price risk together with the associated nominal volume: LME price Asset Liability Asset Liability Cash flow hedges Aluminium commodity - - - - USD 1.4 2,406.2 0.1 - Fair value hedges Aluminium commodity USD 9.8 2,506.5 0.5 - USD 10.5 2,480.9 0.6 (0.3) Total derivatives in an asset/(liability) position 0.5 - 0.7 (0.3) 2024 Notional value million Weighted Average (USD/mt) $ million Notional value million 2025 Weighted Average (USD/mt) $ million For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 140 ORORA LIMITED ANNUAL REPORT 2025 Section 5: Financial risk management (continued) 5.2. Market risks (continued) 5.2.3. Commodity price risk (continued) Commodity purchases The movements in aluminium commodity hedges are recognised in equity and the cumulative amount of the hedge is recognised in the income statement when the forecast transaction is realised. Where commodity hedges are undertaken on behalf of certain customers, there is no impact on profit as a result of movements in commodity prices as the Group passes the price risk contractually through to customers. During the period, the Group recognised a gain of $1.0 million (2024: $0.6 million gain) relating to commodity hedges in other comprehensive income, whilst a loss of $0.2 million (2024: $1.3 million gain) relating to commodity hedges was transferred from equity to non-financial assets. No amounts relating to cash flow hedges held for Group purposes were transferred from equity to operating profit. At 30 June 2025, if the prices of aluminium had been 10% higher or lower, with all other variables held constant, there would have been no impact on post-tax profit as the Group passes the price risk contractually through to customers (2024: nil) and no impact equity (2024: $0.1m gain or loss on equity). 5.2.4. Employee Share Plan risk The Group is exposed to movements in the value of ordinary shares of the Company in respect of the obligations under the Group’s Employee Share Plans (refer to note 7.1). To mitigate this risk the Group has established the Orora Employee Share Trust (the Trust) to manage and administer the Group’s responsibilities under the Employee Share Plans through the acquiring, holding and transferring of shares, or rights to shares, in the Company to participating employees. As at 30 June 2025, the Trust holds 1,482,748 treasury shares in the Company (2024: 4,105,297) of which 104,906 are allocated shares in respect of the Restricted Share Unit (RSU) grants (2024: 161,477). Refer to note 6.4 for further details. 5.3. Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. It arises principally from the Group’s receivables from customers, cash and cash equivalents and in-the-money derivatives. There is also credit risk relating to the Group’s own credit rating as this impacts the availability and cost of future finance. The Group manages credit risk through the maintenance of procedures such as the utilisation of systems of approval, granting and renewal of credit limits, regular monitoring of exposures against such credit limits and assessing the overall financial stability and competitive strength of the counterparty on an ongoing basis. Trade and other receivables Credit risk exposures related to trade and other receivables are discussed in note 3.1. Cash and cash equivalents and derivatives Credit risk related to balances with banks and financial institutions is managed by Orora Group Treasury in accordance with the Group’s Treasury Risk Management Policy. The policy only allows financial derivative instruments to be entered into with high credit quality financial institutions with a minimum long-term credit rating of BBB+ or better by Standard & Poor’s. In addition, the Board has approved the use of these financial institutions, and specific internal guidelines have been established with regards to limits, dealing and settlement procedures. The maximum exposure to credit risk by class of recognised financial assets at the end of the reporting period, excluding the value of any security held, is equivalent to the carrying amount and classification of the financial assets (net of any provisions) as presented in the statement of financial position. Guarantees The Group’s policy is to provide financial guarantees only to certain parties securing the liabilities of subsidiaries. These are only provided in exceptional circumstances (refer to note 7.3). For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 141 5.4. Liquidity and funding risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s financing policy is to fund itself for the long term by using debt instruments with a range of maturities and to ensure access to appropriate short-term facilities. Orora Group Treasury aims to maintain flexibility within the funding structure through the use of bank overdrafts and bank loans. Management manages liquidity risk through maintaining minimum undrawn committed liquidity of at least $250.0 million that can be drawn upon at short notice and regularly monitoring rolling forecasts of cash inflows and outflows in relation to the Group’s activities. This monitoring includes financial ratios to assess possible future credit ratings and headroom and takes into account the accessibility of cash and cash equivalents. Financing arrangements At 30 June 2025, in addition to a range of short-term uncommitted credit lines, the Group also had access to committed facilities as set out in note 2.3.2. Supplier finance arrangements The Group also has access to facilities for working capital purposes, refer to notes 3.1 and 3.3. The supplier facilities allow the Group to provide certain suppliers with access to supply chain financing, which allows these suppliers to benefit from the Group’s credit profile. The size of these facilities at 30 June 2025 was $227.8 million (2024: $307.5 million). These facilities support efficient payment processing of supplier invoices allowing the Group to centralise payments of trade payables to the funding provider rather than paying each supplier individually. The facilities do not significantly extend payment terms beyond the normal terms agreed with other suppliers that are not participating and assist in making cash outflows more predictable. The level of utilisation under these arrangements is dependent upon the Group’s raw material purchases and the individual requirements of the Group’s suppliers which varies over time. Additional information about the Group’s trade payables that are subject to supplier finance arrangements are provided in the table below. 2025 2024 Carrying amount of liabilities party to the arangement ($ million) Presented within trade and other payables 151.9 1 58.9 - of which suppliers have received payment from the bank 132.1 *[1] Range of payment dates (days after invoice date) (2) Trade payables subject to supplier finance arrangements 32-213 days *[1] Comparable trade payables that are not part of the arrangement 7-210 days *[1] (1) The Group applied the transitional relief available under AASB 2023 -1 Amendments to Australian Accounting Standards – Supplier Finance Arrangements to not provide comparative information in the first year of adoption. (2) Payment terms with the Group's suppliers of aluminium subject to supplier financing range from 32 to 213 days from bill of lading (comparable trade payables not part of the arrangement: 90 to 210 days from bill of lading). Standard payment terms for other trade payables subject to supplier financing range from 62 to 92 days (comparable trade payables not part of the arrangement: 7 to 92 days). There were no material non-cash changes in the carrying value of financial liabilities subject to supplier finance arrangements. For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 142 ORORA LIMITED ANNUAL REPORT 2025 Section 5: Financial risk management (continued) 5.4. Liquidity and funding risk (continued) Maturity of financial liabilities The table below allocates the Group’s financial liabilities, including derivatives, into relevant maturity groupings based on the period remaining until the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows (including interest), so will not always reconcile with the amounts disclosed in the statement of financial position: $ million 1 year or less 1-2 years 2-5 years More than 5 years Total contractual c ash flows Carrying amount ( assets)/ liabilities 2025 Non-derivative financial instruments Trade and other payables 625.5 1.8 5.6 75.3 708.2 675.3 Lease liabilities 53.9 36.4 80.8 136.3 307.4 167.5 Borrowings 32.1 34.7 240.0 313.6 620.4 485.8 711.5 72.9 326.4 525.2 1,636.0 1,328.6 Derivatives Gross settled forward exchange contracts Inflow 1,083.2 3 .7 - - 1,086.9 Outflow (1,142.4) ( 3.9) - - (1,146.3) Total gross settled forward exchange contracts (59.2) ( 0.2) - - (59.4) (59.5) Net settled: Commodity contracts 0.5 - - - 0 .5 0.5 Interest rate swaps - ( 0.6) (0.5) - (1.1) (1.1) Electricity price commodity swaps (1.1) ( 1.4) (2.2) 1.5 (3.2) (3.2) Total derivatives (59.8) ( 2.2) (2.7) 1.5 (63.2) (63.3) 2024 Non-derivative financial instruments Trade and other payables 946.6 2.7 7.8 5.0 962.1 962.1 Lease liabilities 102.6 94.8 165.8 83.9 447.1 419.5 Borrowings 140.2 417.9 1,584.4 380.5 2,523.0 1,998.4 1,189.4 515.4 1,758.0 469.4 3,932.2 3,380.0 Derivatives Gross settled forward exchange contracts Inflow 271.7 7 .6 - - 279.3 Outflow (273.2) (7 .7) - - (280.9) Total gross settled forward exchange contracts (1.5) ( 0.1) - - (1.6) (1.5) Net settled: Commodity contracts 0.4 - - - 0 .4 0.4 Interest rate swaps - 0. 8 15.0 - 15.8 15.8 Electricity price commodity swaps (0.9) ( 1.1) 3.9 4.4 6.3 6.3 Total derivatives (2.0) ( 0.4) 18.9 4.4 20.9 20.9 For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 143 Section 6: Group structure In this section This section provides information on those subsidiaries whose results principally affect the financial results of the Group, including details of the divestments and acquisitions that occurred during the period. Details of the Orora Employee Share Trust are also discussed below. 6.1. Business divestments On 12 December 2024, the Group completed the sale of its North American packaging solutions business (OPS) to Veritiv Corporation (Veritiv) for an enterprise value of A$1,792.5 million (US$1,200.0 million) on a cash and debt-free basis. In addition, on 31 January 2025, the Group completed the sale of its aluminium closure operations located in Adelaide, South Australia. Within this Annual Report, the divested businesses are classified as discontinued operations, accordingly the financial statements have been presented in the following manner: • the income statement presents the divested businesses, and the profit/loss on disposal of the businesses, as discontinued operations. As a consequence the financial results of the divested businesses are presented separately within the consolidated income statement. The comparative period has been restated to reflect the current period presentation; • the statement of comprehensive income and the statement of changes in equity are presented on a total Group basis. Financial information relating to the discontinued operations is set out below. Results of discontinued operations The result of the divested businesses, which have been included in the profit for the period, were as follows and include the results for the OPS business for the period ended 12 December 2024 and for the Closures business for the period ended 31 January 2025. $ million 2025 2024 External revenue 1,374.5 3,017.7 External expenses (1,282.1) (2,853.1) Profit from operations (1) 92.4 164.6 Net finance costs (14.7) (34.2) Income tax expense (16.0) (34.8) Profit from operations, net of tax 61.7 95.6 Gain on sale of OPS business (2) 849.6 - Loss on divestment of Closures business (3) (19.1) - Income tax benefit on net gain on sale of discontinued operations 14.7 - Profit from discontinued operations, net of tax (4) 906.9 95.6 Total comprehensive income from discontinued operations (4) 889.2 90.6 Basic earnings per share 68.4c 7.7c Diluted earnings per share 67.9c 7.6c (1) The Group announced on 4 September 2024 it has signed a binding agreement for the sale of OP S. From this date, the assets met the criteria as held for sale and depreciation on such assets ceased. The profit from operations in the current period therefore does not include any depreciation for the period from 4 September 2024 to disposal date, 12 December 2024. (2) The net gain on sale of the OPS business, before tax, of $ 849.6 million is presented net of transaction costs, separation costs and exchange fluctuation reserve amounts reclassified on disposal. (3) The net loss on sale of the Closures business before tax of $ 19.1 million is presented net of completion adjustments and transactions costs. (4) The profit from discontinued operations, net of tax, and total comprehensive income from discontinued operations is entirely attributable to the owners of Orora Limited. For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 144 ORORA LIMITED ANNUAL REPORT 2025 Section 6: Group structure (continued) 6.1. Business divestments (continued) Cash flows (used in)/from discontinued operations $ million 2025 2024 Net cash flow (used in)/from operating activities (4.3) 2 07.2 Net cash flows from/(used) in investing activities (1) 1,768.3 (24.3) Net cash flow used in financing activities (412.9) ( 220.0) Net cash inflow/(outflow) for the period 1,351.1 ( 37.1) (1) The cash flows from investing activities includes a net inflow of $1, 763.4 million relating to the divestment of the OPS business, net of transactions costs and the net debt position of the disposal group and $ 13.4 million relating to the divestment of the Closures business, net of transaction costs. Effect of business disposal on the financial position of the Group The following table sets out the proceeds received in respect of the disposal of the OPS and Closure businesses and the resulting gain on sale. $ million Total consideration 1,812.5 Net debt adjustment (305.4) Working capital and other purchase price adjustments (59.8) Consideration received, satisfied in cash 1,447.3 Gain on sale of disposed operations (1) 830.5 (1) The net gain on sale of the OPS business, before ta x, of $849.6 million is presented net of transaction costs and separation costs and exchange fluctuation reserve amounts reclassified on disposal. The net loss on sale of the Closures business before tax of $ 19.1 million is presented net of completion adjustments and transactions costs. The carrying amounts of assets and liabilities disposed of at the date of sale were: $ million Cash and cash equivalents 49 .2 Trade and other receivables 469.2 Inventories 244.7 Property, plant and equipment 157.2 Right-of-use assets 218.6 Intangible assets 412.3 Other assets 82.1 Deferred tax asset 90.0 Assets disposed 1,723.3 Trade and other payables 403.9 Lease liabilities 257.2 Deferred tax liabilities 88.6 Borrowings 413.0 Provisions 32.6 Current tax payable 2.2 Liabilities disposed 1,197.5 Exchange fluctuation reserve, net of tax 31.6 Reserve recycled to income statement on disposal 31.6 For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 145 6.2. Saverglass acquisition The Group did not acquire any businesses in the current period. In the comparative period, the Group completed the acquisition of Saverglass SAS Group (Saverglass). Saverglass acquisition On 1 December 2023, the Group completed the acquisition of Saverglass, a global leader in the design, manufacturing, customisation and decoration of high-end bottles from the premium and ultra-premium spirit and wine markets. The final acquisition cost, net of cash acquired, was €1,309.7 million (A$2,158.8 million) including all working capital and completion adjustments. The acquisition was funded via a fully underwritten equity raising of $1,345.0 million (refer to note 2.4.1) and $875.0 million debt financing. Purchase consideration During the period, the Group reported the following cash flows in respect of the acquisition: $ million EUR AUD Purchase consideration 1,381.0 2,276.2 Less cash balances acquired (71.3) (117.4) Outflow of cash 1,309.7 2,158.8 No costs have been recognised in the current period in respect of the acquisition of Saverglass. In the comparative period, transaction costs of $40.4 million (after tax $38.5 million) were recognised in other expenses in the income statement. In addition, costs of $8.2 million incurred with regards to debt financing associated with the acquisition have been capitalised, and $25.5 million of costs related to the equity raising have been charged to equity (refer to note 2.4.1). Revenue and earnings contribution The acquisition of Saverglass occurred on 1 December 2023 and therefore, in the comparative period, earnings attributable to this business have been recognised within the results of the Group from this date. Revenue of $705.4 million (€427.6 million), earnings before interest and tax of $80.6 million (€48.8 million) and earnings before significant items, interest, tax, depreciation and amortisation of $146.8 million (€88.9 million) have been recognised in the period from the date of acquisition to 30 June 2024. If the acquisition had occurred on 1 July 2023, the consolidated pro-forma revenue and earnings before interest and tax would have been $1,209.3 million (€733.0 million), earnings before interest and tax of $138.2 million (€83.7 million) and earnings before significant items, interest, tax, depreciation and amortisation of $251.7 million (€152.4 million). These amounts have been calculated on a pro-rata basis using the acquired business results adjusting for: • differences in French GAAP to IFRS and accounting policies between the Group and the acquired business; and • the adjustment to depreciation and amortisation that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had been applied from 1 July 2023. The comparative period income statement of the acquired business has been restated to align with Orora Group policy and conform to the current period presentation. As a result, cost of sales decreased by $48.2 million, with a corresponding increase of $14.9 million in sales and marketing expenses and $33.3 million in general and administration expenses. Acquired assets and liabilities Estimating the fair value of the acquired balance sheet is complex and requires considerable judgement. Management engaged an independent valuer to assist with the determination of the fair values of the acquired assets and liabilities, including separately identifiable intangible assets. During the period the accounting for the acquisition was completed, details of the fair values attributable to the net assets acquired are reported below. For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 146 ORORA LIMITED ANNUAL REPORT 2025 Section 6: Group structure (continued) 6.2. Saverglass acquisition (continued) The table below sets out the fair value of the identifiable assets acquired, and liabilities assumed. $ million EUR AUD Total purchase consideration 1,381.0 2,276.2 Fair value of net assets acquired Cash and cash equivalents 71.3 117.4 Trade and other receivables 166.9 275.1 Inventories 212.3 349.9 Other financial assets 31.3 51.6 Property, plant and equipment 524.1 863.8 Right-of-use assets 78.0 128.7 Deferred tax assets 62.3 102.8 Brand name 257.0 423.6 Other intangible assets 152.6 251.6 Trade and other payables (147.0) (242.2) Borrowings (21.9) (36.1) Lease liabilities (101.4) (167.1) Income tax provision (13.9) (22.9) Provisions (143.4) (236.4) Deferred tax liability (159.8) (263.5) Fair value of net identifiable assets acquired 968.4 1,596.3 Allocation of goodwill 412.6 679.9 Fair value of net assets acquired 1,381.0 2,276.2 Acquired trade receivables The fair value of the acquired trade receivables is $213.4 million. The gross contractual amount for trade receivables due is $226.0 million, of which $12.6 million is expected to be uncollectable. Goodwill The goodwill recognised on acquisition represents the premium paid above fair value of the identifiable net assets acquired. The acquired goodwill is mainly attributable to proprietary technologies and processes, the uniquely strong market position of Saverglass and the benefits derived from a skilled and knowledgeable workforce as well as synergies expected to be achieved from network optimisation, cost rationalisation and operational efficiencies available to the Group upon the integration of the acquired business. None of the goodwill is expected to be deductible for tax purposes. Contingent liabilities Contingent liabilities relating to claims and legal proceedings have been recognised on the acquisition of Saverglass. The assessment of the fair value of these obligations has been based upon management’s interpretation of the underlying claims and independent legal advice. The fair value assessment of the recognised obligation is based upon the potential undiscounted amount of all future payments that the Group could be required to make. Indemnification Included in acquired provisions are amounts for potential losses or damages arising from legal actions or other regulatory obligations, including environmental compliance matters, that are indemnified under the Saverglass sale and purchase agreement. A corresponding indemnification asset is included in acquired trade and other receivables to the extent these obligations are mitigated under the indemnification. For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 147 6.3. Principal subsidiary undertakings and investments The ultimate parent of the Group is Orora Limited, a company incorporated in Australia. The companies listed below are those whose results, in addition to the parent Company, principally affect the figures shown within the Annual Report: Controlled entities 2025 2024 Orora Packaging Austalia Pty Ltd Australia 100% 100% Orora Packaging New Zealand Limited New Zealand 100% 100% Saverglass SAS France 100% 100% Alphaglass SAS France 100% 100% Tourres et Cie SAS France 100% 100% MD Verre Belgium 100% 100% Saverglass Inc United States 100% 100% Saverglass S de RL de CV Mexico 100% 100% Saverglass LLC UAE 100% 100% Orora Packaging Solutions (1) United States - 100% Landsberg Orora (1) United States - 100% Orora Packaging Texas LP (1) United States - 100% Pollock Investments Incorporated (1) United States - 100% Kent H. Landsberg Co of Illinois LLC (1) United States - 100% Orora Visual LLC (1) United States - 100% Country of incorporation Ownership interest (1) These entities were disposed of on 12 December 2024 with the sale of the Group’s North American packaging solutions business (OPS) to Veritiv Corporation, refer to note 6.1. 6.4. Orora Employee Share Trust The Group holds shares in itself as a result of shares purchased by the Orora Employee Share Trust (the Trust). The Trust was established to manage and administer the Company’s responsibilities under the Group’s Employee Share Plans (refer to note 7.1) through the acquiring, holding and transferring of shares, or rights to shares, in the Company to participating employees. In respect of these transactions, at any point in time the Trust may hold ‘allocated’ and ‘unallocated’ shares. As at 30 June 2025, the Trust held 1,482,748 treasury shares in the Company (2024: 4,105,297) of which 104,906 are allocated shares in respect of the Restricted Share Unit (RSU) grants (2024: 161,477). Allocated shares Allocated shares represent those shares purchased and awarded to employees under Orora’s Employee Restricted Share Unit (RSU) Plan (refer to note 7.1). Shares granted to an employee under the RSU Grant are restricted in that the employee is unable to dispose of the shares for a period of up to five years (or as otherwise determined by the Board). The Trust holds these shares on behalf of the employee until the restriction period is lifted, at which time the Trust releases the shares to the employee. Allocated shares are not identified or accounted for as treasury shares. Where the Orora Employee Share Trust purchases equity instruments in the Company, as a result of managing the Company’s responsibilities under the Group’s RSU Grant Employee Share Plan award, the consideration paid, including any directly attributable costs, is deducted from equity, net of any related income tax effects. Unallocated shares Unallocated shares represent those shares that have been purchased by the Trustee on-market to satisfy the potential future vesting of awards granted under the Group’s Employee Share Plans, other than the RSU Grant. As the shares are unallocated, they are identified and accounted for as Treasury Shares, refer to note 2.4.1. Accounting policies Transactions with the Group-sponsored Trust are included in these financial statements. In particular, the Trust’s purchases of shares in Orora Limited are debited directly to equity. The shares are held in the Trust until such time as they may be transferred to participants of the various Group share schemes. In accordance with the Trust Deed, the Trustees have the power to exercise all voting rights in relation to any investment (including shares) held within the Trust. For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 148 ORORA LIMITED ANNUAL REPORT 2025 Section 7: Other notes to the financial statements In this section This section includes additional financial information that is required by the accounting standards and the Corporations Act 2001, including details about the Group’s employee reward and recognition programs. 7.1. Share-based compensation The Group provides benefits to employees (including senior executives) of the Group in the form of share-based incentives. The Orora employee incentive plans have been established to ensure employees are motivated and incentivised to develop and successfully execute against both short- and long-term strategies that grow the business and generate shareholder returns. The plans provide an appropriate level and mix of short- and long-term incentives to appropriately recognise and reward employees creating a high-performance culture and Orora’s ability to attract and retain talent. Orora’s remuneration strategy is competitive in the relevant markets to support the attraction and retention of talent. The following information provides details of Orora’s employee incentive plans. During the period, the Group recognised a share-based payment expense of $4.3 million (2024: $6.7 million). Employee expenses and employee provisions are shown in notes 1.5 and 3.9 respectively. This note should be read in conjunction with the Remuneration Report, as set out in the Directors’ Report, which contains detailed information regarding the setting of remuneration for Key Management Personnel. The following table details the total movement in Restricted Share Units (RSUs), Share Options, Performance Rights or Performance Shares issued by the Group, including the Saverglass Employee Incentive Plan (SEIP): No. $(2) No. $(2) No. $(2) No. $(2) No. $(2) 2025 Outstanding at beginning of period 161,477 2.98 1 ,227,085 0.39 6,392,256 1.78 - - 1,732,065 3.13 Granted 15,000 1.99 - - 3,444,558 1.77 2,456,154 1.64 333,613 2.27 Exercised (71,571) 2.66 - - (1,111,007) 1.78 - - (1,439,971) 3.07 Forfeited - (226,567) 0.43 (2,239,223) 1.76 (28,713) 1.60 (34,214) 3.23 Outstanding at end of period 104,906 3.06 1 ,000,518 0.38 6,486,584 1.74 2,427,441 1.64 591,493 2.81 Exercisable at end of period - - 1 ,000,518 0.38 - - - - - - 2024 Outstanding at beginning of period 341,076 3.57 1 ,227,085 0.39 5,028,490 1.94 - - 1,854,445 3.07 Granted 128,558 2.89 - - 2,679,612 1.53 - - 857,961 3.14 Exercised (308,157) 3.60 - - (928,758) 2.00 - - (922,293) 3.12 Forfeited - - - - (387,088) 1.47 - - (58,048) 2.18 Outstanding at end of period 161,477 2.98 1 ,227,085 0.39 6,392,256 1.78 - - 1,732,065 3.13 Exercisable at end of period - - 1 ,227,085 0.39 - - - - - - Short-Term Incentive Plan RSU Grant Share Options Performance Rights and Performance S hares Deferred Equity (1)SEIP Long-Term Incentive Plans (1) The equity outcomes for the 2025 financial year short-term incentive will be determined and allocated in September 202 5 and are therefore not included in the above table. (2) The above weighted average fair value is determined in accordance with AASB 2 Share-based Payment in respect of recognising the share-based payment expense of the award granted. For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 149 The exercise prices of the RSU Grant, Performance Rights and Performance Shares and Deferred Equity Awards are nil. The exercise prices of Share Options outstanding at the end of the year are set out below: Grant date Vesting date Expiry date 2025 2024 30 Oct 2015 30 Sept 2019 30 Sept 2024 2.08 - 226,567 22 Oct 2018 31 Aug 2022 31 Aug 2027 3.58 1,000,518 1,000,518 Share options outstanding at end of period 1,000,518 1,227,085 Weighted average contractual life of options outstanding at end of period 2.2 years 2.7 years Exercise price Number The Group has ceased offering share options under the long-term incentive plan. The last share option grant was issued in FY19, with a performance period end date of 30 June 2022. Accounting policies The cost of the share-based compensation provided to employees is measured using the fair value at the date at which the rights are granted and is recognised as an employee benefit expense in the income statement with a corresponding increase in the share-based payment reserve in equity. The expense is spread over the vesting period during which the employees become unconditionally entitled to the rights granted. Upon exercise of the right, the balance of the share-based payment reserve, relating to the right, is transferred to share capital. At each reporting period, the Group revises the estimate of the number of rights that are expected to vest based on the non-market vesting conditions. Any impact to the revision of an original estimate is recognised in the income statement with a corresponding adjustment to the share-based payment reserve. The employee expense, recognised each period, reflects the most recent estimate. The fair value of rights is measured at grant date taking into account market performance conditions but excludes the impact of any non-market conditions (e.g. profitability and earnings growth targets). Non-market vesting conditions are included in the assumptions about the number of rights that are expected to be exercisable. The fair value of rights is measured at grant date using a Monte-Carlo valuation model which simulates the date of vesting, the percentage vesting, the share price and total shareholder return. Once the simulated date of vesting is determined, a Black-Scholes methodology is utilised to determine the fair value of the rights granted. The following weighted average assumptions were used in determining the fair value of rights granted during the period: 2025 2024 Expected dividend yield (%) 5.54 6.77 Expected price volatility of the Company's shares (%) 28.71 26.78 Share price at grant date ($) 2.18 2.57 Risk-free interest rate - rights (%) 4.07 4.07 Expected life of rights (years) 3.03 3.45 The dividend yield reflects the assumption that the current dividend pay-out will continue with no anticipated changes. The expected price volatility of the Company’s shares reflects the assumption that the historical volatility is indicative of future trends, which may not necessarily be the actual outcome. For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 150 ORORA LIMITED ANNUAL REPORT 2025 Section 7: Other notes to the financial statements (continued) 7.1. Share-based compensation (continued) The equity plans in place during the year ended 30 June 2025 are described below: Retention/Share Payment plan Long-term incentives Short-term incentive RSU Grant Performance Rights and Performance Shares Deferred Equity Overview The Board endorses certain employees as eligible to receive ordinary shares in part satisfaction of their remuneration for the relevant financial year. The number of shares issued is at the discretion of the Board. The restrictions on these shares do not allow the employee to dispose of the shares within the vesting/restriction period. The shares subject to the RSU Grant carry full dividend entitlements and voting rights. Under the long-term incentive plan, performance rights over ordinary shares in the Company, or performance shares, may be issued to employees. The exact terms and conditions of each award are determined by the Directors of the Company at the time of grant. Provides an additional short-term incentive opportunity to selected employees, in the form of rights to ordinary shares. The number of rights that are allocated to each eligible employee is based on: • 33.3% of the value of the cash bonus payable under the Short- Term Incentive Plan, following the end of the performance period; • the volume weighted average price of Orora Limited ordinary shares for the 20 trading days up to and including 30 June, being the end of the performance period; and • where cash bonuses are determined in currencies other than Australian dollars, the average foreign exchange rate for the same five-day period. The grant gives the employee the right to receive a share at a future point in time upon meeting specified vesting conditions, as described below; no exercise price is payable. The rights are granted at no consideration and carry no dividend entitlement or voting rights until they vest and convert to ordinary shares on a one-for-one basis. Vesting conditions Subject to alignment of performance with Orora’s Values as assessed by the Board and the employee remaining in employment of the Group at the vesting date. In respect of the grants provided under performance rights and performance shares, 50% are subject to meeting a relative Total Shareholder Return (TSR) and the satisfaction of an absolute TSR gateway test, and 50% are subject to meeting an EPS hurdle and the satisfaction of a RoAFE gateway test. Vesting of the rights is subject to the employee remaining in employment of the Group at vesting date. In respect of the Saverglass Employee Incentive Plan (SEIP), 50% are subject to meeting an earnings (EBIT) hurdle, and 50% are subject to the employee remaining in employment of the Group at testing date of the earnings hurdle. Remain in employment of the Group at vesting date. Vesting period Up to 5 years Up to 4 years 2 years Vested awards Restriction lifted upon vesting. Shares are issued upon vesting. Shares are issued upon vesting. Unvested awards Unvested awards are forfeited if the employee voluntarily ceases employment or is dismissed for cause or poor performance. For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 151 7.2. Auditors’ remuneration $ thousand 2025 2024 Auditors of the Group Audit and other assurance services Audit and review of financial reports 1,088.5 1,298.0 Other assurance services 325.0 161.0 Other services Taxation services and other advice 27.9 121.9 Audit and review of financial reports related to the divestment of OPS (refer note 6.1) (1) 1,022.0 - 2,463.4 1,580.9 Related network firms of the auditor of the Group Audit and other assurance services Audit and review of financial reports 832.8 679.8 Total remuneration of Auditor of the Group 3,296.2 2,260.7 Non-KPMG auditfFirms Audit and other assurance services Audit and review of financial reports 692.9 885.7 Other services Taxation services and other advice 23.8 39.7 Total remuneration of non-KPMG audit firms 716.7 9 25.4 (1) Represents audit and review services incurred in respect of the divestment of OPS (refer note 6.1) borne by Orora Limited but subsequently reimbursed by the purchaser. 7.3. Commitments and contingent liabilities 7.3.1. Commitments At 30 June 2025, the Group has capital commitments contracted but not provided for in respect of the acquisition of property, plant and equipment of $150.7 million (2024: $142.1 million). In addition, other contracted commitments for the acquisition of Large-scale Generation Certificates under the Group’s PPAs (refer to note 5.2.3) not provided for amount to $8.9 million (2024: $9.8 million). 7.3.2. Contingent liabilities A contingent liability is a liability that is not sufficiently certain to qualify for recognition as a provision where uncertainty may exist regarding the outcome of future events. As part of the Saverglass acquisition (refer to note 6.2), the Group has recognised contingent liabilities in respect of claims and legal proceedings for which the amounts recognised have been based upon management’s interpretation of the underlying claims and independent legal advice (refer to note 3.9). French Competition Authority investigation In March 2025, representatives from the French Competition Authority (FCA) conducted an unannounced visit to Saverglass' head office in Feuquières. The FCA confirmed that unannounced inspections were carried out at several companies in the French glass packaging sector as part of an investigation into suspected anti-competitive practices. The FCA also confirmed that an inspection does not prejudge the guilt of the companies concerned by the alleged practices. Saverglass’ leadership team is fully cooperating with the investigation and continues to provide information and data as requested. The team remains confident that appropriate business practices have been followed and that the company operated independently of other glass packaging manufacturers. The investigation concerns a period prior to Orora’s acquisition of Saverglass, during which the industry experienced significant disruption due to major global events — notably the COVID-19 pandemic and the onset of the war in Ukraine in early 2022. These events resulted in substantial increases in input costs for glass container production, including energy, key raw materials, gas and freight, all within a broader context of high inflation across Europe. Given the preliminary nature of the investigation, that FCA investigations of this nature typically take years to progress and considering that as part of the 2023 acquisition of Saverglass, Orora entered into customary contractual arrangements, including warranty and indemnity insurance, it is not practical to estimate the potential impact of the investigation. Guarantees The Group has issued a number of bank guarantees to third parties for various operational and legal purposes. It is not expected that these guarantees will be called on. For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 152 ORORA LIMITED ANNUAL REPORT 2025 Section 7: Other notes to the financial statements (continued) 7.3. Commitments and contingent liabilities (continued) 7.3.2. Contingent liabilities (continued) Other Certain entities in the Group are party to various legal actions and exposures that have arisen in the ordinary course of business. The actions are being defended and the Directors are of the opinion that provisions are not required as no material losses are expected to arise. Judgements and estimates Legal proceedings The outcome of currently pending and future legal, judicial, regulatory and other proceedings of a litigious nature cannot be predicted with certainty. Legal proceedings can raise difficult and complex issues and are subject to many uncertainties and complexities including, but not limited to, the facts and circumstances of each particular case, issues regarding the jurisdiction in which each proceeding is brought and differences in applicable law. An adverse decision in a legal proceeding could result in additional costs that are not covered, either wholly or partially, under insurance policies, which could significantly impact the business and the results of operations of the Group. Each legal proceeding is evaluated on a case-by-case basis considering all available information, including that from legal counsel, to assess potential outcomes. Where it is considered probable that a future obligation will result in an outflow of resources, a provision is recognised in the amount of the present value of the expected cash outflows, if these are deemed to be reliably measurable. For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 153 7.4. Orora Limited Orora Limited financial information The financial information for the parent entity, Orora Limited, has been prepared on the same basis as the consolidated financial statements, except as set out below. Investments in subsidiaries In the Company’s financial statements, investments in subsidiaries are carried at cost less, where applicable, accumulated impairment losses. Nature of tax sharing agreement Upon tax consolidation, the entities within the tax-consolidated group entered into a tax sharing agreement. The terms of this agreement specify the methods of allocating any tax liability in the event of default by the Company on its group payment obligations and the treatment where a subsidiary member exits the group. The tax liability otherwise remains with the Company for tax purposes. Orora Limited and its wholly owned Australian resident entities have formed a tax-consolidated group and are therefore taxed as a single entity. The head entity within the tax-consolidated group is Orora Limited. The Company, and the members of the tax-consolidated group, recognise their own current tax expense/income and deferred tax assets and liabilities arising from temporary differences using the ‘stand-alone taxpayer’ approach by reference to the carrying amounts of assets and liabilities in the separate financial statements of each entity and the tax values applying under tax consolidation. In addition to its current and deferred tax balances, the Company also recognises the current tax liabilities (or assets), and the deferred tax assets arising from unused tax losses and unused tax credits assumed from members of the tax-consolidated group, as part of the tax-consolidation arrangement. Assets or liabilities arising as part of the tax consolidation arrangement are recognised as current amounts receivable or payable from the other entities within the tax-consolidated group. Summarised income statement and comprehensive income $ million 2025 2024 C ontinuing Operations Profit before related income tax expense (1) 42.3 59.5 Income tax expense 14.7 (16.5) Profit from continuing operations 57.0 43.0 Discontinued Operations Profit from discontinued operations, net of tax (2) 852.3 57.5 Profit for the financial period 909.3 100.5 Total comprehensive income for the financial period attributed to: Continuing operations 47.3 41.0 D iscontinued operations 852.3 57.5 Total comprehensive income for the financial period 899.6 98.5 Orora Limited (1) Profit from operations in the current period includes a significant item of expense of $ 83.7 million (after tax $58.6 million) relating to amounts recognised in respect of the restructure of the Gawler Glass operations. Profit from operations in the comparative period includes a significant item expense of $38.6 million (after tax $37.2 million) relating to transaction costs incurred in respect of the acquisition of Saverglass. Refer to note 1.2 for further details of the significant items. (2) The profit from discontinued operations includes dividends received from the within the Group as a result of the sale of the Group’s North American packaging solutions business (OPS) and the aluminium closures operations located in Adelaide, South Australia (refer to note 6.1), net of transaction and separate costs associated with the disposals. For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 154 ORORA LIMITED ANNUAL REPORT 2025 Section 7: Other notes to the financial statements (continued) 7.4. Orora Limited (continued) Summarised balance sheet $ million 2025 2024 Total current assets 1,286.7 501.4 Total non-current assets 2,917.2 2,761.2 Total assets 4,203.9 3,262.6 Total current liabilities 1,157.7 460.0 Total non-current liabilities 390.3 790.9 Total liabilities 1,548.0 1,250.9 Net assets 2,655.9 2,011.7 Equity Contributed equity and treasury shares 1,160.4 1,279.5 Reserves: Share-based payment reserve 10.6 13.9 Cash flow hedge reserve (3.3) 6.3 Retained earnings 1,488.2 712.0 Total equity 2,655.9 2,011.7 Orora Limited Contingent liabilities of Orora Limited Deed of Cross Guarantee Pursuant to the terms of the ASIC Corporations (Wholly Owned Companies) Instrument 2016/785, which relieves certain wholly owned subsidiaries from specific accounting and financial reporting requirements, Orora Limited and the wholly owned Australian subsidiaries listed in note 7.5 entered into an approved deed for the cross guarantee of liabilities. No liabilities subject to the Deed of Cross Guarantee at 30 June 2025 are expected to arise to Orora Limited and the subsidiaries, as all such subsidiaries were financially sound and solvent at that date. Details of the Deed and the consolidated financial position of the Company and the subsidiaries party to the Deed are set out in note 7.5. Other guarantees Orora Limited has issued a number of bank guarantees to third parties for various operational and legal purposes. It is not expected that these guarantees will be called on. Orora Limited has also provided guarantees for committed bank facilities. For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 155 7.5. Deed of Cross Guarantee The Company, Orora Limited, and the wholly owned Australian subsidiaries listed below are subject to a Deed of Cross Guarantee (Deed) under which each company guarantees the debts of the others: • Orora Packaging Australia Pty Ltd • Orora Closure Systems Pty Ltd • Chapview Pty Ltd • AGAL Holdings Pty Ltd • ACN 002693843 Box Pty Ltd • Orora Investments Pty Ltd Under the terms of ASIC Corporations (Wholly Owned Companies) Instrument 2016/785, those wholly owned subsidiaries that have entered into the Deed are granted relief from the Corporations Act 2001 requirement to prepare and lodge audited Financial Reports and Directors’ Reports. Financial statements for the Orora Limited Deed of Cross Guarantee The consolidated income statement, statement of comprehensive income and statement of financial position of the entities party to the Deed for the year ended, and as at 30 June, are set out below. Consolidated income statement, statement of comprehensive income and retained earnings $ million 2025 2024 . Continuing Operations Sales revenue 885.7 820.1 Profit from operations 58.1 91.2 Finance income 16.8 12.5 Finance expenses (32.1) (43.3) Net finance costs (15.3) (30.8) Profit before related income tax expense (1) 42.8 60.4 Income tax benefit/(expense) 10.0 (16.5) Profit from continuing operations 52.8 43.9 Discontinued Operations Profit from discontinued operations, net of tax (2) 825.1 55.2 Profit for the financial period 877.9 99.1 Other comprehensive income/(expense) Items that may be reclassified to profit or loss: Cash flow hedge reserve Unrealised losses on cash flow hedges, net of tax (16.6) (0.5) Realised losses/(gains) transferred to profit or loss, net of tax 2.2 (1.7) Other comprehensive expense, net of tax (14.4) (2.2) Total comprehensive income for the financial period 863.5 96.9 Total comprehensive income for the financial period attributable to: Continuing operations 38.4 41.7 Discontinued operations 825.1 55.2 Total comprehensive income for the financial period 863.5 96.9 Retained profits at beginning of financial period 812.1 856.3 Profit for the financial period 877.9 99.1 Dividends recognised during the financial period (133.1) (143.3) Retained profits at end of the financial period 1,556.9 812.1 (1) Profit from operations in the current period includes a significant item of expense of $ 83.7 million (after tax $58.6 million) relating to amounts recognised in respect of the restructure of the Gawler Glass operations. Profit from operations in the comparative period includes a sig nificant item expense of $38.6 million (after tax $37.2 million) relating to transaction costs incurred in respect of the acquisition of Saverglass. R efer to note 1.2 for further details of the significant items. (2) The profit from discontinued operations includes the profit on disposal of the divested North American packaging solutions business (OPS) and the Group’s aluminium closure operations located in Adelaide, South Australia, net of transactions costs (refer to note 6.1). Dividends received from the divestment entities are also presented in discontinued operations. For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 156 ORORA LIMITED ANNUAL REPORT 2025 Section 7: Other notes to the financial statements (continued) 7.5. Deed of Cross Guarantee (continued) Consolidated balance sheet $ million 2025 2024 Current assets Cash and cash equivalents 112.9 16.8 Trade and other receivables 70.7 87.2 Inventories 342.6 397.3 Derivatives 2.1 2.4 Other current assets 13.3 14.2 Related party receivables 739.8 - Total current assets 1,281.4 517.9 Non-current assets Investments in controlled entities 1,380.9 1,929.5 Property, plant and equipment 908.1 755.3 Right-of-use assets 13.2 12.4 Goodwill and intangible assets 17.0 18.9 Derivatives 0.2 16.6 Other non-current assets 27.5 27.2 Total non-current assets 2,346.9 2,759.9 Total assets 3,628.3 3,277.8 Current liabilities Trade and other payables 331.9 292.6 Lease liabilities 3.1 4.7 Derivatives 62.1 4.9 Current tax liabilities 1.7 - Provisions 75.4 32.3 Total current liabilities 474.2 334.5 Non-current liabilities Other payables 49.8 15.5 Borrowings 302.1 710.6 Lease liabilities 13.2 11.0 Derivatives 3.1 6.7 Deferred tax liabilities 17.8 38.6 Provisions 3.9 9.5 Total non-current liabilities 389.9 791.9 Total liabilities 864.1 1,126.4 NET ASSETS 2,764.2 2,151.4 Equity Contributed equity and treasury shares 1,160.4 1,279.5 Reserves 46.9 59.8 Retained earnings 1,556.9 812.1 TOTAL EQUITY 2,764.2 2,151.4 For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 157 7.6. Related party transactions The related parties identified by the Directors include investments and Key Management Personnel. Details of investment in subsidiaries are disclosed in note 6.3 and details of the Orora Employee Share Trust are provided in note 6.4. The Group does not hold any interests in associates or joint ventures. 7.6.1. Parent entity The ultimate parent entity within the Orora Group is Orora Limited, which is domiciled and incorporated in Australia. Transactions with entities in the wholly-owned Orora Group are made on normal commercial terms and conditions and during the year included: • purchases and sales of goods and services; • advancement and repayment of loans; • interest expense paid by Orora Limited for money borrowed; • transfer of tax-related balances for tax consolidation purposes; • provision of transactional banking facilities on behalf of subsidiaries; • payment and receipt of intercompany dividends; and • provision of payroll, superannuation, share-based remuneration and managerial assistance. 7.6.2. Other related parties Contributions to superannuation funds on behalf of employees are disclosed in note 1.5. Employee private bonds, recognised on the acquisition of Saverglass, are disclosed in note 2.3. 7.7. Key Management Personnel Key Management Personnel (KMP) consists of Orora Limited Executive and Non-Executive Directors and the Chief Financial Officer. Key Management Personnel compensation is as follows: $ thousand 2025 2 024 Short-term employee benefits 4,793 4,196 Long-term employee benefits 37 87 Post employment benefits 150 156 Share-based payment expense 1,279 1,291 Other benefits 298 51 6,557 5,781 Detailed remuneration disclosures are provided in the Remuneration Report section of the Directors’ Report. Apart from the information disclosed in this note, no Director has entered into a material contract with the Group this financial year and there were no material contracts involving Directors’ interests existing at year end (2024: nil). At 30 June 2025, no individual KMP or related party holds a loan with the Group (2024: nil). For personal use only
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Notes to the financial statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 158 ORORA LIMITED ANNUAL REPORT 2025 Section 7: Other notes to the financial statements (continued) 7.8. New and amended accounting standards and interpretations 7.8.1. Adopted from 1 July 2024 All new and amended Australian Accounting Standards and Interpretations mandatory from 1 July 2024 to the Group have been adopted, including: • AASB 2020-1 Amendments to Australian Accounting Standards – Classification of Liabilities as Current or Non-current; • AASB 2022-5 Amendments to Australian Accounting Standards – Lease Liability in a Sale and Leaseback; • AASB 2022-6 Amendments to Australian Accounting Standards – Non-current Liabilities with Covenants; and • AASB 2023-1 Amendments to Australian Accounting Standards – Supplier Finance Arrangements. The Group has no transactions that are affected by the amended standards, or the Group’s accounting policies are already consistent with the new requirements. As such, the adoption of the amending standards has not resulted in a change to the financial results or position of the Group. New disclosures for non-current borrowings subject to covenants and supplier finance arrangements have been provided as a result of the adoption of the amendments in AASB 2022-6 and AASB 2023-1. Refer to notes 2.3 and 5.4. 7.8.2. Issued but not yet effective AASB 18 Presentation and Disclosure in Financial Statements AASB 18 introduces key presentation and disclosure requirements to improve the information contained within the financial statements with the aim to provide better information enabling financial statement users to make better decisions. The amendments to disclosure requirements include: • newly defined subtotals in the income statement requiring income and expenses to be classified into operating, investing and financing categories, including two newly defined subtotals – operating profit and profit before financing and income taxes; • disclosure of management-defined performance measures; • enhance requirements for grouping (aggregation or disaggregation) of information. AASB 18 replaces AASB 101 Presentation of Financial Statements and as a result, the requirements of AASB 101 have either been replaced by new requirements in AASB 18 or transferred to AASB 18 or other relevant Australian Accounting Standards. The new standard is effective for annual periods beginning on or after 1 January 2027; early adoption is permitted. The new disclosure requirements of AASB 18 are expected to impact the financial statement disclosures of the Group. An assessment is currently being undertaken to identify the potential presentational changes within the Group’s financial statements. In addition, the following amending accounting standards issued by the AASB that are not yet effective are available for early adoption but have not been applied in preparing this financial report. These standards are not expected to have a significant impact upon the Group’s consolidated financial statements: • AASB 2023-5 Amendments to Australian Accounting Standards – Lack of Exchangeability; • AASB 2024-2 Amendments to Australian Accounting Standards – Amendments to the Classification and Measurement of Financial Instruments; • AASB 2024-3 Amendments to Australian Accounting Standards – Annual Improvements Volume 11; and • AASB 2025-1 Amendments to Australian Accounting Standards – Contracts Referencing Nature-dependent Electricity. For personal use only
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Consolidated entity disclosure statement as at 30 June 2025 ORORA LIMITED ANNUAL REPORT 2025 159 Entity name Entity type Australian tax jurisdiction entities Orora Limited Australia Body Corporate Australia n/a n/a Orora Packaging Australia Pty Ltd Australia Body Corporate Australia n/a 100% AGAL Holdings Pty Limited Australia Body Corporate Australia n/a 100% Orora Investments Pty Ltd (formerly Envirocrates Pty Ltd) Australia Body Corporate Australia n/a 100% ACN002693843 Box Pty Ltd Australia Body Corporate Australia n/a 100% Chapview Pty Ltd Australia Body Corporate Australia n/a 100% Orora Closure Systems Pty Ltd Australia Body Corporate Australia n/a 100% Saverglass Australia Pty Ltd Australia Body Corporate Australia n/a 100% Orora Employee Share Trust (1) Australia Trust Australia n/a n/a Foreign tax jurisdiction entities Orora New Zealand Team Member Share Plan Trust (1) New Zealand Trust Foreign New Zealand n/a Orora NZ Holdings Limited New Zealand Body Corporate Foreign New Zealand 100% Orora Packaging New Zealand Limited New Zealand Body Corporate Foreign New Zealand 100% OF Holdings SAS France Body Corporate Foreign France 100% Saverglass SAS France Body Corporate Foreign France 100% Alphadec SAS France Body Corporate Foreign France 100% Alphaglass SAS France Body Corporate Foreign France 100% Saverglass Orora France Services France Body Corporate Foreign France 100% Societe Nouvelle des Verreries d'Amerique France Body Corporate Foreign France 100% Tourres et Cie SAS France Body Corporate Foreign France 100% Saverplus SARL France Body Corporate Foreign France 100% OMEGA Immobiliere et Financiere Belgium Body Corporate Foreign Belgium 100% MD Verre Belgium Body Corporate Foreign Belgium 100% Saverglass Inc United States Body Corporate Foreign United States 100% Distribuidora Saverglass Limitada Chile Body Corporate Foreign Chile 100% Saverglass S de RL de CV Mexico Body Corporate Foreign Mexico 100% Saverglass Services Mexico, S de RL de CV Mexico Body Corporate Foreign Mexico 100% Saverglass LLC UAE Body Corporate Foreign UAE 100% Saverglass Iberica Unipessoal Portugal Body Corporate Foreign Portugal 100% Saverglass Iberica Unipessoal Spain Branch Foreign Spain n/a Saverglass Pty Ltd South Africa Body Corporate Foreign South Africa 100% Saverglass (NZ) Ltd New Zealand Body Corporate Foreign New Zealand 100% Saverglass Italia s.r.l Italy Body Corporate Foreign Italy 100% Moldeco SAS Unipersonnelle France Body Corporate Foreign France 100% Lancon Produits Industriels SA à conseil d’administration France Body Corporate Foreign France 100% Collver SARL SA à conseil d’administration France Body Corporate Foreign France 100% Nusbaumer S.N. SA à conseil d’administration France Body Corporate Foreign France 100% Fonderie Caffier Barreau SAS Unipersonnelle France Body Corporate Foreign France 100% La Voie Royale SARL France Body Corporate Foreign France 100% Le Grand Parcours Société Civile France Body Corporate Foreign France 100% Country of incorporation Australia or Foreign tax resident % share capital held Jurisdiction of Foreign tax residency (1) The Company directly or indirectly has 100% ownership interest in these entities. For personal use only
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Consolidated entity disclosure statement as at 30 June 2025 160 ORORA LIMITED ANNUAL REPORT 2025 Determination of tax residency Section 295 (3A) of the Corporations Act 2001 requires that the tax residency of each entity which is included in the Consolidated Entity Disclosure Statement (CEDS) be disclosed. In the context of an entity which was an Australian resident, ‘Australian resident’ has the meaning provided in the Income Tax Assessment Act 1997. The determination of tax residency involves judgement as the determination of tax residency is highly fact dependent and there are currently several different interpretations that could be adopted, and which could give rise to a different conclusion on residency. In determining tax residency, the Group has applied the following interpretations: • Australian tax residency – the Group has applied current legislation and judicial precedent, including having regard to the Commissioner of Taxation’s public guidance in Tax Ruling TR 2018/5. • Foreign tax residency – the Group has applied current legislation and where available judicial precedent in the determination of foreign tax residency. Where necessary, the Group has used independent tax advisers in foreign jurisdictions to assist in its determination of tax residency to ensure applicable foreign tax legislation has been complied with. For personal use only
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Directors’ declaration ORORA LIMITED ANNUAL REPORT 2025 161 1. In the opinion of the Directors of Orora Limited (the Company): (a) the financial statements and notes, the consolidated entity disclosure statement, and the Remuneration Report within the Directors’ Report, are in accordance with the Corporations Act 2001 including: i. complying with Australian Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; ii. giving a true and fair view of the Orora Group’s financial position as at 30 June 2025 and its performance for the year ended on that date; iii. the information contained within the consolidated entity disclosure statement is true and correct as at 30 June 2025; and (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. 2. Within the notes to the financial statements, it is confirmed that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board. 3. At the date of this declaration, there are reasonable grounds to believe that the Company and the consolidated entities identified in note 7.5 will be able to meet any obligations or liabilities to which they are or may become subject by virtue of the Deed of Cross Guarantee between the Company and those consolidated entities pursuant to ASIC Corporations (Wholly-Owned Companies) Instrument 2016/785. 4. The Directors have been given the declarations required by section 295A of the Corporations Act 2001 by the Managing Director and Chief Executive Officer and Chief Financial Officer for the financial year ended 30 June 2025. Signed in accordance with a resolution of the Directors. A R Sindel Chair 14 August 2025 For personal use only
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Independent Auditor’s Report to the members of Orora Limited 162 ORORA LIMITED ANNUAL REPORT 2025 For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 163 For personal use only
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Independent Auditor’s Report to the members of Orora Limited 164 ORORA LIMITED ANNUAL REPORT 2025 For personal use only
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ORORA LIMITED ANNUAL REPORT 2025 165 For personal use only
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Independent Auditor’s Report to the members of Orora Limited 166 ORORA LIMITED ANNUAL REPORT 2025 For personal use only
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Statement of shareholdings ORORA LIMITED ANNUAL REPORT 2025 167 Statement pursuant to Australian Securities Exchange official list requirements. Top 20 shareholders as at 25 July 2025(1) Rank Name Shares held % of issued capital 1 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED [2] 443,614,035 34.62 2 CITICORP NOMINEES PTY LIMITED 240,187,683 18.74 3 J P MORGAN NOMINEES AUSTRALIA PTY LIMITED 238,328,761 18.60 4 BNP PARIBAS NOMINEES PTY LTD 54,614,150 4.26 5 NATIONAL NOMINEES LIMITED 21,968,544 1.71 6 BNP PARIBAS NOMS PTY LTD 14,945,194 1.17 7 RIVER CAPITAL PTY LTD 11,000,000 0.86 8 RIVER CAPITAL PTY LTD 10,767,072 0.84 9 CITICORP NOMINEES PTY LIMITED 5,347,371 0.42 10 PACIFIC CUSTODIANS PTY LIMITED 5,062,786 0.40 11 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED [2] 5,030,267 0.39 12 BNP PARIBAS NOMINEES PTY LTD 4,054,693 0.32 13 NETWEALTH INVESTMENTS LIMITED 3,880,620 0.30 14 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 3,246,006 0.25 15 BNP PARIBAS NOMINEES PTY LTD 2,866,668 0.22 16 BNP PARIBAS NOMS (NZ) LTD 2,490,212 0.19 17 NETWEALTH INVESTMENTS LIMITED 2,098,298 0.16 18 SANDHURST TRUSTEES LTD 1,750,000 0.14 19 MR BRIAN PHILLIP LOWE & MRS KIRSTY LILA LOWE 1,538,245 0.12 20 PACIFIC CUSTODIANS PTY LIMITED 1,482,748 0.12 Total 1,074.273,353 83.84 (1) Many of the 20 largest shareholders shown hold shares in Orora Limited as a nominee or custodian. In accordance with the reporting requirements, the tables reflect the legal ownership of shares and not the details of the underlying beneficial holders. (2) HSBC Custody Nominees (Australia) Limited is listed twice in the above table as they are registered separately under the same name on the share register. Substantial shareholders as at 25 July 2025 Holder Last Notice of Substantial Shareholding No. of Shares Perpetual Limited 18 June 2025 87,585,589 The Vanguard Group Inc 6 June 2025 90,195,801 State Street Corporation 11 April 2024 82,939,094 Australian Retirement Trust Pty Ltd 28 March 2025 79,291,207 United Super Pty Ltd 12 December 2024 95,527,667 Allan Gray Australia Pty Ltd 4 July 2025 257,823,939 For personal use only
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Statement of shareholdings 168 ORORA LIMITED ANNUAL REPORT 2025 Distribution of shareholdings Fully paid ordinary shares as at 25 July 2025 Range No. of holders No. of shares % of issued capital 100,001 and over 161 1,107,283,192 86.41 10,001 to 100,000 4,264 94,888,161 7.41 5,001 to 10,000 4,643 33,632,471 2.62 1,001 to 5,000 16,031 38,827,762 3.03 1 to 1,000 13,869 6,730,828 0.53 Total 38,968 1,281,362,414 100.00 Unmarketable parcels 3,158 338,689 0.03 Voting rights Votes of shareholders are governed by Rules 17 and 18 of the Company’s Constitution. In broad summary, but without prejudice to the provisions of these rules, on a show of hands every shareholder present shall have one vote and upon a poll every shareholde r present, or by proxy or attorney, shall have one vote for every fully paid share held. Unquoted equity securities — Issued pursuant to various Orora Limited Employee Incentive Plans as at 25 July 2025 Unquoted equity securities No. participating No. of securities Options over ordinary shares – exercise price $3.58 6 1,000,518 Rights 71 9,727,796 For personal use only
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Five-year historical information ORORA LIMITED ANNUAL REPORT 2025 169 Results shown for all operations before significant items except where indicated(1) $ million (except where indicated) For the years ended 30 June 2025 2024 2023 2022 2021 Orora Consolidated Results Net sales 3,464.7 4,697.6 4,291.3 4,090.8 3,538.0 Operating profit before interest and tax pre significant items 354.5 404.0 320.5 285.5 249.1 Operating profit before tax pre significant items 272.5 300.9 273.0 258.8 216.3 Net operating profit pre significant items 212.8 223.7 203.0 187.1 156.7 Net operating profit after significant items 973.1 185.2 184.8 184.7 135.8 Basic earnings per share (cents) pre significant items 16.1 17.9 22.2(2) 21.7 16.9 Basic earnings per share (cents) after significant items 73.4 14.8 20.2(2) 21.4 14.6 Dividend and distribution 132.8 142.9 143.4 134.8 113.0 Dividend per ordinary share (cents) 10.0 10.0 17.5 16.5 14.0 Dividend franking (% p.a) - - – – – Dividend cover (times) 97.3 18.5 10.6 11.2 9.7 Financial Ratios Net tangible asset backing per share ($) 1.07(3) 0.24(4) 0.41(5) 0.33[6] 0.37[7] Net EBITDA interest cover pre significant items (times) 6.4 6.0 9.3 15.1 11.2 Gearing (net debt/net debt and shareholders' equity) (%) 8% 46% 49% 46% 37% Return on average funds employed (%)(8) 10.0% 14.3% 21.8% 22.4% 19.9% Financial Statistics Income from dividends and interest 6.2 12.9 1.4 0.6 0.2 Depreciation and amortisation provided during the year 174.3 212.4 123.0 117.9 120.2 Net finance costs 82.0 103.1 47.5 26.7 32.8 Cash flow from operations 372.7 387.6 250.3 257.6 270.6 Capital expenditure and acquisitions 266.6 2,419.6 189.7 92.2 59.0 Balance Sheet Data as at 30 June Current assets 1,322.0 1,934.7 1,257.7 1,307.7 980.8 Non-current assets 3,526.1 4,058.0 1,544.1 1,401.1 1,343.8 Total assets 4,848.1 5,992.7 2,801.8 2,708.8 2,324.6 Current liabilities 933.7 1,218.6 1,084.9 1,122.3 806.3 Non-current liabilities 1,017.8 2,682.4 916.7 854.8 749.7 Total liabilities 1,951.5 3,901.0 2,001.6 1,977.1 1,556.0 Net assets 2,896.6 2,091.7 800.2 731.7 768.6 Shareholders' equity Contributed equity and treasury shares 1,160.4 1,279.5 (38.8) (37.3) 80.8 Reserves 50.7 98.4 167.5 138.9 107.6 Retained profits 1,685.5 713.8 671.5 630.1 580.2 Total shareholders' equity 2,896.6 2,091.7 800.2 731.7 768.6 Other data as at 30 June: Fully paid shares (000's) 1,281,381 1,343,500 845,352 845,352 890,240 Orora share price – year's high ($) 2.72 3.69 3.70 4.00 3.33 – year's low ($) 1.70 1.93 2.84 3.06 2.23 – close ($) 1.89 1.97 3.29 3.65 3.33 Market capitalisation 2,421.8 2,646.7 2,781.2 3,085.5 2,964.5 Employee numbers 4,371 7,533 4,657 4,820 3,768 Number of shareholders 39,268 43,321 39,966 40,646 44,653 (1) The financial information in the above table is presented on a total operations basis and therefore the period FY21-FY25 includes the financial results of the Orora Packaging Solutions and Closures businesses that were divested in FY25 (refer note 6.1). (2) The earnings per share for FY23 has been restated to reflect the bonus element of the share issue that occurred during the period. (3) The net tangible asset backing per ordinary share is inclusive of right-of-use assets and liabilities. This measure would reduce to $0.96 if right-of-use assets were excluded and right-of-use liabilities were included in the calculation. (4) The net tangible asset backing per ordinary share is inclusive of right-of-use assets and liabilities. This measure would reduce to negative $0.02 if right-of-use assets were excluded and right-of-use liabilities were included in the calculation. (5) The net tangible asset backing per ordinary share is inclusive of right-of-use assets and liabilities. This measure would reduce to $0.20 if right-of-use assets were excluded and right-of-use liabilities were included in the calculation. (6) The net tangible asset backing per ordinary share is inclusive of right-of-use assets and liabilities. This measure would reduce to $0.13 if right-of-use assets were excluded and right-of-use liabilities were included in the calculation. (7) The net tangible asset backing per ordinary share is inclusive of right-of-use assets and liabilities. This measure would reduce to $0.15 if right-of-use assets were excluded and right-of-use liabilities were included in the calculation. (8) Return on average funds employed is calculated as EBIT divided by average funds employed. For personal use only
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Shareholder information 170 ORORA LIMITED ANNUAL REPORT 2025 Shareholder enquiries Shareholders seeking information about their shareholding or dividends should contact Orora’s Share Registry, MUFG Corporate Markets (previously known as Link Market Services Limited]. Contact details can be found on the inside back cover of this report. For security and privacy reasons, before contacting the Share Registry, shareholders should have their Securityholder Reference Number (SRN) or Holder Identification Number (HIN) available. Shareholders can also access a wide variety of holding information via MUFG Corporate Markets website: https://www.mpms.mufg.com and make changes either online or by downloading a form. These changes include: • choosing the preferred method of receiving the Annual Report, Notice of Meeting and payment statements • checking holding balances • updating address details • providing an email address • updating or providing bank details • electing to participate in the DRP. Stock Exchange listing Orora Limited shares are listed on the Australian Securities Exchange (ASX) and are traded under the code ORA. Annual General Meeting The Annual General Meeting of Orora Limited will be held at 10.30am (Melbourne time: AEST) on 15 October 2025. Formal notice of the Meeting is sent to each shareholder. Orora publications and communications The Annual Report is mailed in mid-September only to those shareholders who have previously requested to receive hard copies of the document. If you have previously requested a printed copy of the Annual Report, but no longer require it in printed form, please update your preference online with MUFG Corporate Markets or advise in writing. To view this report online, or to download a copy, visit Orora’s website: www.ororagroup.com. Orora’s website, www.ororagroup.com, offers shareholders details of the latest share price, announcements made to the ASX, including half-year and full-year results, investor and analyst presentations and many other publications that may be of interest. Dividend Reinvestment Plan (DRP) The DRP provides shareholders in Australia and New Zealand with the opportunity to reinvest their dividends to acquire additional Orora shares. Shares acquired under the DRP rank equally with existing fully paid ordinary shares. Full details of the DRP and a DRP election form are available from Orora’s Share Registry or from Orora’s website. Dividends Orora normally pays dividends around April and October each year. Shareholders should retain all remittance advice relating to dividend payments for tax purposes. Direct deposit to a bank, building society or credit union account Shareholders can receive their dividends directly into a nominated bank, building society or credit union account held in Australia, the United States of America or New Zealand. The currency selected must match the location of the financial institution. For example, NZD can only be paid into an account held with a financial institution located in New Zealand. Shareholders can provide or update banking details online at Orora’s Share Registry at: https://www.mpms.mufg.com. Cheque payable to international shareholders (other than New Zealand) International shareholders (other than shareholders domiciled in New Zealand) who do not have an account with an Australian financial institution will no longer receive their dividends by Australian dollar cheque following the payment of the full year dividend in October 2025. International shareholders are encouraged to contact MUFG to make arrangements to register a valid bank account. In addition, eligible shareholders can choose to have their dividend earnings reinvested in Orora shares. For personal use only
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Corporate directory ORORA LIMITED ANNUAL REPORT 2025 171 Orora Limited Registered office and principal administrative office: 109–133 Burwood Road Hawthorn Victoria 3122 Australia Telephone: +61 3 9116 1711 Website: www.ororagroup.com ABN: 55 004 275 165 Chair Mr Rob Sindel Managing Director and Chief Executive Officer Mr Brian Lowe Chief Financial Officer Mr Shaun Hughes Company Secretary Ms Ann Stubbings Alternate Company Secretary Ms Susannah Jobling Hodgens Auditors KPMG Street address: Tower Two Collins Square 727 Collins Street Melbourne Victoria 3008 Australia Postal Address: GPO Box 2291U Melbourne Victoria 3001 Australia Telephone: +61 3 9288 5555 Facsimile: +61 3 9288 6666 DX: 30824 Melbourne Website: www.kpmg.com.au ABN: 51 194 660 183 Orora share registry MUFG Corporate Markets (AU) Limited A division of MUFG Pension & Market Services Street address: Tower 4, Collins Square 727 Collins Street Melbourne Victoria 3008 Australia Postal address: Locked Bag A14 Sydney South NSW 1235 Australia Telephone: +61 1800 207 622 (toll free within Australia) Facsimile: +61 2 9287 0303 Email: orora@cm.mpms.mufg.com Website: au.investorcentre.mpms.mufg.com For personal use only
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Financial calendar 2025–2026 172 ORORA LIMITED ANNUAL REPORT 2025 Financial calendar 2025-2026 Financial year 2025 (FY25) ends 30 June 2025 Announcement of full-year results for FY25 14 August 2025 Ex-dividend date for final dividend FY25 29 August 2025 Record date for final dividend FY25 1 September 2025 Dividend payment date for FY25 final dividend 7 October 2025 Annual General Meeting 15 October 2025 Financial half-year 2026 ends 31 December 2025 Announcement of interim results for financial year 2026 (FY26) February 2026 Ex-dividend date for interim dividend FY26 March 2026 Record date for interim dividend FY26 March 2026 Dividend payment date for FY26 interim dividend April 2026 Financial year 2026 (FY26) ends 30 June 2026 If any amendments to this Annual Report are required, they will be disclosed to the ASX and posted on Orora’s website under the Investor section at ororagroup.com/investors For personal use only
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ororagroup.com For personal use only