Investor Presentaiton
International Offer restrictions
This document does not constitute an offer of New Shares in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Shares may not be offered or sold, in any
country outside Australia except to the extent permitted below.
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Canada
This document constitutes an offering of New Shares only in the Provinces of British Columbia, Ontario and Quebec (the "Provinces") and to those persons to whom they may be lawfully distributed in the Provinces, and only by
persons permitted to sell such New Shares. This document is not, and under no circumstances is to be construed as, an advertisement or a public offering of securities in the Provinces. This document may only be distributed in the
Provinces to persons that are "accredited investors" within the meaning of National Instrument 45-106 - Prospectus Exemptions or section 73.3 of the Securities Act (Ontario) (collectively "NI 45-106").
No securities commission or similar authority in the Provinces has reviewed or in any way passed upon this document, the merits of the New Shares or the offering of New Shares and any representation to the contrary is an offence.
No prospectus has been, or will be, filed in the Provinces with respect to the offering of New Shares or the resale of such securities. Any person in the Provinces lawfully participating in the offer will not receive the information, legal
rights or protections that would be afforded had a prospectus been filed and receipted by the securities regulator in the applicable Province. Furthermore, any resale of the New Shares in the Provinces must be made in accordance
with applicable Canadian securities laws which may require resales to be made in accordance with exemptions from dealer registration and prospectus requirements. These resale restrictions may in some circumstances apply to
resales of the New Shares outside Canada and, as a result, Canadian purchasers should seek legal advice prior to any resale of the New Shares.
Orora as well as its directors and officers may be located outside Canada and, as a result, it may not be possible for purchasers to effect service of process within Canada upon Orora or its directors or officers. All or a substantial
portion of the assets of Orora and such persons may be located outside Canada and, as a result, it may not be possible to satisfy a judgment against Orora or such persons in Canada or to enforce a judgment obtained in Canadian
courts against Orora or such persons outside Canada.
Statutory rights of action for damages and rescission
Securities legislation in certain of the Provinces may provide purchasers with, in addition to any other rights they may have at law, rights of rescission or to damages, or both, when an offering memorandum that is delivered to
purchasers contains a misrepresentation. These rights and remedies must be exercised within prescribed time limits and are subject to the defenses contained in applicable securities legislation. Prospective purchasers should refer
to the applicable provisions of the securities legislation of their respective Province for the particulars of these rights or consult with a legal adviser.
The following is a summary of the statutory rights of rescission or to damages, or both, available to purchasers in Ontario. In Ontario, every purchaser of the New Shares purchased pursuant to this document (other than (a) a
"Canadian financial institution" or a "Schedule III bank" (each as defined in NI 45-106), (b) the Business Development Bank of Canada or (c) a subsidiary of any person referred to in (a) or (b) above, if the person owns all the voting
securities of the subsidiary, except the voting securities required by law to be owned by the directors of that subsidiary) shall have a statutory right of action for damages and/or rescission against Orora if this document or any
amendment thereto contains a misrepresentation. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against Orora. This right of action for rescission or damages is
in addition to and without derogation from any other right the purchaser may have at law. In particular, Section 130.1 of the Securities Act (Ontario) provides that, if this document contains a misrepresentation, a purchaser who
purchases the New Shares during the period of distribution shall be deemed to have relied on the misrepresentation if it was a misrepresentation at the time of purchase and has a right of action for damages or, alternatively, may
elect to exercise a right of rescission against Orora, provided that:
a)
Orora will not be liable if it proves that the purchaser purchased the New Shares with knowledge of the misrepresentation;
b)
c)
in an action for damages, Orora is not liable for all or any portion of the damages that Orora proves does not represent the depreciation in value of the New Shares as a result of the misrepresentation relied upon; and
in no case shall the amount recoverable exceed the price at which the New Shares were offered.
OR RA
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