[DEF 14A] Amcor plc Definitive Proxy Statement

Rhea-AI Filing Summary

Amcor plc's 2025 proxy statement reports operational and compensation outcomes and several governance proposals for shareholder votes. The company posted net sales of $15,009 million, GAAP net income of $511 million, adjusted EBIT of $1,723 million, adjusted EPS of 71.2 cps and adjusted free cash flow of $926 million. Safety metrics included a TRIR of 0.27 and 68% of sites injury-free for over 12 months. The filing discloses inclusion in Moody's ESG Investment Register, FTSE4Good and DJSI Australia and ratings such as CDP B, EcoVadis Gold and MSCI AA.

The proxy seeks shareholder approval to elect eleven directors, ratify PwC as auditor, approve Say-on-Pay and an annual frequency for advisory votes, and amend the Memorandum to permit a 1-for-5 reverse stock split. The filing states no related party transactions exceeded the Item 404 threshold in fiscal 2025 and describes executive compensation design, STI/LTI mechanics, clawback and share ownership requirements.

Positive

• Strong sales and cash generation: Net sales of $15,009 million and adjusted free cash flow of $926 million
• Profitability metrics: Adjusted EBIT $1,723 million and GAAP net income $511 million
• Safety performance: TRIR of 0.27 and 68% of sites injury-free for over 12 months
• Governance and oversight: Audit Committee members qualify as audit committee financial experts and committee oversight of cybersecurity
• ESG recognition: Inclusion in Moody's ESG Investment Register, FTSE4Good and DJSI Australia; CDP B, EcoVadis Gold and MSCI AA ratings
• No reportable related-party transactions: No Item 404 transactions exceeded the $120,000 threshold in fiscal 2025

Negative

• Peer performance lag: Company has been outperformed by its TSR peer group in each fiscal year presented
• Reverse stock split risks disclosed: Proposal may reduce liquidity, create odd lots and could result in cash payments for fractional shares
• Post-merger share count change: Merger increased outstanding shares from ~1.45bn to ~2.30bn, prompting the reverse split proposal
• Potential compensation complexity: Numerous deferred, pro rata and conversion rules for departing executives that may create short-term cash settlements (e.g., settlements described for a departing NEO)

Insights

Compensation Specialist

TL;DR: Executive pay is tightly linked to performance with deferred equity and clawback policies, but peer underperformance limits upside.

The compensation framework emphasizes performance-based STI and LTI with portions deferred as RSUs, minimum shareholding requirements (300% of base salary) and recovery/clawback policies consistent with SEC/NYSE standards. Fiscal 2025 incentive outcomes reflect consolidated results (adjusted EPS 71.2 cps, adjusted FCF $926m). The committee retained discretion over peer group composition and disclosed the company has been outperformed by its TSR peer group in the periods presented, which suggests alignment mechanisms are tested by relative performance. Overall impact: neutral to modestly constructive for alignment, though historical relative underperformance is material to pay-for-performance assessment.

Corporate Governance Expert

TL;DR: Governance package combines standard audit oversight, independence safeguards and a shareholder vote on material corporate actions, including a reverse split.

The Audit Committee is composed of financially literate members and oversees financial reporting, internal controls, PwC independence, permitted non-audit services and quarterly cybersecurity reporting. The Nominating and Corporate Governance Committee is fully independent. The proposal for a 1-for-5 reverse stock split is presented with disclosure of effects and risks (possible reduced liquidity, odd lots, fractional-share cash outs) and requires shareholder approval. The filing also confirms no reportable related-party transactions in fiscal 2025. These elements represent robust governance disclosures and present material items for investor consideration.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

Filed by the Registrant Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

AMCOR PLC

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Table of Contents

Dear Amcor

Shareholders

September 23, 2025

		Fiscal 2025 was a defining year for Amcor—one that marked a bold new chapter in our journey to become the packaging partner of choice, known for sustainability, leadership, more consistent levels of volume-driven organic growth, and attractive shareholder returns. We entered the year with a focus on value creation through disciplined execution and resilience and we made steady progress, delivering volume growth and improved earnings in the face of a challenging macroeconomic environment.  On April 30, 2025 we successfully completed the transformational merger with Berry Global.  This strategic merger brought together two highly complementary businesses to create one of the industry’s most comprehensive, multi-format portfolios of primary packaging solutions for nutrition, health, and beauty and wellness. We closed the transaction ahead of schedule and are deeply grateful to our teams around the world for their efforts in navigating complexity and delivering this milestone in under six months from announcement. Their dedication and professionalism has laid the foundation for a more agile, innovative, and competitive Amcor.  Heading into fiscal 2026, integration is well underway with substantial cost and revenue synergies within our control. Safety, Culture, and Integration Our people remain at the heart of everything we do. Our unwavering commitment to safety continues to be a cornerstone of our culture. In fiscal 2025, Amcor’s legacy operations achieved a total recordable incident rate of 0.27, with 68% of our sites operating injury-free for the entire year, which is a testament to our relentless focus on creating a safe, inclusive and high-performing workplace. As we welcome more than 30,000 new colleagues from Berry, we are committed to building on our combined strong safety track record as we pursue our ultimate goal of zero injuries. We continued to invest in leadership development, training and employee engagement, reinforcing our commitment to building a strong and agile organization. As part of this effort, our combined team’s diverse perspectives, deep experience and shared dedication to excellence will further strengthen our strategic position. Their integration marks an exciting step forward, and we look forward to the innovation and collaboration that will help drive long-term value for our shareholders. Innovation and Sustainability at Scale Amcor’s Purpose - together, we elevate customers, shape lives and protect the future - has never been more relevant. Our R&D strength includes more than 1,500 professionals and an annual investment of approximately $180 million. This scale enables us to accelerate innovation in material science, smart packaging, and sustainability. We are sharpening our R&D focus to address our customers’ most complex challenges—particularly around recyclability, circularity, and carbon reduction. Over the years, we’ve made significant strides in developing and commercializing recycle-ready packaging solutions. Today, the vast majority of our global portfolio is either recyclable or has a recycle-ready alternative. Our teams remain laser-focused on advancing technologies, materials and design innovations to support our long-term vision of a circular economy. With the addition of five new global Innovation Centers, our expanded network now spans ten locations worldwide, accelerating the development and market launch of next-generation packaging solutions tailored to the evolving needs of both customers and consumers.
Graeme Liebelt Chairman
Peter Konieczny Chief Executive Officer

Table of Contents

Financial Strength and Strategic Execution

On a combined basis, overall volumes for the fiscal year were 1% higher compared to the prior year, notwithstanding softer

demand as we exited the year. Full year reported net sales were up double-digits compared to the prior year, largely as a

result of two months’ contribution from the Berry acquisition.

We are confident that the Berry combination will be a powerful catalyst for long-term value creation. We have identified

significant cost and revenue synergies - largely within our control - and expect to deliver significant adjusted earnings per

share accretion by realizing a cumulative total of $650 million of synergies by the end of fiscal 2028. Integration is progressing

well with clear accountability, experienced leadership and dedicated workstreams focused on synergy realization and growth

opportunities.

We continue to pay a compelling and growing dividend, returning approximately $850 million to shareholders through cash

dividend payments.

Positioned for Sustainable Growth

As we enter fiscal 2026, Amcor is a stronger, more diversified company with a more powerful customer value proposition,

enhanced capabilities and a clear path forward.

We have several levers under our control that will lead to strong earnings growth and significantly higher cash generation over

the next several years. We remain confident in our ability to deliver significant earnings accretion in fiscal 2026 by realizing

$260 million of pre-tax synergies, reflecting the strength of our integration strategy and execution capabilities. We are taking

definitive actions that will improve the financial performance of our businesses and we are focusing the business on attractive

nutrition, health, and beauty and wellness markets through portfolio optimization. Each and all of these contribute to creating a

stronger business and long-term shareholder value. Our strategic priorities are clear, our execution plans are in motion and our

confidence in the future is grounded in the strength of our people, our purpose, and our performance.

Thank you for your continued trust and support in Amcor.

Table of Contents

Table of Contents

Notice of Annual Meeting of Shareholders	3
Proxy Statement Summary	4
Matters to Be Voted on at the 2025 Annual Meeting	4
Amcor plc	4
Business Highlights	4
Nominees for Directors	5
Corporate Governance Highlights	6
Executive Compensation Highlights	7
Sustainability	8
Human Capital	10
Proposal 1 Re-election of Directors	12
Director-Nominees	12
Director Compensation Summary	18
Fiscal Year 2025 Director Compensation	19
Board Composition	20
Director Independence	20
Board Background	20
Director Commitments	20
Board Refreshment	20
Board Leadership Structure	20
Board Operations	21
Corporate Governance Documents	21
Committees of the Board	21
Director Meeting Attendance	23
Key Areas of Board Oversight	24
Risk Management and Strategic Oversight	24
Environmental, Social and Governance (ESG) Matters	25
Cybersecurity Risk Oversight	25
Human Capital Management	25
Board Governance Practices	26
Board Evaluation Process	26
Shareholder Engagement	26
Recommendations for Directors	26
Communications with the Board	26
Transactions with Related Parties	27
Standards for Approval of Transactions	27
Transactions with Related Parties during Fiscal Year 2025	27
Security Ownership of Directors and Executive Officers	28
Security Ownership of Certain Beneficial Owners	29

Table of Contents

Delinquent Section 16(a) Reports	30
Executive Compensation Discussion and Analysis	31
Named Executive Officers	31
Introduction and Fiscal Year 2025 Highlights	32
Compensation Policy	32
Elements of Compensation	33
Employment Agreements	39
Executive Change in Control Plan	40
Minimum Shareholding Policy	40
Hedging and Pledging Policy	40
Insider Trading Policy	40
Compensation Recovery Policy	40
Compensation Committee Report	41
Executive Compensation Tables	42
2025 Summary Compensation Table	42
2025 Benefits, Relocation Expenses, Plan Contributions and Tax-Related Payments (the “All Other Compensation” Column)	43
2025 Grants of Plan-Based Awards	44
Outstanding Equity Awards at 2025 Fiscal Year-End	46
2025 Option Exercises and Stock Vested	49
2025 Nonqualified Deferred Compensation	50
Potential Payments Upon Termination or Change in Control	51
CEO Pay Ratio	52
Pay Versus Performance Disclosure	53
Definitions of Non-GAAP Financial Measures	56
Report of the Audit Committee	57
Independent Registered Public Accountant Fees	57
Proposal 2 Ratification of the Appointment of PricewaterhouseCoopers AG as Our Independent Registered Public Accounting Firm for Fiscal Year 2026	59
Proposal 3 Advisory Vote on Executive Compensation (“Say-On-Pay Vote”)	60
Proposal 4 Advisory Vote on the Frequency of Casting an Advisory Vote on Executive Compensation (“Frequency Vote”)	61
Proposal 5 Approval of the Amendment to the Amcor plc Memorandum of Association to Effect a Reverse Stock Split	62
Important Information about the Proxy Materials and Voting Your Shares	70
Submission of Shareholder Proposals and Nominations	74
Proposals for Inclusion in Proxy Statement	74
Other Proposals and Nominees	74
Notice Requirements	74
Important Notice Regarding Availability of Proxy Materials for the Annual General Meeting of Shareholders to Be Held on November 6, 2025	75
Admission Policy	76

3

Table of Contents

Notice of Annual Meeting

of Shareholders

	When: November 6, 2025 at 4:00 P.M. EST, 9:00 P.M. GMT and 8:00 A.M. (Nov. 7) AEDT.			Items of Business: 5 Proposals are listed below.			Who Can Vote: Shareholders of Amcor ’s common stock and CHESS depositary interests via CHESS Depositary Nominees Pty Limited at the close of business on September 8, 2025.			Attending the Meeting: See page 76 for information.
	Where: The Langham Hotel, London, 1C Portland Pl, London W1B 1JA, England.			Date of Mailing: The date of mailing of this Proxy Statement is on or about September 23, 2025.

Items of Business			Record Date
1.	To re-elect eleven Directors for a term of one year;		Only shareholders of record at the close of business on September 8, 2025, will be entitled to receive notice of and to vote at the meeting. Most shareholders have a choice of voting over the internet, by telephone or by using a traditional proxy card or voting instruction form. Please refer to the attached proxy materials or the information forwarded to you by your bank, broker or other holder of record to see voting methods available to you. Please note that an appointed proxy need not also be a shareholder. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on November 6, 2025: The Proxy Statement, 2025 Annual Report and 2025 Form 10-K are available on our website at www.amcor.com/ investors.
2.	To ratify the appointment of PricewaterhouseCoopers AG as our independent registered public accounting firm for fiscal year 2026;
3.	To cast a non-binding, advisory vote on the Company’s executive compensation (“Say-on-Pay Vote”);
4.	To cast a non-binding, advisory vote on the frequency of casting an advisory vote on executive compensation (“Frequency Vote”);
5.	To approve an Amendment to the Amcor plc Memorandum of Association to effect a reverse stock split; and
6.	To transact such other business as may properly come before the meeting.
Your vote is important to us. Please execute your proxy promptly. September 23, 2025 By Order of the Board of Directors

	How to Cast Your Vote (See page 72) You can vote by any of the following methods:
	By internet	By telephone	By mailing your proxy card

Damien Clayton,

Secretary

83 Tower Road North

Warmley, Bristol BS30 8XP

United Kingdom

4 Amcor plc | 2025 Proxy Statement

Table of Contents

Proxy Statement Summary

Our proxy statement contains information about the matters that will be voted on at our Annual General Meeting of

Shareholders (the “Annual Meeting”) as well as other helpful information about Amcor plc (the “Company”). Below is an

executive summary that highlights certain information contained elsewhere in our proxy statement. We encourage you to read

the entire proxy statement carefully before voting.

Matters to Be Voted on at the 2025 Annual Meeting

Proposal		Board Recommendation		For More Detail, See Page:
1.	Re-election of Directors		FOR each Nominee	12
2.	Ratification of PricewaterhouseCoopers AG as our independent registered public accounting firm for fiscal year 2026		FOR	59
3.	Non-binding advisory vote to approve the Company’s executive compensation		FOR	60
4.	Non-binding, advisory vote on the frequency of casting an advisory vote on executive compensation (“Frequency Vote”)		For ONE YEAR	61
5.	Approval of the Amendment to the Amcor plc Memorandum of Association to effect a reverse stock split		FOR	62

Amcor plc

Amcor plc is a holding company incorporated under the laws of the Bailiwick of Jersey in July 2018. On April 30, 2025, Amcor

plc completed its merger with Berry Global Group, Inc. (“Berry”), with Berry surviving as a wholly-owned subsidiary of Amcor

plc (the “Merger”). Amcor is the global leader in developing and producing responsible consumer packaging and dispensing

solutions across a variety of materials for nutrition, health, beauty and wellness categories. Our global product innovation and

sustainability expertise enables us to solve packaging challenges around the world every day, producing a range of flexible

packaging, rigid packaging, cartons and closures that are more sustainable, functional and appealing for our customers and

their consumers. We are guided by our purpose of elevating customers, shaping lives and protecting the future. Supported by

a commitment to safety, in fiscal year 2025, 77,000 Amcor people generated $15.0 billion in annual sales from operations that

span over 400 locations in more than 40 countries.

Business Highlights

	Fiscal 2025 marked another strong year for safety, with a total recordable incident rate (TRIR) of 0.27 and 68% of sites operating injury-free for over 12 months
	Annual sales of $15.0 billion, up 11% compared with last year on a constant currency basis and including two months contribution from Berry. Combined legacy Amcor and legacy Berry annual volume growth of approximately 1%
	Transformational combination with Berry successfully closed ahead of schedule, resulting in a stronger business, a more complete offering of consumer packaging and dispensing solutions for customers and significant value creation for shareholders
	Identified $650 million synergy opportunity from the Berry combination. Integration underway, with clear visibility to significant adjusted earnings per share accretion
	Strategic investments in high-value, faster-growing markets, nutrition, health, and beauty and wellness categories, including healthcare, protein, pet care, and premium consumer packaging
	Well-positioned for fiscal 2026, with a stronger, more diversified and focused portfolio and clear execution plans to drive sustainable earnings growth and shareholder value

Amcor plc | 2025 Proxy Statement 5

Table of Contents

Nominees for Directors

			Director Since			Committee Memberships
Name		Age		Primary Occupation	Independent	A	NG	C	E
Graeme Liebelt		71	2012	Former Managing Director & Chief Executive Officer, Orica Limited
Stephen E. Sterrett	DC	70	2015*	Former Senior Executive Vice President & Chief Financial Officer, Simon Property Group, Inc.
Peter Konieczny		60	2024	Chief Executive Officer, Amcor plc
Achal Agarwal		66	2021	Former Chief Strategy & Transformation Officer, Kimberly-Clark Corporation
Susan Carter		66	2021	Former Senior Vice President & Chief Financial Officer, Ingersoll-Rand Plc
Graham Chipchase CBE		62	2024	Chief Executive Officer, Brambles LTD
Jonathan F. Foster		64	2014*	Founder and Managing Partner, Current Capital Partners LLC
Lucrèce Foufopoulos-De Ridder		58	2023	Former Executive Vice President, Borealis
James T. Glerum, Jr.		65	2024*	Former Vice Chairman, Investment Banking, Citigroup
Nicholas T. Long (Tom)		66	2017	Former Chief Executive Officer, MillerCoors, LLC
Jill A. Rahman		64	2020*	Chief Operating Officer, The Greater Chicago Food Depository

 Chairman of the Board      DC: Deputy Chairman  Committee Chair

A: Audit Committee     NG: Nominating and Corporate Governance Committee     C: Compensation Committee     E: Executive Committee

*Includes service on Berry’s Board of Directors prior to the Merger.

Gender

Composition

Racial / Ethnic

Composition

Geographic

Presence

United

States

Australia

Asia

Male

Gender & Ethnic

Composition

Female

Europe

45%

Racially or

Ethnically

Diverse

6 Amcor plc | 2025 Proxy Statement

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Tenure*

5.5 years

Average Tenure

Less than

3 years

3-10

years

More than

10 years

Age

64.7 years

Average Age

45-58

years

59-65

years

66 years

or older

Skills and Experience

	Executive Leadership				Manufacturing and Operations				Innovation and Technology
	lllllllllll	11			lllllllllll	6			lllllllllll	5
	International Business Experience				Strategy and M&A				Professional Services
	lllllllllll	9			lllllllllll	9			lllllllllll	5
	Fast Moving Consumer Goods				IT/Cybersecurity				Sustainability
	lllllllllll	6			lllllllllll	5			lllllllllll	8

*Includes service on Berry’s Board of Directors prior to the Merger

Corporate Governance Highlights

	All Director nominees, other than the Chief Executive Officer (“CEO”), are independent
	Independent Chairman of the Board
	Regular executive sessions of independent Directors
	Annual election of all Directors
	Proactive shareholder engagement program
	Single class of shares
	No shareholder rights plan (poison pill)
	Shareholder right to call special meeting
	Stock ownership requirements for Directors and Executive Officers
	Active Board and Audit Committee oversight of risk management
	Active Board and Audit Committee oversight of cybersecurity
	Full Board engagement and active oversight of sustainability with strategic focus
	Annual comprehensive Board and committee evaluations
	Ongoing Board refreshment with an emphasis on diversity of backgrounds, viewpoints, skills and experiences
	Mandatory Director retirement at age 75
	No Directors are overboarded pursuant to Amcor’s policy for limitations on board service
	All share capital is composed of voting shares; Amcor does not have any non-voting shares

Amcor plc | 2025 Proxy Statement 7

Table of Contents

Executive Compensation Highlights

Our executive compensation framework plays a key role in aligning compensation to business strategy and outcomes that

deliver value to shareholders. The key highlights for fiscal year 2025 are as follows:

•Another strong year for safety, with a total recordable incident rate (TRIR) of 0.27 and 68% of sites operating injury-free

for over 12 months; net sales of $15,009 million (up 11% excluding currency impact); GAAP Net Income $511 million

(including acquisition related cost); adjusted earnings per share (“EPS”)(1) of 71.2 cps (up 3% excluding currency impact);

adjusted earnings before interest and taxes (“EBIT”)(1) of $1,723 million (up 12% excluding currency impact); and adjusted

free cash flow(1) of  $926 million.

•The above results are appropriately reflected in incentive outcomes for fiscal year 2025, reinforcing that our variable

compensation programs (which are 100% performance-based and at risk) have a strong alignment to our strategic

priorities and the interests of shareholders.

	WHAT WE DO
		Variable incentives are 100% performance-based and 100% at-risk. This means performance conditions apply to short term incentives and all equity-based incentives (restricted share units, performance shares, and share options)
		To ensure alignment with shareholders, Amcor uses financial targets in its incentives, aligned with shareholder expectations
		For the LTI to vest in full, it requires adjusted EPS to grow by 10% per annum, Return on Average Funds Employed (“RoAFE”)(1) to be 12% or more, and upper quartile relative total shareholder return performance
		Stock ownership requirements for Executive Officers and Directors. These were increased during fiscal year 2025 to 500% of salary for our CEO, and 300% of salary for direct reports
		Clawback policy applicable to cash and equity awards in event of fraud, dishonesty, breach of obligations and certain restatements
		Actively engage with our shareholders

	WHAT WE DON’T DO
		No multi-year employment agreements or excessive executive severance
		No repricing of options without shareholder approval
		No excise tax reimbursement for payments made in connection with a change in control
		No hedging or pledging of equity awards
		No payment of dividends on unearned performance- based awards or restricted stock units
		No evergreen provision in our 2019 Omnibus Management Share Plan
		No automatic or guaranteed annual base salary increases
		No single trigger change in control severance or equity vesting for executive officers

(1)Adjusted EBIT, Adjusted EPS, Adjusted Free Cash Flow and RoAFE are non-GAAP financial measures defined by the Company as set

forth in the “Definitions of Non-GAAP Financial Measures” section of this proxy statement.

1 Source: Amcor ASSET™ life cycle assessment, certified by the Carbon Trust.

8 Amcor plc | 2025 Proxy Statement

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Sustainability

Sustainability at Amcor

At Amcor, sustainability is a core company value, connecting directly to our purpose of elevating customers, shaping lives and

protecting the future. We believe all packaging can be circular, packaging waste can be eliminated and efficient packaging can

mitigate global warming. Following the combination of Amcor and Berry in April 2025, our ambitions have never been higher.

We are excited about the progress we made in fiscal year 2025 around responsible packaging and keeping Amcor’s products

in circulation and out of the environment at the end of their use. This progress has been achieved through innovation for

packaging design, collaboration for waste management infrastructure and education for greater consumer participation. At the

same time, we continued driving progress in sustainability in other areas within Amcor’s operations and across our value chain.

Our expertise in developing more responsible packaging across a range of materials, combined with our ambitious

sustainability goals and global presence, makes us the partner of choice for market-leading brands and is a key opportunity

that fuels our continued growth.

Highlights of our fiscal year 2025 achievements include:

•We received recognition for our leadership as we expanded our more sustainable packaging platforms to new applications

and markets. Amcor was recognized by the 35th Packaging Innovation Awards for our AmPrima® Plus recycle-ready

solution for coffee, which won in the Special Award category dedicated to emerging markets and breaking frontiers in

mono-material packaging. We were the proud recipient of two Silver Flexible Packaging Achievement Awards in the

category of Sustainability for our Amcor Moda vacuum packaging solution and for our collaboration to develop pre-made

spouted pouches featuring Amcor’s AmPrima® Plus material. We were also honored with two Green Innovation Awards at

the prestigious 2024 SIMEI Innovation Challenge “Lucio Mastroberardino” for our innovative wine and spirit capsule

products – ESSENTIELLE and STELVIN® Goes Greener.

•We leveraged our innovation capabilities to bring new packaging solutions with sustainability benefits to market. We

broadened our paper-based packaging portfolio through product launches such as the recycle-ready AmFiber™

Performance Paper solutions for instant coffee, dry beverage products, and trail mix bars that deliver curbside recyclability

in the paper stream without compromising package performance. We launched many new recycle-ready packaging

formats, including a 2-liter stand-up pouch tailored for home care essentials, a flexible packaging solution for wet wipe

applications using Amcor’s AmPrima® Plus flow wrap and a new line of chewing gum packaging using Amcor’s AmSky™

Blister System.

•We continued our work to design packaging solutions that use fewer materials and have a lower carbon footprint. For

example, Amcor’s new Perflex® shrink bag for turkey breasts reduces packaging material and delivers a 22% reduction in

carbon footprint,1 while our partnership with a skincare brand led to further lightweighting of its flexible tubes that is

expected to save approximately 8.5 metric tons of plastic annually.

•We increased the use of post-consumer recycled (“PCR”) content in our packaging, achieving our global target to use

10% PCR plastic by 2025. This was driven by continued collaborations with our customers to identify new opportunities to

incorporate PCR into packaging, such as our partnership with a leading UK retailer to enhance its hand-cooked crisps and

popcorn packaging to incorporate 35% recycled plastic, following an International Sustainability & Carbon Certification

(“ISCC”)-certified mass-balance approach. These customer collaborations were supported by work within our own

operations to maintain ISCC PLUS certification at many of our manufacturing sites, making it easier for Amcor customers

to use recycled and bio-based content in their packaging and to verify associated sustainability claims.

•We engaged in partnership and advocacy activities focused on enabling a circular economy for packaging. Our

partnerships with organizations like the Alliance to End Plastic Waste and Delterra support investments in on-the-ground

projects to develop collection, sorting and recycling infrastructure globally and to educate consumers about how to handle

their waste. Amcor has also supported development of policy and regulation to enable a system change, including

participating in the Business Coalition for a Global Plastic Treaty. Our teams in Europe worked closely with industry

associations and governments to provide feedback and guidance in the lead-up to the formal adoption of Europe’s

Packaging and Packaging Waste Regulation. Since the adoption of this legislation, Amcor’s sustainability and regulatory

experts remain involved in educating customers and other stakeholders about how to ensure their packaging strategies

are compliant with the new regulation.

We continued driving progress in our work to reduce greenhouse gas (“GHG”) emissions, and we remain on-track to achieve

our near-term and net zero science-based targets. In line with our Decarbonization Roadmap, our GHG reduction efforts in

fiscal year 2025 centered on growing our renewable electricity portfolio, engaging our supply chain, increasing our use of

recycled content and redesigning our products to have a lower carbon footprint. The work of our energy procurement teams

led to another year-over-year increase in renewable electricity purchases. Amcor’s procurement team also hosted our third

annual Supplier Sustainability Summit focused on GHG reduction in February 2025, engaging approximately 100 of our largest

suppliers and collecting information about the carbon footprint of over 12,000 different types of materials that we purchase.

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This information helps us more accurately calculate our carbon footprint and pinpoint specific opportunities for reducing it

through our sourcing activities. Following the combination with Berry, we are in the process of re-baselining our science-based

targets to reflect Amcor’s updated footprint. We plan to submit the updated targets to the Science Based Targets initiative for

validation in early fiscal year 2026.

We were also included in Moody’s ESG Investment Register, FTSE4Good Index and the DJSI Australia Index, and achieved a

B score on the CDP’s Climate Change rating, an EcoVadis Gold rating and an MSCI AA rating.

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Human Capital

Our Human Resources (“HR”) Strategy

Our HR strategy supports execution on our growth ambition. We recognize that we grow our business by growing our people

and placing them at the center of what we do. Our HR Strategy remains fundamental following our Merger, serving as a unified

and scalable framework to attract, develop, and retain high-performing talent aligned with our long-term strategic goals.

Our Employer Value Proposition (“EVP”) of “Possibility unpacked. For you. For the world” reflects our commitment to creating

meaningful opportunities for our people while contributing to a better world. Anchored in this EVP, we apply strategies to attract

and retain top talent, and we monitor key talent metrics, including turnover, internal mobility, and leadership pipeline depth, to

proactively address emerging talent and retention risks.

Our Culture

As part of our integration journey, we introduced a new Culture Framework to align and unify the way we work across the

combined Amcor. This framework consists of three core elements: our purpose, our values, and our behaviors.

Purpose: Together, we elevate customers, shape lives, and protect the future.

Values: Safety, Customers, Winning, Agility, Sustainability.

Behaviors: I do the right thing, I champion customers, I dream big, I make things happen, I play for team Amcor.

Our values and behaviors are built on our existing strengths and are designed to support sustainable, long-term growth. This

new Culture Framework is being embedded through leadership alignment, performance management systems, and talent

development processes.

Our Global Workforce

As of June 30, 2025, approximately 77,000 employees worked for Amcor, with 38% located in North America, 35% in Europe,

Middle East, and Africa, 12% in Latin America, and 15% in the Asia Pacific region. Our geographical distribution enables us to

leverage a broad range of perspectives and skills that reflect the global nature of our business.

Safety

At Amcor, we uphold safety as an unwavering core value at all times. We maintain a strong safety culture rooted in

accountability and continuous improvement, with a clear goal of achieving zero workplace injuries. Through adherence to our

safety principles, we proactively identify, manage, and eliminate risk — resulting in injury rates that remain significantly below

the industry average.

Talent Development

Growing our people is central to our HR Strategy. We continue to invest in a range of leadership development and training

programs across functions and experience levels. We integrate inclusion into our talent development efforts to ensure

equitable growth opportunities. Talent development also plays a key role in our ongoing efforts to build a more inclusive and

forward-thinking workforce. Through targeted programs — such as mentoring and inclusive leadership training — we are

nurturing both individual career growth and our organizational capabilities.

Employee Experience

We are committed to creating an exceptional employee experience by embedding our talent development, engagement, and

inclusion efforts within the fabric of our Culture Framework. This alignment ensures a consistent and inspiring environment

where employees feel valued, supported, and empowered to thrive.

A key element of this approach is a dedicated program designed to equip our Plant Leadership teams and People Managers

with the tools, mindset, and behaviors needed to lead effectively at every stage of the employee lifecycle (from recruitment and

onboarding to performance management and development). By fostering high-impact leadership on the ground we are

strengthening engagement, enabling growth, and driving performance across the organization. This program plays a pivotal

role in supporting our business transformation and talent goals, while reinforcing consistent, values-driven leadership across

diverse teams and geographies. We continue to monitor internal engagement, development, and workforce analytics to inform

action and drive continuous improvement in the employee experience.

Employee Engagement

We prioritize employee engagement through a variety of global and local channels. Our global employee engagement and

pulse surveys provide a platform for employees to share feedback on a broad range of topics, including inclusion, culture,

leadership, and well-being, and drive continuous improvement.

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The survey is complemented by regular feedback loops such as town halls, listening sessions, Employee Resources Groups,

and pulse surveys. These engagement mechanisms help us identify areas for improvement, track cultural progress, and foster

a more connected and resilient workforce.

Integrity

Our employees and Directors are expected to act with integrity and objectivity, always enhancing the Company’s reputation

and performance. The behavior, "I do the right thing," exemplifies our commitment to ethical decision-making across the

organization. All new employees sign our Code of Conduct, which provides a consistent global framework for ethical conduct.

Our culture of integrity is reinforced through targeted training programs across all regions, aligned with applicable national

laws.

We will continue aligning our human capital management with our strategic goals, focusing on growth, innovation,

sustainability, and inclusivity. We are committed to continuing our efforts to attract, develop, and retain the best talent, ensuring

that Amcor remains a leader in our industry. 

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Proposal 1 Re-election of Directors

The Nominating and Corporate Governance Committee of our Board of Directors (the “Board”) has nominated eleven

individuals to be re-elected at the meeting. Each Director is re-elected to a one-year term to serve until his or her successor

has been duly elected and qualified, but subject to prior death, resignation, disqualification or removal from office. Each

nominee has indicated a willingness to serve as a Director. If a Director does not receive a majority of the votes for his or her

re-election, then that Director will not be re-elected to the Board, and the Board may fill the vacancy with a different person, or

the Board may reduce the number of Directors to eliminate the vacancy. Stephen E. Sterrett, Jonathan F. Foster, James T.

Glerum, Jr. and Jill A. Rahman were each a member of the board of directors of Berry prior to the Merger and were appointed

to the Board as of April 30, 2025 in connection with the Merger.

In addition to certain biographical information about each Director and nominee, listed below are the specific experiences,

qualifications, attributes and skills that led to the conclusion that the person should serve as a Director on the Board. 

Director-Nominees

The Board of Directors recommends a vote “FOR” all nominees to serve as Directors.

GRAEME LIEBELT

	PROFESSIONAL BACKGROUND: •Managing Director and Chief Executive Officer of Orica Limited – 2005 to 2012 •Executive Director of Orica Group – 1997 to 2012 •Numerous senior positions with the ICI Australia/Orica group including Managing Director of Dulux Australia, Chairman of Incitec Ltd, Director of Incitec Pivot Ltd and Chief Executive of Orica Mining Services – 1989 to 2012
Age: 71 Director since: 2012 Chairman Committees: INDEPENDENT	OTHER DIRECTORSHIPS: •Australian Foundation Investment Company Limited •Australia and New Zealand Banking Group Limited (previous) •DuluxGroup Ltd (previous)
	KEY QUALIFICATIONS AND EXPERIENCES: In addition to the professional background noted above, Mr. Liebelt is a Fellow of the Australian Academy of Technological Sciences and Engineering and a Life Fellow of the Australian Institute of Company Directors. Mr. Liebelt’s past leadership experiences and expertise in global manufacturing and operations make him particularly qualified to act as Chairman of the Board for Amcor.

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STEPHEN E. STERRETT

PROFESSIONAL BACKGROUND:

•Sr. Executive Vice President and Chief Financial Officer, Indianapolis-based Simon Property Group, Inc. – 2000 to

2014

•Prior to joining the Simon organization in 1988, Mr. Sterrett was a Senior Manager, with the international

accounting firm PricewaterhouseCoopers (previous)

Age: 70

Director

since: 2015*

Deputy Chairman

Committees: Audit,

Executive (Chair)

INDEPENDENT

*Includes service

on Berry’s Board of

Directors prior to

the Merger.

OTHER DIRECTORSHIPS:

•Lead Trustee of Equity Residential  – June 2020 to present

•Trustee of Equity Residential – January 2015 to present

•Butler University – 2018 to present

•The First Tee – 2021 to present

•Berry Global Group, Inc. – 2015 to April 2025

•Realty Income Corporation (previous)

KEY QUALIFICATIONS AND EXPERIENCES:

Mr. Sterrett served on Berry’s board of directors from 2015 until the Merger in April 2025. He serves as a Trustee of

Tindley Accelerated Schools, a K-12 charter school network in Indianapolis, Indiana. Mr. Sterrett holds a B.S. degree

in accounting and an M.B.A. in finance, both from Indiana University. He currently serves on both the Real Estate

Center and the Kelley School of Business advisory boards for Indiana University. Mr. Sterrett’s extensive accounting

and financial experience qualifies him to serve as a director of the Company.

PETER KONIECZNY

PROFESSIONAL BACKGROUND:

•Chief Executive Officer, Amcor plc – September 2024 to present

•    Interim Chief Executive Officer, Amcor plc – April 2024 to September 2024

•    Chief Commercial Officer, Amcor plc – 2020 to April 2024

•    President, Amcor Flexibles Europe, Middle East & Africa and Latin America – 2019 to 2020

•    President, Amcor Flexibles Europe, Middle East & Africa – 2015 to 2019

•    President, Amcor Specialty Cartons – 2010 to 2015

Age:60

Director

since: 2024

Committees:

Executive

KEY QUALIFICATIONS AND EXPERIENCES:

Mr. Konieczny has had a number of leadership roles across several Business Groups within the Amcor organization,

giving him unique insight into the individual challenges and opportunities of the Business Groups’ global business.

Prior to joining Amcor, Mr. Konieczny was appointed President of Silgan White Cap, a global organization specializing

in metal and plastic closures for the food and beverage industries.  He held business group Managing Director and

Chief Finance Officer positions in the heavy industrial equipment industry and worked as a management consultant

with McKinsey & Company.

Mr. Konieczny’s comprehensive knowledge of Amcor’s business, operations and customers and his strong

operational and commercial leadership is invaluable to Amcor’s Board of Directors.

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ACHAL AGARWAL

PROFESSIONAL BACKGROUND:

•Global Chief Strategy and Transformation Officer, Kimberly-Clark – 2020 to 2021

•President, Asia Pacific Region, Kimberly-Clark – 2012 to 2020

•President, North Asia Region, Kimberly-Clark – 2008 to 2012

•Chief Operating Officer – Beverages (Greater China), PepsiCo – 2002 to 2008

•Vice President, Beverages (China), PepsiCo – 1998 to 2002

•Market Unit General Manager – Beverages (India), PepsiCo – 1994 to 1997

•Commercial Manager, Corporate, ICI India – 1993 to 1994

•Commercial Functions in Pharmaceutical, Agrochemical, Paints and Commercial Explosives businesses, ICI India

– 1981 to 1993

Age: 66

Director

since: 2021

Committees:

Compensation

INDEPENDENT

OTHER DIRECTORSHIPS:

•AVPN Limited (Chair) – July 2025 to present

•SATS Ltd – August 2016 to present

•Trustee of WWF Singapore’s Conservation Fund

•World-Wide Fund for Nature, Singapore (WWF Singapore) (Chair) (previous)

•Singapore International Chamber of Commerce (previous)

•Asia Venture Philanthropy Network (previous)

•Singapore Business Federation (previous)

KEY QUALIFICATIONS AND EXPERIENCES:

Mr. Agarwal holds a degree and a Master of Business Administration from the University of Delhi, and an Advanced

Management Program degree from The Wharton School, University of Pennsylvania. He is a global consumer

executive with four decades of experience, of which 30 years have been in leadership roles in the Asia-Pacific across

developed and emerging markets. He is passionate about coaching leaders to grow scalable and sustainable

businesses in the midst of a changeable environment, contributing invaluable knowledge and skills to Amcor’s Board

of Directors.

SUSAN CARTER

	PROFESSIONAL BACKGROUND: •Senior Vice President and Chief Financial Officer, Ingersoll-Rand Plc – 2013 to 2020 •Executive Vice President and Chief Financial Officer, KBR, Inc. – 2009 to 2013 •Executive Vice President and Chief Financial Officer, Lennox International Inc. – 2004 to 2009 •Vice President and Corporate Controller/Chief Accounting Officer, Cummins, Inc. – 2002 to 2004 •Ms. Carter has also held senior financial and accounting roles at Honeywell International, DeKalb Corporation, and Crane Co. (previous)
Age: 66 Director since: 2021 Committees: Audit (Chair) INDEPENDENT	OTHER DIRECTORSHIPS: •Stanley Black & Decker, Inc (Audit Committee Member and Governance Committee Chair (2024)) – October 2023 to present •ON Semiconductor Corporation (Audit Committee Chair) – October 2020 to present •Pursuit Aerospace – July 2023 to present •Air Products and Chemicals, Inc. (previous) •Lyondell Chemical Company (previous)
	KEY QUALIFICATIONS AND EXPERIENCES: Ms. Carter received a Bachelor’s degree in Accounting from Indiana University and a Master’s degree in Business Administration from Northern Illinois University. Ms. Carter’s expertise in investor relations, capital markets, IT management, global company management, accounting and finance, and her experience as a chief financial officer of a public company, enable her to bring a thorough understanding of financial reporting, generally accepted accounting principles, financial analytics, budgeting, capital markets financing and auditing to Amcor’s Board of Directors.

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GRAHAM CHIPCHASE CBE

	PROFESSIONAL BACKGROUND: •CEO, Brambles LTD – January 2017 to present •CEO, Rexam PLC – 2010 to 2016 •Group Director of Plastic Packaging, Rexam plc – 2005 to 2009 •CFO (Group Finance Director), Rexam plc – 2003 to 2005 •Various finance roles, GKN PLC and BOC Group PLC – 1990 to 2003
Age: 62 Director since: 2024 Committees: Audit, Executive INDEPENDENT	OTHER DIRECTORSHIPS: •Brambles LTD – January 2017 to present •AstraZeneca PLC (Senior Independent Director and Chair of Remuneration Committee) – 2012 to 2021
	KEY QUALIFICATIONS AND EXPERIENCES: Mr. Chipchase is a long-tenured CEO with Non-Executive Director experience, and has worked in Sweden, Australia, the UK and the U.S. He holds an MA (Hons) Chemistry from Oriel College, Oxford, and is a Fellow of the Institute of Chartered Accountants in England and Wales. He was made a Commander of the British Empire (CBE) for services to sustainable business in June 2024. Mr. Chipchase left Rexam plc in 2016, at that time one of the world’s largest consumer packaging companies, having overseen the company’s sale to a U.S. competitor, Ball Corporation.  He has significant experience in companies supplying the fast moving consumer goods industry and across finance, global strategic development and business transformation functions, and therefore provides valuable insights to the Amcor board.

JONATHAN F. FOSTER

PROFESSIONAL BACKGROUND:

•Founder and Managing Partner, Current Capital Partners LLC – 2008 to present

•Mr. Foster spent more than a decade at Lazard, including as a Managing Director (previous)

•Managing Director and Co-Head of Diversified Industrials and Services at Wachovia Securities (now Wells Fargo)

(previous)

•Executive Vice President — Finance and Business Development of Revolution LLC (previous)

•Managing Director of The Cypress Group (previous)

•Senior Managing Director and Head of Industrial Products and Services Mergers and Acquisitions at Bear

Stearns & Co (previous)

•Executive Vice President, Chief Operating Officer, and Chief Financial Officer of ToysRUs.com, Inc. (previous)

Age: 64

Director

since: 2014*

Committees: Audit

INDEPENDENT

*Includes service 

on Berry’s Board of

Directors prior to

the Merger.

OTHER DIRECTORSHIPS:

•Lear Corporation – November 2009 to present

•Five Point Holdings – May 2016 to present

•Berry Global Group, Inc. – 2014 to April 2025

•Masonite International (previous)

KEY QUALIFICATIONS AND EXPERIENCES:

Mr. Foster served on Berry’s board of directors from 2014 until the Merger in April 2025. Mr. Foster has a Bachelor’s

degree in Accounting from Emory University, a Master’s degree in Accounting and Finance from the London School of

Economics and has attended Executive Education Program at Harvard Business School. Mr. Foster’s investment

banking, finance, and investment experience qualifies him to serve as a director of the Company.

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LUCRÈCE FOUFOPOULOS-DE RIDDER

PROFESSIONAL BACKGROUND:

•Executive Vice President (EVP), Polyolefins Business, and Chief Technology Officer (CTO), Borealis Group –

January 2019  to January 2024

•Vice President, General Manager, Rubber Additives Business, Eastman Chemical Company – December 2015 to

December 2018

•Chief Commercial Officer, Eastman Chemical Company –  August 2014 to December 2015

•Overall 32 years of global leadership experience in the specialty chemicals, petrochemicals and materials

industry, holding executive and senior leadership roles at multinational companies such as Tyco (h-Raychem) and

the Dow Chemical Company (including h-Dow Corning and h-Rohm and Haas), serving a broad range of

downstream industries, including packaging, healthcare, food and nutrition and industrial sectors.

Age: 58

Director

since: 2023

Committees:

Compensation,

NG (Chair)

INDEPENDENT

OTHER DIRECTORSHIPS:

•Sika AG (Sustainability Committee Chair) – 2022 to present

•SABIC (Saudi Basic Industries Corporation) (Investment Committee and Sustainability, Risk and EHSS

Committee member) – 2025 to present

•Tronox Holdings plc (Corporate Governance and Sustainability Committee member) – 2024 to present

•Quaker Houghton (Compensation Committee and Sustainability Committee member) – 2024 to present

•Royal Vopak – April 2018 to April 2025

•Borouge Pte – January 2019 to January 2024

KEY QUALIFICATIONS AND EXPERIENCES:

Ms. Foufopoulos-De Ridder holds a Master’s degree in Polymer and Composites Engineering from the University of

Leuven1 (KUL, Belgium). She also holds a second Master’s degree in Materials Science Engineering from the

University of Ghent (Belgium) and has had executive business education at INSEAD (Paris) and IMD (Lausanne).

Ms. Foufopoulos-De Ridder has held senior roles across Europe, the United States, and Asia at multinational

corporations and brings more than 30 years of global leadership experience in the Specialty Chemicals,

Petrochemicals, and Materials industries. She also currently advises a leading Greentech venture capital firm. Her

extensive experience in business leadership and transformation, sustainability, innovation and commercial excellence

strengthens Amcor’s Board of Directors.

1in collaboration with 5 European Universities: Imperial College (London), Ecole des Mines (Paris), RWTH (Aachen, Germany), TU

Delft (Netherlands) and UCL (Belgium)

JAMES T. GLERUM, JR.

	PROFESSIONAL BACKGROUND: •Vice Chairman, Investment Banking, Citigroup – 2011 to July 2024 •Prior to joining Citigroup in 2011, Mr. Glerum held senior leadership positions in investment banking at UBS and Credit Suisse in Chicago and New York City (previous)
Age: 65 Director since: 2024* Committees: NG INDEPENDENT *Includes service on Berry’s Board of Directors prior to the Merger.	OTHER DIRECTORSHIPS: • Denison University •The Ravina Festival •The Griffin Museum of Science •Berry Global Group, Inc. – 2024 to April 2025
	KEY QUALIFICATIONS AND EXPERIENCES: Mr. Glerum served on Berry’s board of directors from 2024 until the Merger in April 2025. Over his 40-year investment banking career, Mr. Glerum executed more than 325 corporate finance and strategic transactions with an aggregate value of over $500 billion. Mr. Glerum’s clients spanned multiple industry sectors, including manufacturing, healthcare, consumer and retail. Mr. Glerum earned an MBA from The Harvard Business School and a BA cum laude in Economics and Mathematics from Denison University. Mr. Glerum’s investment banking, finance, and investment experience qualify him to serve as a director of the Company.

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 NICHOLAS T.  LONG (TOM)

PROFESSIONAL BACKGROUND:

•Managing Partner, Bridger Growth Partners, LLC (a private equity fund) – 2015 to current

•Chief Executive Officer, MillerCoors, LLC (a brewing company) – 2011 to 2015

•President and Chief Commercial Officer, MillerCoors, LLC – 2008 to 2011

•Chief Executive Officer, MillerBrewing Company (a brewing company) – 2006 to 2008

•Chief Marketing Officer, MillerBrewing Company – 2005 to 2006

•President Northwest Europe Division, The Coca-Cola Company – 2003 to 2005

Age: 66

Director

Since: 2017

Committees:

Compensation

(Chair),

Executive, NG

INDEPENDENT

OTHER DIRECTORSHIPS:

•Chairman, Wolverine Worldwide, Inc. – November 2022 to present

•Wolverine Worldwide, Inc. – July 2011 to November 2022

KEY QUALIFICATIONS AND EXPERIENCES:

Mr. Long holds a Masters of Business Administration from Harvard Business School and a Bachelor of Arts from the

University of North Carolina. Mr. Long has significant experience in executive leadership in large, global companies,

global strategy and international business operations, finance, and sales and marketing. In light of these experiences,

Mr. Long provides valuable contributions to Amcor’s Board of Directors.

JILL A. RAHMAN

	PROFESSIONAL BACKGROUND: •Chief Operating Officer, Greater Chicago Food Depository  – 2020 to present •International Division President, Conagra Brands, Inc. – 2016 to 2020 •U.S. Sweet and Salty Snacks Vice President and General Manager, Conagra Brands, Inc. – 2010 to 2016 •Ms. Rahman also held a variety of marketing, brand management, and strategic planning roles during her 15-year career at Kraft Foods and at Newell Rubbermaid (previous)
Age: 64 Director Since: 2020* Committees: Compensation INDEPENDENT *Includes service on Berry’s Board of Directors prior to the Merger.	OTHER DIRECTORSHIPS: •Treehouse Foods Inc. (Nominating & Corporate Governance Committee and Audit Committee member) – November 2020 to present •Berry Global Group, Inc. – 2020 to April 2025
	KEY QUALIFICATIONS AND EXPERIENCES: Ms. Rahman served on Berry’s board of directors from 2020 until the Merger in April 2025. Ms. Rahman earned a BBA from Howard University and an MBA from Indiana University. Ms. Rahman’s extensive executive management and marketing experience, particularly in the consumer products industry, qualifies her to serve as a director of the Company.

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Director Compensation Summary

Director compensation is approved by the Board of Directors. The Board of Directors considers benchmark data when

determining appropriate pay. The components of Director pay include a fixed retainer plus additional fees for members and

chairs of committees. As part of the annual review of director compensation, effective December 1, 2024, the Board of

Directors agreed upon the following Director fee levels and structure shown in the table below (unless otherwise indicated, all

dollar amounts in this proxy statement are in U.S. Dollars). There are only modest increases in fees applied compared to the

fee structure that was in effect prior to December 1, 2024.

In addition, effective from April 30, 2025 (the closing date of the Berry Global transaction), the Board of Directors agreed to the

fees shown below for the Deputy Chair. Beginning December 1, 2025, directors, other than the Chair, will receive $170,000 in

RSUs (increased from $150,000).

Description	Fee
Retainer fees	•Chair: $541,500(1) delivered 50% in cash and 50% in restricted share units (“RSUs”)
	•Directors, other than the Chair: $285,500 delivered $135,500 in cash and $150,000 in RSUs
Committee and Deputy Chair fees(2)	•Deputy Chair: $40,000
	•Audit Committee Chair: $32,500
	•Audit Committee Member: $16,500
	•Compensation Committee Chair: $25,000
	•Compensation Committee Member: $11,000
	•Nominating and Corporate Governance Committee Chair: $20,000
	•Nominating and Corporate Governance Committee Member: $8,000
Minimum shareholding requirements	•5x cash retainer, accumulated over five years

(1)The retainer for the Chair represents the total fee. The Chair does not receive additional fees for his involvement with Board committees.

(2)Committee and Deputy Chair fees are delivered 100% in cash.

(1) Directors received a fixed “base” fee for their role as Board members, plus additional fees for members and chairs of committees. The

Chair does not receive additional fees for his involvement with Board committees.

(2) Where applicable, the cash portion of the retainer fees is reduced by any required statutory pension contributions.

(3) Mr. Sterrett joined the Board of Directors from Berry effective April 30, 2025. Amounts listed in the table above are based on his start date.

(4) Ms. Bertone resigned from the Board of Directors effective April 30, 2025. Amounts listed in the table above include the settlement of cash

fees until the 2025 Annual General Meeting (“AGM”).

(5) Mr. Chipchase joined the Board of Directors effective November 6, 2024. Amounts listed in the table above are pro-rated based on his start

date.

(6) Mr. Foster  joined the Board of Directors from Berry effective April 30, 2025. Amounts listed in the table above are based on his start date.

(7)  Mr. Glerum joined the Board of Directors from Berry effective April 30, 2025. Amounts listed in the table above are based on his start date.

(8) Mr. Nayar resigned from the Board of Directors effective April 30, 2025. Amounts listed in the table above include the settlement of cash

fees until the 2025 AGM.

(9) Mr. Szczupak resigned from the Board of Directors effective April 30, 2025. Amounts listed in the table above include the settlement of

cash fees until the 2025 AGM.

(10) Ms. Rahman joined the Board of Directors from Berry effective April 30, 2025. Amounts listed in the table above are based on her start

date.

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Fiscal Year 2025 Director Compensation

The table below sets forth certain information concerning the compensation earned in fiscal year 2025 by our non-executive

Directors (non-management and independent Directors).

Name	Fees Earned or Paid in Cash ($)1	Stock Awards ($)	Employer Contributions to defined contribution pension plans ($)2	Total ($)
Graeme Liebelt	268,120	270,750	18,869	557,740
Stephen E. Sterrett3	32,864	88,362	0	121,226
Achal Agarwal	153,183	150,009	0	303,193
Andrea Bertone4	214,760	150,009	0	364,769
Susan Carter	160,262	150,009	0	310,271
Graham Chipchase CBE5	92,435	159,254	0	251,689
Jonathan F. Foster6	26,087	88,362	0	114,450
Lucrèce Foufopoulos-De Ridder	156,804	150,009	0	306,813
James T. Glerum, Jr.7	24,647	88,362	0	113,010
Karen Guerra	76,327	0	0	76,327
Tom  Long	195,432	150,009	0	345,442
Arun Nayar8	250,629	150,009	0	400,639
David Szczupak9	231,209	150,566	0	381,775
Jill A. Rahman10	25,156	88,362	0	113,518

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Board Composition

Director Independence

The Board has determined that all Director nominees other than the CEO are “independent” as that term is defined in the

applicable listing standards of the New York Stock Exchange (“NYSE listing standards”). In addition, the Board has determined

that each member of the Audit, Compensation, and Nominating and Corporate Governance Committees is independent

pursuant to the NYSE listing standards and any relevant Securities and Exchange Commission (“SEC”) standards. In

accordance with the NYSE listing standards, the Board looked at the totality of the circumstances to determine a Director’s

independence including reviewing any relationships and transactions between each Director and the Company (including its

independent registered public accounting firm). To be independent, a Director must be, among other things, able to exercise

independent judgment in the discharge of his or her duties without undue influence from management.

Board Background

The Board recognizes the value of different perspectives, skills, experiences and backgrounds. The Board believes that an

inclusive culture fosters a variety of perspectives, improves the quality of dialogue, and contributes to a more balanced and

effective decision-making process. In evaluating candidates for Board membership, the Board and the Nominating and

Corporate Governance Committee consider many factors to create a balanced Board with diverse viewpoints and deep

expertise. Relevant factors include diversity of professional experience, skill set, perspective, and background. (Please see

page 5 for additional detail regarding the composition of our Board and its characteristics).

Director Commitments

The Board does not believe that its members should generally be prohibited from serving on boards and/or committees of

other organizations, and the Board has not adopted any guidelines limiting such activities. However, prior to becoming a

director of another public company, a Director of the Company must notify the Chair of the Nominating and Corporate

Governance Committee, the Chair of the Board and the CEO to address whether the aggregate number of directorships held

by such Director would interfere with his or her ability to carry out his or her responsibilities as a Director of the Company. In

the case of Ms. Lucrèce Foufopoulos-De Ridder, the Nominating and Corporate Governance Committee believes that she has

sufficient time and capacity to devote to her responsibilities to Amcor, and she has attended all meetings of our Board and

committees of our Board on which she serves. Ms. Foufopoulos-De Ridder has indicated that she intends to resign from one of

the other company’s boards of directors on which she currently serves prior to such company’s next annual meeting of

stockholders.

Board Refreshment

Amcor has maintained a steady, proactive focus on Board composition and refreshment, with thirteen Director positions being

refreshed since 2019.  As a key element of ensuring a diverse and balanced mix of experiences and backgrounds of the

Board, the Nominating and Corporate Governance Committee regularly reviews Director tenure and succession. The

disciplined Board succession planning, together with annual Board self-evaluations, enables optimal Board effectiveness and

ensures the appropriate level of Board refreshment to meet the Company’s strategic needs and priorities. In addition to

refreshing the Board’s composition generally, the Board routinely adjusts its committee chair and membership assignments

which promotes Director development and succession planning.

Board Leadership Structure

We do not have an express policy concerning whether the role of Chairman of the Board should be held by an independent

Director. Instead, the Board prefers to remain flexible to determine which leadership structure is most appropriate for the

Company and its shareholders based upon the specific circumstances, including any skills and capabilities necessary, at any

given point in time. Mr. Liebelt, an independent Director, currently serves as our Chairman of the Board. Mr. Sterrett, an

independent Director, currently serves as Deputy Chairman of the Board. The Board believes the continued split in roles is

appropriate at this time.

Amcor plc | 2025 Proxy Statement 21

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Board Operations

Corporate Governance Documents

The following materials relating to the corporate governance of the Company are accessible on our website at:

http://www.amcor.com/investors/corporate-gov/policies-standards

•Memorandum of Association and Articles of Association

•Corporate Governance Guidelines

•Executive Committee Charter

•Audit Committee Charter

•Compensation Committee Charter

•Nominating and Corporate Governance Committee Charter

•Code of Conduct

Hard copies will be provided at no charge to any shareholder or any interested party upon request. To submit such

request, write to us at Amcor plc, Attention: Corporate Secretary at 83 Tower Road North, Warmley, Bristol BS30 8XP,

United Kingdom. The information contained on the Company’s website is not incorporated by reference into this

proxy statement and should not be considered to be part of this proxy statement.

Committees of the Board

The Board has the following standing committees: Audit Committee, Compensation Committee, Nominating and Corporate

Governance Committee and Executive Committee.  Below is certain information relating to these committees.

Audit Committee

During fiscal year 2025, the Audit Committee met 6 times. The Audit Committee is comprised of four Directors: Stephen

Sterrett, Susan Carter, Graham Chipchase and Jonathan Foster. Ms. Carter serves as the chair of the Audit Committee. Each

member of the Audit Committee is “independent,” as defined by NYSE listing standards. The Board has determined that Mr.

Sterrett, Ms. Carter, Mr. Chipchase and Mr. Foster each qualify as an “audit committee financial expert” as that term is defined

by the applicable SEC rules. Furthermore, each member of the Audit Committee is “financially literate” as that term is defined

by the NYSE listing standards.

The Audit Committee charter details the purpose and responsibilities of the Audit Committee, including to assist the Board in its

oversight of:

•The integrity and fair presentation of the financial statements of Amcor and related disclosure;

•The qualifications, performance and independence of Amcor’s independent auditor;

•The performance of Amcor’s internal audit function;

•Amcor’s systems of internal controls over financial reporting;

•Amcor’s legal and ethical compliance policies and programs; and

•Review of the cybersecurity report from management, which outlines Amcor’s cybersecurity risk management framework

and includes an update on Amcor’s completed, on-going, and planned actions relating to cybersecurity risks.

In addition, the Audit Committee is directly responsible for the selection, compensation and oversight of the work of Amcor’s

independent auditor.

22 Amcor plc | 2025 Proxy Statement

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Compensation Committee

During fiscal year 2025, the Compensation Committee met 7 times. The Compensation Committee is comprised of four

Directors: Achal Agarwal, Lucrèce Foufopoulos-De Ridder, Tom Long and Jill Rahman. Mr. Long serves as the chair of the

Compensation Committee.  Each member of the Compensation Committee is “independent,” as defined by the NYSE listing

standards.

The Compensation Committee charter details the purpose and responsibilities of the Compensation Committee, including:

•Reviewing and recommending the compensation of the CEO and Directors, and determining and approving compensation

for Amcor’s Executive Officers who report directly to the CEO;

•Evaluating the performance of Amcor’s CEO and performance of Executive Officers who report directly to the CEO;

•Evaluating officer and Director compensation plans, policies and programs generally;

•Reviewing the Compensation Discussion and Analysis for inclusion in the proxy statement; and

•Reviewing Amcor’s management succession planning.

Nominating and Corporate Governance Committee

During fiscal year 2025, the Nominating and Corporate Governance Committee met 5 times. The Nominating and Corporate

Governance Committee is comprised of three Directors: Lucrèce Foufopoulos-De Ridder, James Glerum and Tom Long. Ms.

Foufopoulos-De Ridder serves as the chair of the Nominating and Corporate Governance Committee. Each member of the

Nominating and Corporate Governance Committee is “independent,” as defined by the NYSE listing standards.

The Nominating and Corporate Governance Committee charter details the purpose and responsibilities of the Nominating and

Corporate Governance Committee, including: 

•Identifying and recommending to Amcor’s Board individuals qualified to serve as Directors of Amcor;

•Reviewing the nominations for new Directors from all sources against criteria established for selection of new Directors

and nominees for vacancies on the Board;

•Overseeing the annual evaluations of the Board and the Board committees; and

•Advising Amcor’s Board with respect to its composition, governance practices and procedures.

Executive Committee

During fiscal year 2025, the Executive Committee did not meet.  The Executive Committee is comprised of four Directors:

Stephen Sterrett, Peter Konieczny, Graham Chipchase and Tom Long.  Mr. Sterrett serves as the chair of the Executive

Committee. The Executive Committee charter details the purpose and responsibilities of the Executive Committee, which

generally consist of exercising the powers and authority of the Board to direct the business and affairs of the Company in

intervals between meetings of the Board, in emergency situations or when requested by the full Board.

Amcor plc | 2025 Proxy Statement 23

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Director Meeting Attendance

Directors are expected to attend all Board meetings, applicable committee meetings and the annual shareholder meeting. The

Board met 14 times in fiscal year 2025. Each Director attended at least 75 percent of the aggregate of the total number of

Board meetings and committee meetings on which they served while a member of the Board. All then-current Directors

attended the annual shareholder meeting as well.

The Board meets in regularly scheduled executive sessions without non-independent Directors in connection with each

regularly scheduled Board meeting and at other times as necessary. Our independent Chairman of the Board presides at the

executive sessions.

24 Amcor plc | 2025 Proxy Statement

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Key Areas of Board Oversight

Risk Management and Strategic Oversight

Taking purposeful and calculated risks is an essential part of our business and is critical to the achievement of our long-term

strategic objectives. Our Board of Directors and the committees take an active role in the oversight of our Company’s most

significant risks. Enterprise risk management processes are embedded in all critical business processes and are designed to

identify operational, financial, strategic, compliance, cybersecurity, and reputational risks that could adversely affect the

execution of the Company’s plans, strategy, or effectiveness of its business model.

	BOARD OF DIRECTORS
		Endorsement of the Company’s strategic plan
		Oversee the Company’s risk management processes to support achievement of the Company’s organizational and strategic objectives
		Oversee the long-term financial plan, which is updated in a process that aligns with the Company’s annual corporate and business unit risk assessments
		Delegate certain risk management oversight responsibilities to Board committees, and receive regular reports from Board committees
		Oversee and engage with executives on a broad range of human capital management topics, including the Human Capital Strategy
		Oversee management of ESG-related risks and strategy
AUDIT COMMITTEE				COMPENSATION COMMITTEE			NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
		Oversee risks associated with financial reporting and internal controls			Monitor risks associated with the design and administration of the Company’s compensation and benefits program, including performance-based compensation programs, to promote appropriate incentives that do not encourage excessive risk taking			Oversee risks associated with the governance structure of the Company including Board composition and independence
		Review the cybersecurity report, including the Company’s cybersecurity risk management framework and updates on the Company’s completed, on-going and planned actions relating to cybersecurity risks
					Review approach to certain human resource-related matters
		Assess the steps management has taken to control risks to the Company
		Review the Company’s business risk management framework and policy for risk appetite including the procedures for identifying strategic and business risks and controlling their financial impact on the Company
		Review internal audit’s analysis and independent appraisal of the adequacy and effectiveness of the Company’s risk management and internal control systems

Amcor plc | 2025 Proxy Statement 25

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In addition to the management of the risks described above, we engage in an annual enterprise-wide risk assessment process.

Identified risks are evaluated based on the potential exposure to the business and measured as a function of severity of impact

and likelihood of occurrence. Assessments include identifying and evaluating risks and the steps being taken to mitigate the

risks. Bi-annually, a report summarizing these assessments is compiled, reviewed by the Chief Executive Officer and Chief

Financial Officer and is presented to the full Board. Interim reports on specific risks are provided if requested by the Board or

recommended by management.

Environmental, Social and Governance (ESG) Matters

The Board and its committees oversee the execution of Amcor’s environmental, social and governance strategies and

initiatives as an integrated part of their oversight of the Company’s overall strategy and risk management. The Board is actively

engaged with management on related topics such as sustainability, product and service demand; climate scenario analysis

and oversight of related risks and opportunities; review and approval of strategies and goals related to sustainability; customer,

investor and other stakeholder expectations; and the environmental impact of our Company.

Cybersecurity Risk Oversight

The Board recognizes the importance of securing the information of the Company’s customers, vendors, and employees. The

Company has adopted physical, technological, and administrative controls on data security, and has a defined procedure for

data incident detection, containment, response, and remediation. While everyone at the Company plays a part in managing

these risks, oversight responsibility is shared by the Board, the Audit Committee, and management. The full Board receives an

annual information technology report and update from management, which includes an update on the Company’s

cybersecurity efforts. The Board of Directors has delegated to the Audit Committee the review of quarterly cybersecurity

reports and updates from management, which outline the Company’s cybersecurity risk management framework and include

updates on the Company’s completed, on-going, and planned actions relating to cybersecurity risks.

Human Capital Management

We believe that effective human capital management is fundamental to delivering value, particularly as we integrate the

strengths of the “new” Amcor to drive growth, innovation, and operational excellence.

The Board recognizes that effective human capital management is fundamental to Amcor’s long-term success, particularly in

the context of our recent Merger and ongoing transformation. The Board and Compensation Committee review engagement

data and talent indicators to assess organizational health and guide strategic workforce planning.

Leadership development and succession planning are embedded in the Board’s ongoing agenda. The Board holds primary

responsibility for CEO succession and provides input on other critical leadership roles. The Compensation Committee supports

this through oversight of executive talent frameworks and succession planning processes. Directors also engage with high-

potential leaders across the business through formal presentations and informal events.

The Board and Compensation Committee receive regular updates on employee engagement, including results from our global

employee survey, and are also regularly updated on key talent indicators for the overall workforce, including attrition, internal

mobility, and development rates.

This comprehensive approach ensures that our governance of human capital supports sustainable performance, strategic

alignment, and a high-performing, purpose-driven culture.

The Board’s commitment to human capital management ensures alignment with Amcor’s strategic priorities - growth,

innovation, sustainability, and inclusivity - as well as our Company purpose: Together, we elevate customers, shape lives, and

protect the future.

26 Amcor plc | 2025 Proxy Statement

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Board Governance Practices

Board Evaluation Process

The Board recognizes that a robust and constructive evaluation process is an essential component of Board effectiveness and

good corporate governance. Accordingly, the Board and each committee will conduct an annual self-evaluation, and the Board

will engage in periodic external assessments, to gauge their effectiveness and consider opportunities for improvement. The

entire evaluation process, overseen by the Nominating and Corporate Governance Committee, assesses the performance of

each committee and the Board as a whole. The self-evaluation results and any recommendations made by the Nominating and

Corporate Governance Committee to enhance the Board’s effectiveness are discussed by the full Board.

Shareholder Engagement

Amcor has active and ongoing engagement with shareholders and proxy advisors regarding its performance, strategy,

operations, and governance practices. This allows members of senior management and our Chairman of the Board to solicit

shareholder perspectives and receive valuable, direct feedback on governance, executive compensation, sustainability and

related matters. Our engagement efforts cover holders of a significant amount of our shares on issue. The feedback we

receive is reviewed with our Board of Directors and helps to promote greater alignment of our governance practices and

policies with shareholder interests.

Recommendations for Directors 

Consistent with the long-term interests of the shareholders, Directors must be able to participate constructively, drawing upon

their individual experience, knowledge and background to provide perspectives and insights. The Board also understands the

importance of balancing tenure, turnover, diversity of background and skills of the individual Board members by pairing fresh

perspectives with valuable experience. The Nominating and Corporate Governance Committee and the Board establish

different search criteria for recruiting new Directors at different times, depending upon the Company’s needs and the then-

current Board composition. In every case, however, candidates are required to have certain qualifications and attributes that

enable such individuals to contribute to the Board. The Company has engaged Spencer Stuart to assist in identifying and

evaluating potential director nominees.

Pursuant to the Merger, Stephen E. Sterrett, Jonathan F. Foster, James T. Glerum, Jr. and Jill A. Rahman, each of whom was a

member of the board of directors of Berry prior to the Merger, were appointed to Amcor’s Board and Mr. Sterrett was appointed

to serve as Deputy Chairman of the Board. Amcor agreed to take all necessary action to nominate these Berry designees for

election to the Board at the Annual Meeting of Shareholders.

The Nominating and Corporate Governance Committee will consider Director candidates recommended by shareholders in the

same manner that it considers all Director candidates. Director candidates must meet the minimum qualifications set forth in

the Corporate Governance Guidelines, and the Nominating and Corporate Governance Committee will assess Director

candidates in accordance with those factors. Shareholders who wish to suggest qualified candidates to the Nominating and

Corporate Governance Committee should write the Corporate Secretary of the Company at Amcor plc, 83 Tower Road North,

Warmley, Bristol BS30 8XP, United Kingdom, stating in detail the candidate’s qualifications for consideration by the Nominating

and Corporate Governance Committee.

If a shareholder wishes to nominate a Director other than a person nominated by or on behalf of the Board of Directors, he or

she must comply with certain procedures outlined in our Articles of Association (“Articles”) by the deadlines described below

under “Submission of Shareholder Proposals and Nominations.”

Communications with the Board 

The Board provides a process for shareholders and other interested parties to send communications to the Board or any of the

Directors. Interested parties may communicate with the Board or any of the Directors by sending a written communication to

the address below. All communications will be compiled by the Corporate Secretary of the Company and submitted to the

Board or the individual Directors.

Amcor plc

c/o Corporate Secretary

83 Tower Road North

Warmley, Bristol BS30 8XP

United Kingdom

Amcor plc | 2025 Proxy Statement 27

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Transactions with Related Parties

Our Board has approved a written policy whereby the Audit Committee must review and approve any transaction in which (a)

the Company was, is or will be a participant and (b) any of the Company’s Directors, nominees for Director, Executive Officers,

greater than five percent shareholders or any of their immediate family members (each, a “Related Party”) have a direct or

indirect material interest (including any transactions requiring disclosure under Item 404 of Regulation S-K) (“Related Party

Transaction”).

The Audit Committee may delegate authority to review Related Party Transactions to one or more Audit Committee members,

except for a transaction involving an Audit Committee member. Any determinations made under such delegated authority must

be promptly reported to the full Audit Committee, which may ratify or reverse such determination.

Standards for Approval of Transactions

The Audit Committee will analyze the following factors, in addition to any other factors the Audit Committee deems appropriate,

in determining whether to approve a Related Party Transaction:

•The position within or relationship of the Related Party with the Company;

•The materiality of the transaction to the Related Party and the Company;

•The business purpose for and reasonableness of the transaction;

•Whether the transaction is comparable to a transaction that could be available to an unrelated party, or is on terms that

the Company offers generally to persons who are not Related Parties;

•Whether the transaction is in the ordinary course of the Company’s business; and

•The effect of the transaction on the Company’s business and operations.

A Related Party Transaction will only be approved by the Audit Committee if the Audit Committee determines that the Related

Party Transaction is in the best interests of the Company and its shareholders.

Transactions with Related Parties during Fiscal Year 2025

Item 404 of Regulation S-K requires that we disclose any transactions between Amcor and any related parties, as defined by

Item 404, in which the amount involved exceeds $120,000 and in which any related party had or will have a direct or indirect

material interest. During fiscal year 2025, there were no Related Party Transactions meeting the requirements of Item 404 of

Regulation S-K.

28 Amcor plc | 2025 Proxy Statement

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Security Ownership of Directors

and Executive Officers

The following table lists the beneficial ownership of our ordinary shares as of September 8, 2025, by each Director, each of our

Executive Officers named in the Summary Compensation Table in this proxy statement, and all our current Directors and

Executive Officers as a group. Percentage of outstanding shares is based on 2,308,359,941 shares outstanding as of

September 8, 2025.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership(1) (#)		Percentage of Outstanding Shares (%)
Achal Agarwal	88,967		*
Susan Carter	63,081		*
Graham Chipchase	0		*
Jonathan F. Foster	281,165		*
Lucrèce Foufopoulos-De Ridder	29,523		*
James T. Glerum, Jr.	2,254		*
Graeme Liebelt	225,714		*
Tom Long	53,151		*
Jill A. Rahman	68,795		*
Stephen E. Sterrett	368,091		*
Peter Konieczny	848,870		*
Michael Casamento	735,523		*
Eric Roegner(2)	727,896		*
Fred Stephan	511,345		*
Susana Suarez Gonzalez	74,174		*
Ian Wilson	1,619,565		*
Michael Zacka(3)	849,613		*
All Current Executive Officers and Directors as a Group (17 persons)	7,340,401		*

*Indicates less than 1%.

(1)Includes any ordinary shares that the named individuals may acquire beneficial ownership of within 60 days of September 8, 2025

pursuant to restricted stock units or performance rights or upon exercise of options as follows: Mr. Konieczny — 372,227, Mr. Casamento

— 105,775, Mr. Roegner  — 291,870 (as of January 1, 2025), Mr. Stephan — 268,538, Mr. Wilson — 999,303 and Mr. Zacka  — 350,816

(as of July 31, 2025). The amounts disclosed here include securities over which the individual has, or, with another shares, directly or

indirectly, voting or investment power, including ownership by certain relatives and ownership by trusts for the benefit of such relatives.

(2)Information as of January 1, 2025, the date Mr. Roegner was no longer a Section 16 officer.

(3)Information as of July 31, 2025, the date Mr. Zacka was no longer a Section 16 officer.

Amcor plc | 2025 Proxy Statement 29

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Security Ownership

of Certain Beneficial Owners

The only persons known to us to beneficially own, as of September 8, 2025, more than 5% of our outstanding ordinary shares

are set forth in the following table, each as reflected in the most recent Schedule 13G/A filed by such person. The percentages

shown for two of such persons are less than 5% because of the change in the aggregate number of outstanding shares as a

result of the Merger, though the Schedule 13G/As filed by such persons continue to reflect that they are 5% or greater holders.

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned (#)	Percent of Outstanding Shares (%)
BlackRock, Inc.(1) 50 Hudson Yards New York, NY 10001	155,570,724	6.74%
State Street Corporation(2) 1 Congress Street, Suite 1 Boston, MA 02114	94,664,457	4.10%
The Vanguard Group(3) 100 Vanguard Blvd. Malvern, PA 19355	77,631,181	3.36%

(1)Based on information contained in a Schedule 13G/A reflecting holdings as of June 30, 2025 filed by such beneficial holder with the SEC

on July 16, 2025, BlackRock has sole voting power over 141,990,096 shares, and sole dispositive power over 155,570,724 shares.

(2)Based on information contained in a Schedule 13G/A reflecting holdings as of December 31, 2023 filed by such beneficial holder with the

SEC on January 30, 2024, State Street Corporation has shared voting power over 70,456,152 shares and shared dispositive power over

94,612,616 shares.

(3)Based on information contained in a Schedule 13G/A reflecting holdings as of March 31, 2025 filed by such beneficial holder with the

SEC on April 30, 2025, the Vanguard Group has shared voting power over 11,181,231 shares, sole dispositive power over 61,425,657

shares and shared dispositive power over 16,205,524 shares.

30 Amcor plc | 2025 Proxy Statement

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Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our Directors and Executive Officers, and persons

who own more than 10% of a registered class of our equity securities, such as our ordinary shares, to file with the SEC initial

reports of ownership and reports of changes in ownership of ordinary shares and other equity securities of the Company. To

our knowledge, based solely on a review of the copies of the reports and amendments thereto filed electronically with the SEC

and representations that no other reports were required, we believe that during fiscal 2025, no Director, Executive Officer, or

greater than 10% shareholder failed to file on a timely basis the reports required by Section 16(a), other than a late Form 4 that

was filed for Julie Sorrells on October 18, 2024 reporting 5,236 RSUs granted on September 16, 2024 and a late Form 4 that

was filed for Susan Carter on May 9, 2025 reporting 13,108 ordinary shares acquired on April 30, 2025.

Amcor plc | 2025 Proxy Statement 31

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Executive Compensation

Discussion and Analysis

The Executive Compensation Discussion and Analysis section describes the key elements of our compensation program and

fiscal year 2025 compensation decisions for our named executive officers (“NEOs”).

Named Executive Officers

For fiscal year 2025 (July 1, 2024 – June 30, 2025), our NEOs were:

PETER KONIECZNY	Chief Executive Officer
MICHAEL CASAMENTO	Executive Vice President, Finance and Chief Financial Officer
L. FREDERICK (FRED) STEPHAN	Chief Operating Officer, Global Flexibles
SUSANA SUAREZ	Executive Vice President, Chief Human Resources Officer
IAN WILSON	Executive Vice President, Strategic Development
ERIC ROEGNER(1)	Former President, Amcor Rigid Packaging
MICHAEL ZACKA(1)	Former President, Amcor Flexibles Europe, Middle East & Africa

(1)Mr. Roegner and Mr. Zacka’s employment with Amcor has ended and they are no longer Section 16 officers.

32 Amcor plc | 2025 Proxy Statement

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Introduction and Fiscal Year 2025 Highlights

Our executive compensation framework plays a key role in aligning compensation to business strategy and outcomes that

deliver value to shareholders.

A Compensation Approach Appropriate for a Truly Global Company

We are a truly global company with a diverse group of executives working in a range of different countries with responsibilities

that extend beyond their respective geographic locations. Our compensation approach is designed to attract and retain

executives who are global leaders with the experience and ability to perform in this environment. These same leaders are

attractive potential candidates for competitors both within the packaging sector and other industries.

Emphasis on Variable, Performance-Based, At-Risk Compensation

To ensure we remain competitive as a truly global company, we consider market benchmarks in the major regions in which we

operate. Our remuneration programs aim to maintain appropriate internal relativities despite regional differences, while

ensuring and encouraging global mobility of talent. As set forth in the “Elements of Compensation” section of this proxy, our

programs focus on variable, performance-based, at-risk compensation to incentivize strong performance and delivery of

outcomes that align with the interests of our shareholders.

Fiscal Year 2025 Incentive Outcomes - Highlights

Incentive outcomes demonstrate the link between financial performance and incentive outcomes.

	Short Term Incentive	Long Term Incentive
Outcome	Some targets met	Targets missed
Highlights	•Total recordable incident rate (TRIR) of 0.27 and 68% of sites operating injury-free for over 12 months •Net sales of $15,009 million •GAAP net income of $511 million •Adjusted EPS of 71.2 cps •Adjusted EBIT of $1,723 million •Adjusted free cash flow of $926 million	•Relative Total Shareholder Returns (“TSR”) performance at 21th percentile (below 35th percentile threshold) •Average 3-year adjusted EPS growth of (-0.4%) did not meet the target range of 5-10%

Compensation Policy

Compensation Objectives

Our executive compensation strategy, frameworks, and programs are designed to:

•Align compensation to business strategy and outcomes that deliver value to our shareholders.

•Drive a high-performance culture by setting challenging objectives and rewarding high-performing individuals.

•Ensure compensation is competitive in the relevant employment marketplace to support the attraction, engagement, and

retention of executive talent.

Compensation Decision-Making

The Compensation Committee is responsible for determining, in consultation with the Board of Directors, a framework for the

compensation of our Senior Executives (defined as our NEOs and other executives reporting to the CEO). This is to ensure

that these executives are motivated to pursue the long-term growth and success of the Company and that there is a clear

relationship between performance and executive compensation. The CEO reviews the annual compensation levels for each of

our other Senior Executives and makes recommendations for any changes to the Compensation Committee, who ultimately

reviews and approves annual compensation levels, taking into account those recommendations and other considerations it

deems appropriate. The Compensation Committee reviews the annual compensation levels for the CEO and makes

recommendations for any changes to the Board of Directors, who approve any changes. The CEO makes no recommendation

with respect to his own compensation levels.

The Compensation Committee is also responsible for reviewing leadership talent to ensure that our leaders are of world-class

quality and that succession depth for key leadership roles is sufficient to deliver sustainable business success. It also

undertakes an annual formal evaluation of the performance of the CEO.

Amcor plc | 2025 Proxy Statement 33

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Use of Compensation Consultants

Where appropriate, the Compensation Committee seeks advice from independent compensation consultants in determining

appropriate executive compensation actions. The Compensation Committee uses external compensation consultants, FW

Cook and Willis Towers Watson, to understand market practice and review market data relevant for making compensation

determinations for key executive roles. During fiscal year 2025, FW Cook provided support and guidance to the Compensation

Committee for decisions in preparation to the Merger.

Use of Peer Company and Competitive Market Data

Due to the global scope of our business and the unique competitive environment in which we operate, a range of

benchmarking data is used when making individual compensation decisions. Given we are an international company with a

diverse group of Senior Executives, working in a range of different countries, whose responsibilities extend beyond their own

geographic location, we need to be able to attract and retain Senior Executives who are global leaders with the experience and

ability to perform in this environment.

For fiscal year 2025 compensation benchmarking purposes, the Compensation Committee referenced multiple compensation

benchmarks from a carefully selected peer group of U.S. and global companies (the “Compensation Peer Group”) that

compete for selected executive talent with global or regional experience and responsibilities. We review our Compensation

Peer Group on an ongoing basis and update it as necessary. This approach assists the Compensation Committee in

understanding and considering market practice across a number of international markets when determining competitive pay

structures for our executives.

During fiscal year 2025,  the Compensation Committee, after careful review and input from FW Cook, approved changes to the

Compensation Peer Group removing Berry Global Group (given the Merger with Amcor), Caterpillar, Ecolab, Illinois Tool

Works, Sealed Air and Sonoco Products; and the addition of 3M, Carrier Global, Colgate-Palmolive, Eaton, Graphic Packaging

International and International Flavors & Fragrances.

COMPENSATION PEER GROUP:

3M Company		Emerson Electric Company
Alcoa Corporation		Graphic Packaging International, Inc.
Avery Dennison Corporation		International Flavors & Fragrances, Inc.
Ball Corporation		International Paper Company
Carrier Global Corporation		Johnson Controls International, plc
Colgate-Palmolive Company		Kimberly-Clark Corporation
Corning, Inc.		Nucor Corporation
Crown Holdings, Inc.		PPG Industries, Inc.
Eastman Chemical Company		Sherwin Williams Company
Eaton Corporation		Smurfit Westrock

Elements of Compensation

For fiscal year 2025 we compensated our NEOs using a combination of fixed and variable compensation plans. The primary

elements of our executive compensation programs were:

•Base salaries

•Short-term incentive (STI); delivered through a combination of cash and deferred equity

•Long-term incentive (LTI)

Greater emphasis was placed on variable compensation with the CEO receiving 81% of his target compensation as variable

compensation and the other NEOs receiving 75% (on average) of their target compensation as variable compensation, as

shown below.

34 Amcor plc | 2025 Proxy Statement

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(1)

19%

81%

23%

11%

47%

25%

19%

10%

46%

75%

l Fixed / Base salary

l STI (Cash)

l STI (Deferred equity)(2)

l LTI

l Variable / Performance-based / At-risk

(1)Represents an average across all NEOs, other than the CEO.

(2)Deferred component of the STI delivered as units of Amcor shares that are restricted for two years following payment of the cash portion

of the STI.

We believe that these components, taken together, promote the compensation objectives described above.

In determining the amounts payable with respect to each element, and the relative weighting of the various elements for each

of our NEOs, the Compensation Committee considers the compensation elements, weightings and levels generally paid for

similar roles. We do not have a formal policy regarding allocation among types of compensation other than to ensure overall

market competitiveness and to emphasize variable, performance-based, at-risk compensation. As such, our goal is to award

compensation that is competitive in relation to the compensation objectives and in the best interest of our shareholders.

Base Salaries

Base salary is intended to provide a fixed component of compensation commensurate with each NEO’s seniority, skillset,

experience, role, and responsibilities. Base salaries for NEOs were not increased in fiscal year 2025. 

Short-Term Incentive (STI)

For fiscal year 2025 we provided our NEOs with a short-term incentive (“STI”) in the form of an annual, performance-based

incentive program that delivered compensation based on achievement of annual business objectives. Part of any STI earned

was delivered in RSUs that were deferred for an additional period of two years (“STI-Deferred Equity Plan Awards”). The use

of STI-Deferred Equity Plan Awards was intended to build equity ownership, to align management incentives with shareholder

value creation and to act as a retention incentive.

Details of the range of potential STI cash payments, the proportion to be received at “target” performance, the actual payments

made, and RSUs awarded under the STI-Deferred Equity Plan Awards in respect of fiscal year 2025 are shown below. The

actual outcomes are based on each NEO’s performance against a selected range of safety, financial, strategy development

and organization development goals both on an Amcor and a business group level. Above-target outcomes are only payable

based on outperformance against selected financial metrics.

Name	STI % at Target (as % of Base Salary)	STI % Range	STI % Actual	STI Payment (USD) ($)	Deferred Equity Awarded (USD)	Deferred Equity Award (No. RSUs)(2)
Peter Konieczny(1)	120%	0% to 240% of base salary	71%	$1,403,397	$701,698	76,473
Michael Casamento(1)	100%	0% to 200% of base salary	51%	$652,418	$326,209	35,551
Fred Stephan	100%	0% to 200% of base salary	38%	$424,581	$212,291	23,136
Susana Suarez Gonzalez(1)	80%	0% to 160% of base salary	48%	$428,820	$214,410	23,367
Ian Wilson(1)	80%	0% to 160% of base salary	48%	$505,256	$252,628	27,532

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Name	STI % at Target (as % of Base Salary)	STI % Range	STI % Actual	STI Payment (USD) ($)	Deferred Equity Awarded (USD)	Deferred Equity Award (No. RSUs)(2)
Eric Roegner	75%	0% to 150% of base salary	30%	$316,540	$158,270	17,249
Michael Zacka	75%	0% to 150% of base salary	24%	$358,374	$179,187	19,529

(1)STI % at Target (as a % of base pay) and STI % Range shown above for Messrs. Konieczny, Casamento, Wilson and Ms. Suarez

Gonzalez were adjusted effective as of April 30, 2025. STI payments have been prorated to reflect this.

(2)Equity allocations were determined based on the volume weighted average price (“VWAP”) of Amcor shares for the five trading days prior

to and including June 30, 2025 ($9.18 per share). Where STIs are determined in currencies other than USD, the average foreign

exchange rate for the same five-day period was applied to determine the USD equivalent.

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The table below also includes a more detailed analysis of the targets and outcomes for the CEO and Chief Financial Officer

(“CFO”).

Category		Safety Targets		Financial Targets		Strategy and Organizational Development Goals
Weighting		5%		75-80%		15-20%
Outcome		Safety Target Missed		Financial Targets Partly Met		Strategy and Organizational Development Goals Partly Met
Comments		•Total recordable incident rate (TRIR) of 0.27 and 68% of sites operating injury-free for over 12 months		•Net sales of $15,009 million •GAAP net income of $511 million •Adjusted EPS of 71.2 cps •Adjusted EBIT of $1,723 million •Adjusted free cash flow of $926 million		•Significant progress on talent and organizational matters, delivery of strategic projects and advancement of sustainability agenda

The remaining NEOs’ targets and weighting were specific to their scope of accountability and business group.

•All NEOs had a safety objective to reduce recordable cases.

•Financial metrics included both consolidated Amcor and business group-specific metrics including earnings, cash flow and

sales growth metrics. Metrics and weighting for each ensured NEOs were incentivized to focus on objectives specific to

their respective business groups.

•NEOs were assigned strategy and organizational development goals, where applicable to the role, with a focus on talent

and employee engagement.

The performance targets for consolidated Amcor results are consistent with those of the CEO and CFO. Performance targets

related to business group or unit performance are established based on annual operating plans (which are considered

commercially sensitive) and are determined by definitive and objective criteria set at levels intended to be challenging and

require significant leadership effort, substantial achievement, and measurable value creation for payout to occur. We do not

publicly report financial results for businesses within a reportable segment to protect the commercially sensitive nature of that

information and the Company’s competitive positions.

Long-Term Incentive (LTI)

The objective of our LTI plan is to reward the achievement of long-term sustainable business outcomes, which is consistent

with the Company’s objective of value creation for our shareholders.

LTI grants during fiscal year 2025

LTI awards that were granted during fiscal year 2025 consist of a grant of options and performance shares that have a three-

year performance period that began July 1, 2024 and will end June 30, 2027. The performance conditions applicable to this

award are adjusted EPS with a RoAFE gateway and relative TSR measured against a peer group of companies (the “TSR

Peer Group”), each as described below: 

•Half of the award is determined based on constant currency adjusted EPS growth over a three-year performance period,

with 3% average annual adjusted EPS growth resulting in 25% of this portion of the award vesting, 5% average annual

adjusted EPS growth resulting in 50% of this portion of the award vesting, and 10% average annual adjusted EPS growth

resulting in full vesting of this portion of the award (subject to linear interpolation between these two points). There is a

further condition that Amcor’s adjusted RoAFE is at or above 12%. If average annual adjusted EPS growth is less than

3%, or RoAFE is less than 12%, this portion of the award will not vest(1).

•The other half of the award is based on relative TSR performance over a three-year performance period against the TSR

Peer Group, with 35th percentile TSR resulting in 25% of this portion of the award vesting, 50th percentile TSR resulting in

50% of this portion of the award vesting, and 75th percentile TSR resulting in full vesting of this portion of the award

(subject to linear interpolation between these points). There is no vesting of this portion of the award for performance

below the 35th percentile.

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The combination of adjusted EPS with a RoAFE condition ensures that management is rewarded for achieving profitable

growth while sustaining strong returns. The use of relative TSR provides alignment with a shareholder’s perspective of the

Company’s relative performance against peer companies. The Compensation Committee, after careful review and input from

FW Cook, determined no updates to the TSR Peer Group were necessary for 2025, other than the inclusion of Packaging

Corporation of America and the replacement Westrock with Smurfit Westrock (as a result of Westrock’s merger with Smurfit

Kappa which was completed in July 2024).

The table below shows the TSR Peer Group for the LTI granted in fiscal year 2025:

TSR PEER GROUP(2):

Ansell Limited	Graphic Packaging International, Inc.	PepsiCo, Inc.
AptarGroup, Inc.	Huhtamäki Oyj	Sealed Air Corporation
Avery Dennison Corporation	International Paper Company	Silgan Holdings, Inc.
Ball Corporation	Johnson & Johnson	Smurfit WestRock
Berry Global Group, Inc.(3)	Kraft Heinz	Sonoco Products Company
Brambles Limited	Mondelez International, Inc.	The Procter & Gamble Company
Coles Group Limited	Nestlé S.A.	Treasury Wine Estates Limited
Conagra Brands, Inc.	O-I Glass, Inc.	Unilever PLC
Crown Holdings, Inc.	Orora Limited	Wesfarmers Limited
Danone S.A.	Packaging Corporation of America	Woolworths Group Limited
General Mills, Inc.

(1)The Board has flexibility to adjust the EPS and RoAFE hurdles, or adjust the structure of these hurdles, to ensure they remain appropriate

in the event of material events or strategic initiatives that affect the relevance of the performance conditions.

(2)Certain events may occur (e.g. M&A, public to private transactions) that could affect the composition of the peer group. The Board has,

accordingly, retained discretion to determine how those events will be treated at the time they arise. This may result in the alteration of

the composition of the peer group from time to time. The Board also retains the discretion to deal with any other material event that

affects the relevance of any member in the peer group.

(3)Berry Global Group, Inc. is no longer included in the TSR Peer Group following the Merger.

LTI vested during fiscal year 2025

LTI awards eligible to vest during fiscal year 2025 were granted in 2022 and had a three-year performance period that ended

on June 30, 2025. The performance conditions applicable to this plan were relative TSR and adjusted EPS with a RoAFE

gateway. Relative TSR and adjusted EPS performance were both below the threshold required and resulted in no vesting (0%)

of this LTI award.

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Policies and Practices Relating to the Timing of Equity Awards

We generally grant annual equity-based awards during the first quarter of our fiscal year, on a predetermined date following

our Compensation Committee’s approval of the awards, although such timing may change from year to year.  The Committee

also may consider and approve interim or mid-year grants, or grants made on another basis, from time to time based on

business needs, changing compensation practices or other factors, in the discretion of the Committee.  The Committee does

not take into account material nonpublic information in determining the timing and terms of equity-based awards, and we have

not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Senior Executive Retention Share Plan (“SERSP”)

We use the SERSP on a limited basis at recruitment to replace existing awards from previous employers or as a retention

mechanism for selected executives. No grants under the SERSP were issued to our NEOs during fiscal year 2025.

Perquisites

We provide perquisites to our NEOs on a limited basis. Following the Merger, the Compensation Committee has approved

limited personal use of the Berry corporate aircraft by our CEO.

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Employment Agreements

Each of our NEOs has entered into an executive services agreement, which generally provides for compensation terms

(including base salary, STI and LTI opportunity, and in limited circumstances, retention incentives), and other perquisites and

benefits described elsewhere in the “Executive Compensation Discussion and Analysis” section. The executive services

agreements for our NEOs generally require a 12-month notice period to terminate the services agreement, although the

Company may waive any portion of the notice period. The CEO agreement also provides for certain payments and benefits

upon a termination without cause, as described below under the heading “Potential Payments Upon Termination or Change in

Control.”  The Company may summarily terminate the employment of a NEO (without notice or severance payments) (a

“cause” termination) immediately if the NEO commits: (a) a serious or persistent breach of any of the terms or conditions of the

executive’s employment; (b) any negligent act the executive commits in connection with the performance of the duties of the

executive’s role; (c) any conduct or act which, in the reasonable opinion of the Company, brings the Company into disrepute;

(d) any criminal offense for which the executive is convicted which, in the reasonable opinion of the Company, impairs the

executive’s ability to perform his or her duties; (e) any wrongful or dishonest or fraudulent act or conduct which, in the

reasonable opinion of the Company, brings the Company into disrepute; or (f) any other act which would entitle the Company

to dismiss the executive summarily.

Furthermore, the executive services agreements include obligations relating to conflicts of interest, confidential information,

intellectual property, and competitive activity following a termination of employment for any reason, for the restricted period

specified in each executive services agreement.

Roegner Transition and Separation Arrangement

Mr. Roegner became Executive Vice President, Integration and Special Projects, effective January 1, 2025, at which time he

was no longer an executive officer of the Company. In his new role, Mr. Roegner reported to the Company’s Executive Vice

President, Strategy and Development Group, and facilitated strategic initiatives, including the integration with Berry Global. In

May 2025, we entered into a Transition and Separation Agreement (“Transition Agreement”) with Mr. Roegner that provided for

the transition of his duties and responsibilities through June 30, 2025 followed by a 12-month notice period resulting in the

termination of his employment relationship on June 30, 2026. During this period, Mr. Roegner will continue to be provided with

salary and benefits as in effect immediately prior to entry into the Transition Agreement.  If Mr. Roegner complies with the

requirements of the Transition Agreement (including the provision of a release of claims and obligations relating to conflicts of

interest, confidential information, intellectual property, and competitive activity), he will remain eligible to receive a cash bonus

under the STI for the fiscal year ending June 30, 2025 and RSUs in accordance with the STI-Deferred Equity Plan Awards (as

outlined in the section titled “Short-Term Incentive (STI)”) with respect to the fiscal year ending June 30, 2025, his vested and

outstanding share options will remain exercisable for up to 90 days following his separation from employment, his outstanding

and unvested RSU awards under the STI-Deferred Equity Plan Awards and the SERSP will remain outstanding and become

vested either on the scheduled vesting date (if earlier than the separation date) or in full within 30 days after the separation

date, and, with respect to all other LTI awards granted to him fiscal years 2023 and 2024 (as outlined in the section titled

“Long-Term Incentive (LTI)”), Mr. Roegner will remain eligible to vest with respect to the portion of each award that vests based

on actual performance for the applicable performance period, multiplied by a fraction, the numerator of which is the number of

days in the applicable performance period up to and including June 30, 2025 and the denominator of which is the number of

days in the applicable performance period.  All equity awards granted to Mr. Roegner in fiscal year 2025 were cancelled in their

entirety.  Mr. Roegner will also be eligible for subsidized COBRA coverage for up to 12 months following his separation.

Zacka Separation Arrangement

In April 2025, we entered into a Separation Agreement (“Separation Agreement”) with Mr. Zacka that provided for the transition

of his duties and responsibilities through July 31, 2025. Contingent on Mr. Zacka’s compliance with the requirements of the

Separation Agreement (including the provision of a release of claims and obligations relating to conflicts of interest, confidential

information, intellectual property, and competitive activity), he was entitled to a payment equal to approximately 11 months’

base salary in settlement of the remaining notice period under his existing employment agreement and to a cash bonus under

the STI for the fiscal year ending June 30, 2025.  The associated STI-Deferred Equity Plan Awards were settled as a cash

payment (instead of RSUs) at the same time, Mr. Zacka’s vested and outstanding share options will remain exercisable for up

to 90 days following his separation from employment, and his outstanding and unvested RSUs under the STI-Deferred Equity

Plan Awards and the SERSP were converted to shares in July 2025 in accordance with the applicable plan documents.  With

respect to all LTI awards granted to him for fiscal years 2023 and 2024, Mr. Zacka will remain eligible to vest with respect to

the portion of each award that vests based on actual performance for the applicable performance period, multiplied by a

fraction, the numerator of which is the number of days in the applicable performance period up to and including June 30, 2025

and the denominator of which is the number of days in the applicable performance period.  All equity awards granted to Mr.

Zacka in fiscal year 2025 were cancelled in their entirety. We also agreed to pay moderate costs of tax advisors to finalize Mr.

Zacka’s tax return for 2025 and some limited relocation costs. 

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Executive Change in Control Plan

Effective as of September 23, 2025, we adopted an Executive Change in Control Severance Plan (a “CIC Plan”) which is

typical practice for companies in our peer group. It is intended to provide “double trigger” severance protections to covered

executives, including our current NEOs, in the event of a qualifying termination of employment in connection with change in

control (as defined in the CIC Plan). The Compensation Committee approved the CIC Plan to encourage eligible executives’

full attention and dedication to the Company in the event of any possible or pending change in control despite the personal

uncertainties that may accompany such a situation and to provide them with compensation and benefits upon a change in

control consistent with their expectations and competitive practice.  The severance benefits under CIC Plan in the event of a

change in control and a related termination without cause or a resignation for good reason would include cash severance

equal to a multiple of base salary and target bonus (2x for our CEO and 1x for our other NEO participants), a pro rata bonus,

accelerated vesting of equity awards and a limited period of post-employment healthcare coverage for U.S. participants. 

Minimum Shareholding Policy

A minimum shareholding policy is in place in order to strengthen alignment of the interests of our NEOs with value creation for

our shareholders. Under the minimum shareholding policy, the CEO and each of his or her direct reports, including each of our

NEOs, must build and maintain a minimum shareholding of Amcor shares. Our CEO is required to acquire and maintain

ownership of Amcor shares (excluding vested options, unvested options and unvested performance shares/rights) with a value

equivalent to 500% of base salary, and each of our CEO’s direct reports, including each of our other active NEOs, are required

to acquire and maintain ownership of Amcor shares (excluding vested options, unvested options and unvested performance

shares/rights) with a value equivalent to 300% of base salary. These executives are required to attain these minimum

shareholding requirements progressively within five years of becoming subject to the minimum shareholding policy.

Hedging and Pledging Policy

Our equity award agreements contain a provision restricting participants from hedging or pledging the value of the award or

entering into a derivative agreement in respect of the award. Equity award recipients include all of our executive officers,

Directors and certain employees. Any breach of the hedging or pledging restriction could result in cancellation or forfeiture of

the award, at the discretion of the Board. In addition, our Insider Trading Policy prohibits members of the Board and senior

personnel of the Company from short-selling or trading in derivative securities related to Amcor’s equity securities, with the

exception of trading in derivative securities received pursuant to a Company compensatory or benefit plan.

Insider Trading Policy

Our Board of Directors has adopted an Insider Trading Policy which governs the purchase, sale, and/or other dispositions of

our securities by our directors, officers, other key employees, and covered persons which we believe is reasonably designed to

ensure compliance with applicable insider trading rules, regulations, and listing standards. For more information, please see

the description of our Insider Trading Policy in our most recent Annual Report on Form 10-K.

Compensation Recovery Policy

Effective as of October 2, 2023, we adopted a compensation recovery policy (“Compensation Recovery Policy”) governing the

recovery of erroneously awarded incentive-based compensation consistent with the requirements of the SEC and the NYSE.

The Compensation Recovery Policy provides that, if we are required to prepare a qualifying accounting restatement, then,

unless an exception applies, we will recover reasonably promptly the excess of (1) the amount of incentive-based

compensation received by a person who served as a covered officer at any time during the applicable performance period

during the three completed years immediately preceding the date we are required to prepare the accounting restatement over

(2) the amount that would have been received had it been determined based on the restated financials. The Compensation

Recovery Policy applies to incentive-based compensation received by a covered officer on or after October 2, 2023.

In addition to the Compensation Recovery Policy, a clawback policy is in place that allows the Board of Directors to cancel

awards in the event of fraud, dishonesty, breach of obligations, financial misstatements, or if awards were made on the basis

of a misrepresentation or an omission, or on the basis of facts or circumstances that were later proven to be untrue or

inaccurate.

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Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item

402(b) of Regulation S-K with management, and, based on such review and discussion, the Compensation Committee

recommended to the Board that the Compensation Discussion and Analysis be included in the proxy statement.

The Compensation Committee:

Nicholas T. Long (Tom) (Chair)

Achal Agarwal

Lucrèce Foufopoulos-De Ridder

Jill A. Rahman

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Executive Compensation Tables

2025 Summary Compensation Table

The following table sets forth summary information concerning the compensation earned by our NEOs during fiscal years

2025, 2024, and 2023. Movements in exchange rates also have an impact on amounts reported for certain NEOs who are not

paid in U.S. dollars.

Name and Principal Position	Fiscal Year	Salary ($)	Stock  Awards ($)(2)	Option Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)(3)	All Other Compensation ($)(4)	Total ($)
Peter Konieczny(1) Chief Executive Officer	2025	1,822,278	3,879,938	996,984	1,403,397	355,732	8,458,329
	2024	1,474,000	4,049,852	660,765	961,646	334,656	7,480,919
Michael Casamento(1) Executive Vice President, Finance and Chief Financial Officer	2025	1,175,358	2,038,465	537,288	652,418	634,016	5,037,545
	2024	1,126,883	3,611,194	534,905	681,693	584,814	6,539,489
	2023	1,057,240	1,614,678	533,524	83,617	540,332	3,829,391
Fred Stephan Chief Operating Officer, Global Flexibles	2025	1,130,807	2,080,131	585,966	424,581	126,864	4,348,349
	2024	1,045,440	3,430,772	501,555	527,237	110,287	5,615,291
	2023	1,027,194	1,727,557	533,690	309,374	163,543	3,761,358
Susana Suarez Gonzalez(1) Executive Vice President, Chief Human Resources Officer	2025	822,939	1,113,802	282,186	428,820	520,783	3,168,530
Ian Wilson(1) Executive Vice President, Strategic Development	2025	992,571	1,349,204	344,223	505,256	130,205	3,321,459
Eric Roegner Former President, Amcor Rigid Packaging	2025	1,041,106	1,725,758	491,904	316,540	141,098	3,716,406
	2024	1,021,996	2,162,136	490,245	145,634	135,377	3,955,388
	2023	1,016,945	1,595,205	521,572	114,975	168,355	3,417,052
Michael Zacka(1) Former President, Amcor Flexibles Europe, Middle East & Africa	2025	1,357,495	2,151,859	618,723	358,374	683,214	5,169,665
	2024	1,312,098	3,751,404	622,775	416,841	724,390	6,827,508
	2023	1,231,008	1,957,705	621,338	253,010	672,450	4,735,510

(1)Where NEOs are paid in a currency other than USD, the amount is converted to USD using the average exchange rate for the fiscal year.

Messrs. Konieczny, Casamento, Zacka, and Ms. Suarez Gonzalez are paid in CHF (1 CHF = 1.1532 USD). Mr. Wilson is paid in GBP (1

GBP = 1.2936 USD).

(2)The amounts in these columns represents the grant-date fair value of performance rights/shares (in the “Stock Awards” column) and

options (in the “Option Awards” column) granted under the LTI for fiscal year 2025, as well as the restricted share units granted under the

STI-Deferred Equity Plan, in each case as determined pursuant to Accounting Standards Codification Topic 718. STI-Deferred Equity

Plan awards were calculated as 50% of the short-term cash incentive payments. Where short-term cash incentive payments were

determined in currencies other than USD, the average foreign exchange rate for the five trading days prior to and including June 30, 2025

was applied to determine the USD equivalent. Equity allocations under the STI-Deferred Equity Plan were determined based on the

VWAP of Amcor shares for the five trading days prior to and including June 30, 2025 ($9.18 per share). The LTI allocations represent the

grant-date fair value of these awards. As disclosed in the footnotes to the Company’s financial statements in its Annual Report on Form

10-K for the year ended June 30, 2025, the fair value of share options was determined using the Black-Scholes option pricing model and/

or Monte Carlo simulations and the fair value of performance rights/shares was determined using discounting and Monte Carlo

simulations.

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(3)Amounts represent STI payments earned for fiscal year 2025 (excluding the value of STI-Deferred Equity Plan Awards). For a description

of the methodology applied in determining the STI payments, refer to the section above “Elements of Compensation - Short-Term

Incentive (STI).” Where STI payments were determined in currencies other than USD, the average foreign exchange rate for the five

trading days prior to and including June 30, 2025 was applied to determine the USD equivalent for fiscal year 2025.

(4)The elements of compensation included in the “All Other Compensation” column for fiscal year 2025 are set forth in the “2025 Benefits,

Relocation Expenses, Plan Contributions and Tax-Related Payments (the “All Other Compensation” Column)” table below.

2025 Benefits, Relocation Expenses, Plan Contributions and Tax-Related

Payments (the “All Other Compensation” Column) 

Name	Fiscal Year	Non-Monetary Benefits ($)(1)	Relocation & Expatriate Expenses ($)(2)	Taxes Paid by Employer Related to Relocation & Expatriate Expenses ($)	Employer Contributions to Defined Contribution Plans ($)	Other ($)	Total ($)
Peter Konieczny	2025	124,549	—	3,281	227,902	—	355,732
Michael Casamento	2025	40,947	229,699	136,697	226,673	—	634,016
Fred Stephan	2025	14,400	—	—	110,397	2,067	126,864
Susana Suarez Gonzalez	2025	34,313	176,034	102,994	206,744	697	520,783
Ian Wilson	2025	130,205	—	—	—	—	130,205
Eric Roegner	2025	24,172	—	—	114,738	2,187	141,098
Michael Zacka	2025	74,152	207,576	173,295	227,902	288	683,214

(1)These benefits include costs such as healthcare, company car costs, and tax advisory costs to assist with the filing of domestic and

foreign tax returns.

(2)Expenses associated with relocation and expatriate expenses may include a combination of (i) relocation costs and (ii) ongoing benefits

related to that relocation.

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2025 Grants of Plan-Based Awards

The table below sets forth information regarding grants of plan-based awards made to our NEOs during fiscal year 2025.

				Estimated Future Payouts Under Non-Equity Incentive Plan Awards				Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	Exercise or Base Price of Option Awards ($/Share)	Grant  Date Fair  Value of Stock and Options Awards(5)
Name	Grant Type	Grant  Date	Award (Approval) Date	Threshold ($)	Target ($)	Max ($)		Threshold (#)	Target (#)	Max (#)
Peter Konieczny	STI-Cash(1)			0	2,186,733	4,373,467
	STI- Deferred Equity(2)							$0	$1,093,367	$2,186,733
	LTI(3)	9/16/24	8/06/24					47,750	191,000	382,000			3,178,240
	LTI(4)	9/16/24	8/06/24					68,100	272,400	544,800		11.12	996,984
Michael Casamento	STI-Cash(1)			0	1,182,914	2,365,828
	STI- Deferred Equity(2)							$0	$591,457	$1,182,914
	LTI(3)	9/16/24	8/06/24					25,725	102,900	205,800			1,712,256
	LTI(4)	9/16/24	8/06/24					36,700	146,800	293,600		11.12	537,288
Fred Stephan	STI-Cash(1)			0	1,150,000	2,300,000
	STI- Deferred Equity(2)							$0	$575,000	$1,150,000
	LTI(3)	9/16/24	8/06/24					28,063	112,250	224,500			1,867,840
	LTI(4)	9/16/24	8/06/24					40,025	160,100	320,200		11.12	585,966
Susana Suarez Gonzalez	STI-Cash(1)			0	662,584	1,325,167
	STI- Deferred Equity(2)							$0	$331,292	$662,584
	LTI(3)	9/16/24	8/06/24					13,513	54,050	108,100			899,392
	LTI(4)	9/16/24	8/06/24					19,275	77,100	154,200		11.12	282,186
Ian Wilson	STI-Cash(1)			0	799,162	1,598,324
	STI- Deferred Equity(2)							$0	$399,581	$799,162
	LTI(3)	9/16/24	8/06/24					16,475	65,900	131,800			1,096,576
	LTI(4)	9/16/24	8/06/24					23,513	94,050	188,100		11.12	344,223
Eric Roegner	STI-Cash(1)			0	785,660	1,571,319
	STI- Deferred Equity(2)							$0	$392,830	$785,660
	LTI(3)	9/16/24	8/06/24					23,550	94,200	188,400			1,567,488
	LTI(4)	9/16/24	8/06/24					33,600	134,400	268,800		11.12	491,904
Michael Zacka	STI-Cash(1)			0	1,021,928	2,043,855
	STI- Deferred Equity(2)							$0	$510,964	$1,021,928
	LTI(3)	9/16/24	8/06/24					29,638	118,550	237,100			1,972,672
	LTI(4)	9/16/24	8/06/24					42,263	169,050	338,100		11.12	618,723

(1)Represents the cash component of the incentive compensation opportunity available under the STI Plan for fiscal year 2025. Payments

under this plan may range from zero through to maximum depending on performance against various financial and individual targets

included in the individual’s scorecard.

Amcor plc | 2025 Proxy Statement 45

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(2)Represents the value of the grant date opportunity under the STI - Deferred Equity Plan component for fiscal year 2025. The award is

calculated as 50% of the STI cash component and therefore may range from zero through to maximum depending on performance

against various financial and individual targets included in the individual’s scorecard. Equity allocations are determined based on the

VWAP of Amcor shares for the five trading days prior to and including June 30 of each fiscal year.

(3)Represents the issuance of performance shares under the LTI for fiscal year 2025 that will vest in fiscal year 2028, subject to

performance conditions which are outlined in the section above “Elements of Compensation – Long-Term Incentive (LTI)”.

(4)Represents the issuance of options under the LTI for fiscal year 2025 that will vest in fiscal year 2028, subject to performance conditions

which are outlined in the section above “Elements of Compensation – Long-Term Incentive (LTI)”.

(5)Represents the grant date fair value of these awards, calculated pursuant to Accounting Standards Codification Topic 718 as disclosed in

the footnotes to the Company’s financial statements in its Annual Report on Form 10-K for the year ended June 30, 2025.

46 Amcor plc | 2025 Proxy Statement

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Outstanding Equity Awards at 2025 Fiscal Year-End

The table below sets forth information regarding equity awards outstanding as of June 30, 2025.

			Option Awards					Stock Awards
Name	Plan	Grant Year	Number of Securities Underlying Unexercised Options (#) Exercisable	Equity Incentive Plan Awards: Number of Unearned Options That Have Not Vested(1) (#)	Option Exercise Price ($/share)	Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested(2) (#)	Market Value of Shares or Units of Stock That Have Not Vested(3) ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(1) (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($)
Peter Konieczny	Short- Term Incentive - Deferred Equity	2025(4)						48,766	448,160
		2024(5)						18,214	167,387
	Long- Term Incentive	2025(6)		544,800	11.12	9/16/34				382,000	3,510,580
		2024(7)		455,700	9.35	9/15/33				321,700	2,956,423
		2023(8)			11.79	10/31/28
		2022(9)	130,700		12.40	10/31/27
		2021(10)	241,527		11.21	10/31/26
	SERSP	2024(12)						170,000	1,562,300
Michael Casamento	Short- Term Incentive - Deferred Equity	2025(4)						34,569	317,689
		2024(5)						4,213	38,717
	Long- Term Incentive	2025(6)		293,600	11.12	9/16/34				205,800	1,891,302
		2024(7)		368,900	9.35	9/15/33				260,400	2,393,076
		2023(8)			11.79	10/31/28
		2022(9)	105,775		12.40	10/31/27
		2021(10)	174,557		11.21	10/31/26
	SERSP	2024(12)						170,000	1,562,300

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			Option Awards					Stock Awards
Name	Plan	Grant Year	Number of Securities Underlying Unexercised Options (#) Exercisable	Equity Incentive Plan Awards: Number of Unearned Options That Have Not Vested(1) (#)	Option Exercise Price ($/share)	Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested(2) (#)	Market Value of Shares or Units of Stock That Have Not Vested(3) ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(1) (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($)
Fred Stephan	Short- Term Incentive - Deferred Equity	2025(4)						26,737	245,713
		2024(5)						15,585	143,226
	Long- Term Incentive	2025(6)		320,200	11.12	9/16/34				224,500	2,063,155
		2024(7)		345,900	9.35	9/15/33				244,200	2,244,198
		2023(8)			11.79	10/31/28
		2022(9)	97,025		12.40	10/31/27
		2021(10)	171,513		11.21	10/31/26
	SERSP	2024(12)						170,000	1,562,300
Susana Suarez Gonzalez	Short- Term Incentive - Deferred Equity	2025(4)						22,770	209,256
		2024(5)						8,756	80,468
	Long- Term Incentive	2025(6)		154,200	11.12	9/16/34				108,100	993,439
		2024(7)		191,700	9.35	9/15/33				135,300	1,243,407
		2023(8)			11.79	10/31/28
	SERSP	2024(12)						70,000	643,300
Ian Wilson	Short- Term Incentive - Deferred Equity	2025(4)						28,081	258,064
		2024(5)						10,809	99,335
	Long- Term Incentive	2025(6)		188,100	11.12	9/16/34				131,800	1,211,242
		2024(7)		236,600	9.35	9/15/33				167,100	1,535,649
		2023(8)			11.79	10/31/28
		2022(9)	76,225		12.40	10/31/27
		2021(10)	129,354		11.21	10/31/26
		2020(11)	793,724		9.81	10/31/25
	SERSP	2024(12)						70,000	643,300

48 Amcor plc | 2025 Proxy Statement

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			Option Awards					Stock Awards
Name	Plan	Grant Year	Number of Securities Underlying Unexercised Options (#) Exercisable	Equity Incentive Plan Awards: Number of Unearned Options That Have Not Vested(1) (#)	Option Exercise Price ($/share)	Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested(2) (#)	Market Value of Shares or Units of Stock That Have Not Vested(3) ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(1) (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($)
Eric Roegner	Short- Term Incentive - Deferred Equity	2025(4)						7,386	67,877
		2024(5)						5,792	53,228
	Long- Term Incentive	2025(6)		268,800	11.12	9/16/34				188,400	1,731,396
		2024(7)		338,100	9.35	9/15/33				238,700	2,193,653
		2023(8)			11.79	10/31/28
		2022(9)	100,425		12.40	10/31/27
		2021(10)	191,445		11.21	10/31/26
	SERSP	2024(12)						60,000	551,400
Michael Zacka	Short- Term Incentive - Deferred Equity	2025(4)						21,138	194,258
		2024(5)						12,746	117,136
	Long- Term Incentive	2025(6)		338,100	11.12	9/16/34				237,100	2,178,949
		2024(7)		429,500	9.35	9/15/33				303,200	2,786,408
		2023(8)			11.79	10/31/28
		2022(9)	123,175		12.40	10/31/27
		2021(10)	227,641		11.21	10/31/26
	SERSP	2024(12)						170,000	1,562,300

(1)Reflects outstanding performance rights/shares and options under the LTI plan. Awards vest based on adjusted EPS growth with a

RoAFE hurdle and TSR performance.

(2)Reflects outstanding time-based RSUs under the STI – Deferred Equity plan.

(3)Market value is determined by multiplying the number of units by Amcor’s share price at end of fiscal year 2025 ($9.19).

(4)Time-based RSUs awarded on September 16, 2024 that will vest by September 1, 2026.

(5)Time-based RSUs awarded on September 15, 2023 vested on August 28, 2025.

(6)Performance shares and options awarded on September 15, 2024 that would be earned based on achieving maximum level of

performance.

(7)Performance rights/shares and options awarded on September 15, 2023 that would be earned based on achieving maximum level of

performance.

(8)As outlined in the section above “LTI vested during fiscal year 2025”, performance results under the performance rights/shares and

options awarded on September 15, 2022 resulted in no amounts being earned with respect to such awards.

(9)Unexercised options awarded on September 15, 2021 and vested on August 28, 2024.

(10)Unexercised options awarded on September 15, 2020 and vested on August 28, 2023.

(11)Unexercised options awarded on November 11, 2019 and vested on August 26, 2022.

(12)Time-based RSUs awarded in fiscal year 2024 under the SERSP that will vest on February 27, 2026.

Amcor plc | 2025 Proxy Statement 49

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2025 Option Exercises and Stock Vested

The table below sets forth certain information with respect to the exercise of options and the vesting of performance rights/

shares and RSUs held by our NEOs during fiscal year 2025.

	Option Awards			Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)		Number of Shares Acquired on Vesting of Performance Rights/Shares and RSUs (#)	Value Realized on Vesting ($)
Peter Konieczny	—	—		104,762	1,177,323
Michael Casamento	—	—		84,789	946,245
Fred Stephan	—	—		84,058	938,087
Susana Suarez Gonzalez	—	—		58,700	729,348
Ian Wilson	517,154	93,088		68,833	777,080
Eric Roegner	400,000	403,000		60,074	670,426
Michael Zacka	—	—		93,673	1,059,776

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2025 Nonqualified Deferred Compensation

Our non-qualified deferred compensation plan permits eligible participants to (i) defer up to 50% of their salary and (ii) defer up

to 100% of their STI cash payment. For Mr. Roegner additional contributions were made to the plan for calendar year 2025

equal to 10% of base salary and their STI cash payment (reduced by contributions already made to other plans).  As part of a

revised plan, Mr. Stephan and Ms. Suarez Gonzalez received contributions to the plan equal to 7% of their base salary and

STI cash payment that are in excess of the compensation limit for the plan year under Section 401(a)(17) of the Internal

Revenue Code.

Participants are able to invest these deferrals and contributions across a number of investment options, which make earnings

and losses based on the performance of these investments. Account balances are paid out upon a participant’s separation

from service or the participant’s disability.

The contributions and earnings under the plan during fiscal year 2025, as well as the account balances under the plan as of

the end of fiscal year 2025, for participating NEOs were as follows:

Name	Executive Contributions in Last Fiscal Year (“FY”)(1) ($)	Registrant Contributions in Last FY(2) ($)	Aggregate Earnings in Last FY(3) ($)	Aggregate Withdrawals/ Distributions in Last FY ($)	Aggregate Balance at Last FY(4)(5) ($)
Eric Roegner	279,993	100,949	376,871	0	3,971,925
Fred Stephan	0	85,897	228,853	0	2,079,785
Susana Suarez Gonzalez	51,381	28,965	52,097	0	478,142

(1)Amounts in this column are included in either the “Salary” or “Non-Equity Incentive Plan Compensation” columns of the “2025 Summary

Compensation Table.”

(2)Amounts in this column are included in the “All Other Compensation” column of the “2025 Summary Compensation Table.”

(3)Amounts in this column are not included in the “2025 Summary Compensation Table” as the amounts represent investment returns (gains

or losses), which are not considered “above market” or “preferential” within the SEC’s definition of those terms for purposes of the

Summary Compensation Table. Our deferred compensation plan provides participants with a subset of investment elections available to

all eligible employees under our tax-qualified Section 401(k) plan.

(4)Plan participation start dates for each of our eligible NEOs are as follows: September 10, 2018 for Mr. Roegner, January 1, 2022 for Mr.

Stephan, and January 1, 2023 for Ms. Suarez Gonzalez. Balance represents contributions and earnings over the period since each

executive’ plan participation start date. Mrs. Suarez participation ended on December 31, 2024 after relocating to Switzerland. Messrs.

Konieczny, Casamento, Wilson, Zacka, and Ms. Suarez Gonzalez are non-U.S. NEOs and as such, not eligible to participate in our non-

qualified deferred compensation plan.

(5)Starting in fiscal year 2018, the Company has been subject to U.S. reporting and disclosure of non-qualified deferred compensation.

Since then, total executive and registrant contribution amounts for our eligible NEOs have been reported in each year’s Summary

Compensation Table as follows: $2,383,746 for Mr. Roegner, $1,413,390 for Mr. Stephan, and $0 for Ms. Suarez Gonzalez.

Amcor plc | 2025 Proxy Statement 51

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Potential Payments Upon Termination or Change in Control

Compensation and other terms of employment for our current NEOs are generally formalized in executive services

agreements, in each case as described under “—Employment Agreements”). In the event of termination of employment by the

Company without “cause” (as described under “—Employment Agreements”), our then-serving NEOs (other than our CEO and

CFO) each had, as of the end of fiscal year 2025, a contractual notice period equal to 12 months under their executive

services agreements. In the event of a settlement of this notice period, the amount payable would be equal to the greater of

the amount payable required by law or payment in lieu of notice (12 months’ base salary).

For the CEO, if we were to terminate Mr. Konieczny without cause, or if Mr. Konieczny were to terminate his employment as a

good leaver (defined generally to include experiencing certain material reductions to compensation or material negative

changes to duty, authority or responsibility), each while he is serving as CEO, then he would be entitled to: (1) 12 months of

base salary; (2) any STI payment previously earned at the time of termination, paid entirely in cash; (3) a pro-rated portion of

the STI award earned for the performance period during which the termination occurs, paid entirely in cash; (4) the vesting in

full of all outstanding RSUs granted to him under the STI-Deferred Equity Plan within 30 days after the employment

termination date and the vesting in full of the RSUs granted to him at the time he became Interim CEO within 30 days following

cessation of active employment; and (5) any other equity awards for which he has completed one-half of the performance or

vesting period as of the termination date will continue to vest according to their terms on a pro-rated basis.

For the CFO, if we were to terminate Mr. Casamento without cause, then he would be entitled to: (1) 12 months of base salary;

(2) any STI payment previously earned at the time of termination, paid entirely in cash; (3) a pro-rated portion of the STI award

earned for the performance period during which the termination occurs, paid entirely in cash; (4) the vesting in full of all

outstanding RSUs granted to him under the STI-Deferred Equity Plan within 30 days after the employment termination date

and the vesting in full of the RSUs granted to him at the time of the CEO transition in fiscal year 2024 within 30 days following

cessation of active employment; and (5) any other equity awards for which he has completed one-half of the performance or

vesting period as of the termination date will continue to vest according to their terms on a pro-rated basis.

As of the end of fiscal year 2025, no single-trigger payments or double-trigger payments were specified in a change of control

event; however the Board retained discretion to afford pro-rated incentive payments and vesting of equity awards, and equity

awards could be accelerated on a termination in connection with a change of control event. The Board also may deal with

other related matters at its discretion.

As described in the section above titled “Executive Change in Control Severance Plan,” following the end of fiscal year 2025,

we adopted the CIC Plan, which provides for severance benefits upon a qualifying termination in connection with a change in

control.  In addition, beginning with the STI and LTI programs starting July 1 2025, we have added a provision in the award

documents to provide for pro rata (in the case of share options, PSUs and STI) or full (in the case of RSUs) vesting of the

grants following a qualifying retirement.

The table below shows the estimated potential payment obligations to each NEO at the end of fiscal year 2025 on the basis of

the arrangements that were then in effect, as required by applicable SEC regulations.

	Peter Konieczny	Michael Casamento	Fred Stephan	Susana Suarez Gonzalez	Ian Wilson	Eric Roegner	Michael Zacka
Termination Payment ($) (12 months’ base salary)(1)(2)	1,822,278	1,182,914	1,150,000	828,229	998,952	1,047,546	1,362,570

(1)As described above, each of Mr. Konieczny and Mr. Casamento would also have received accelerated vesting of certain equity awards

upon a qualifying termination of employment under their respective agreements with the Company.  We estimate the value of that

accelerated vesting as of June 30, 2025 as approximately $3,866,107 for Mr. Konieczny and as approximately $3,043,112 for Mr.

Casamento.

(2)Where NEOs are paid in a currency other than USD, the amount is converted to USD using the annual average exchange rate used

throughout the fiscal year. Messrs. Konieczny, Casamento, Zacka, and Ms. Suarez Gonzalez are paid in CHF (1 CHF = 1.1532 USD).

Mr. Wilson is paid in GBP (1 GBP = 1.2936 USD).

As described in the section above titled “Employment Agreements,” we also entered into arrangements with Mr. Roegner and

Mr. Zacka providing for the separation benefits described in that section.  Because the separation benefits under those

arrangements were not effective or available as of June 30, 2025, the date of the preceding table, we have not included them

in the table.

52 Amcor plc | 2025 Proxy Statement

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CEO Pay Ratio

The following shows the relationship between fiscal year 2025 annual total compensation for our median employee and Mr.

Konieczny, who was serving as our CEO at fiscal year end. We are a truly global company, with employees in over 40

countries and 72% of them located outside of the U.S. during fiscal year 2025 (as shown in the chart below).

The annual total compensation of our median employee, not including our CEO, was $71,040. The annual total compensation

of Mr. Konieczny, as reported in the Summary Compensation Table, was $8,458,329. Therefore, the ratio of the annual total

compensation of our CEO to the annual total compensation of our median employee was 119 to 1.

The CEO pay ratio estimate has been calculated in a manner consistent with item 402(u) of Regulation S-K. The SEC’s rules

for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total

compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable

estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio

reported by other companies may not be comparable to the pay ratio reported above, as other companies have different

employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and

assumptions in calculating their own pay ratios.

In accordance with SEC guidance, we excluded the approximately 35,000 employees that became our employees as a result

of the Merger that occurred during fiscal year 2025 from our CEO pay ratio determination.  Given there had been no other

change to Amcor’s employee population or compensation programs that would significantly affect the CEO pay ratio disclosure

since the median employee was identified for fiscal year 2023, Amcor did not re-identify the median employee for fiscal year

2025. The annual total compensation of the median employee was updated to reflect fiscal year 2025 values. Where the

median employee was paid in a currency other than USD, compensation was converted to USD using the annual average

exchange rate used throughout the fiscal year.

The process for identifying our median employee involved analyzing annual base compensation (salary and hourly wages) for

all full-time, part-time, and temporary employees within the organization, other than the CEO, who were employed on April 1,

2023. At that time, and as permitted by the SEC rules under the 5% “De Minimis Exemption”, we excluded 2,097 non-U.S.

employees, or 4.97% of the total employee population of 42,234 employees. The excluded countries and their employee

populations were as follows: Dominican Republic (27 employees), India (990 employees), Romania (82 employees), South

Africa (10 employees), Turkey (658 employees) and Venezuela (330 employees). As a result of these exclusions, our median

employee was determined from a total of 40,137 employees. As part of this process, for employees who were paid in a

currency other than USD, compensation was converted to USD using the exchange rate on April 1, 2023.

Employee Location by Country

Asia 19%

l China

l Thailand

l Australia

l Other Asia

28%

4%

9%

2%

2%

5%

5%

4%

4%

3%

3%

12%

8%

2%

2%

7%

Americas 50%

l United States

l Brazil

l Mexico

l Peru

l Argentina

l Other Americas

EMEA 31%

l France

l Germany

l Poland

l Switzerland

l United Kingdom

l Other EMEA

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Pay Versus Performance Disclosure

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of

Regulation S-K, we are providing the following information about the relationship between executive compensation actually

paid and certain financial performance of the Company. For further information concerning our pay-for-performance philosophy

and how we align our executive compensation programs with the Company’s performance, refer to the “Executive

Compensation Discussion and Analysis” section.

					Average Summary Compensation Table Total for Non-PEO NEOs(1) ($)	Average Compensation Actually Paid to Non-PEO NEOs(2) ($)	Value of Initial Fixed $100 Investment Based On:
Year	Summary Compensation Table Total for PEO(1) Konieczny ($)	Compensation Actually Paid to PEO(2) Konieczny ($)	Summary Compensation Table Total for PEO(1) Delia ($)	Compensation Actually Paid to PEO(2) Delia ($)			Total Shareholder Return(3) ($)	Peer Group Total Shareholder Return(4) ($)	Net Income(5) (in  millions)	Adjusted Earnings Per Share (EPS)(6) ($)
(a)	(b)	(c)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
2025	8,458,329	5,072,024	—	—	4,126,992	2,415,337	111.43	172.42	518	0.712
2024	7,480,919	6,959,258	8,977,329	5,073,747	5,734,419	5,253,911	112.81	169.26	740	0.702
2023	—	—	7,305,995	(1,817,920)	3,935,828	(456,566)	109.20	155.73	1,058	0.733
2022	—	—	9,872,758	18,573,062	5,003,411	8,834,900	130.29	135.28	815	0.805
2021	—	—	10,991,148	11,147,349	6,040,930	6,108,431	115.51	148.23	951	0.744

(1)For purposes of this disclosure, “PEO” refers to Principal (or Chief) Executive Officer. For the fiscal years presented, represents amount

reported for our PEO(s) and average amount reported for our non-PEO NEOs, under the “Total” column of the Summary Compensation

Table (“SCT”). Our NEOs for each of the fiscal years presented are shown below:

Year	PEO(s)	Non-PEO NEOs
2025	Peter Konieczny	Michael Casamento, Eric Roegner, Fred Stephan, Michael Zacka, Susana Suarez Gonzalez and Ian Wilson
2024	Peter Konieczny / Ron Delia	Michael Casamento, Eric Roegner, Fred Stephan and Michael Zacka
2023	Ron Delia	Michael Casamento, Eric Roegner, Fred Stephan and Michael Zacka
2022	Ron Delia	Michael Casamento, Eric Roegner, Fred Stephan and Michael Zacka
2021	Ron Delia	Michael Casamento, Peter Konieczny, Eric Roegner, Fred Stephan and Michael Zacka

54 Amcor plc | 2025 Proxy Statement

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(2)Dollar amounts represent Compensation Actually Paid (”CAP”) for our PEO(s) and the average Compensation Actually Paid to our non-

PEO NEOs for each fiscal year. Compensation Actually Paid has been calculated in accordance with Item 402(v) of Regulation S-K and

does not reflect the actual compensation earned by or paid to the applicable NEO for any fiscal year. Compensation Actually Paid reflects

the following adjustments to the SCT amounts for equity awards reported for the PEO and the Non-PEO NEOs:

	2025
Adjustments to Determine Compensation “Actually Paid” (CAP)	PEO		Non-PEO NEOs
	($)		($)
SUMMARY COMPENSATION TABLE (SCT) TOTAL COMPENSATION	8,458,329		4,126,992
Deduction for Amounts Reported under the “Stock Awards” Column in the SCT	(3,879,938)		(1,743,203)
Deduction for Amounts Reported under the “Option Awards” Column in the SCT	(996,984)		(476,715)
Fair value as of the end of the covered fiscal year of equity compensation granted during the covered fiscal year	1,942,756		816,989
Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of covered fiscal year	(365,288)		(247,882)
Fair value as of the end of the covered fiscal year of equity compensation that was granted and that vested during the covered fiscal year	—		—
Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year	(86,851)		(60,844)
Fair value of forfeited awards determined at end of prior year for awards made in prior fiscal years that were forfeited during covered fiscal year	—		—
Value of dividends or other earnings paid on stock awards not otherwise reflected in fair value or total compensation	—		—
TOTAL ADJUSTMENTS	(3,386,305)		(1,711,656)
COMPENSATION “ACTUALLY PAID” (CAP)	5,072,024		2,415,337

Share option fair values are calculated using a Monte-Carlo simulation model for the TSR-based portion of the award and, Adjusted EPS

performance together with a Black-Scholes option pricing model for the EPS portion of the award as of the applicable grant date or

measurement date. Performance shares/rights fair values are calculated using a Monte-Carlo simulation model for the TSR-based portion

of the award and, Adjusted EPS performance together with the closing price of our common stock for the EPS-portion of the award as of

the applicable grant date or measurement date. Restricted share unit fair values are calculated using the closing price of our common

stock as of the applicable grant date or measurement date. In all cases, we used fair value methodologies and assumptions materially

consistent with the methodologies used as of the grant date and to account for share-based payments in our financial statements under

GAAP.

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(3)The cumulative TSR for the Company is calculated by dividing the sum of the cumulative amount of dividends for the measurement

period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the

measurement period by the Company’s share price at the beginning of the measurement period. Each of these yearly percentage

changes was applied to a deemed fixed investment of $100 at the beginning of the measurement period to produce the value of such

investment as of each fiscal year end.

(4)The cumulative Peer Group TSR utilizes the S&P 500 Materials Index (the “Peer Group”), which we also utilize in the stock performance

graph required by Item 201(e) of Regulation S-K included in our annual report for the fiscal year ended June 30, 2025. We selected this

index as our Peer Group because (i) the Company is a constituent and (ii) it meets all disclosure requirements. For each fiscal year, our

Peer Group TSR was calculated based on a deemed fixed investment of $100 through the measurement period, assuming dividend

reinvestment for the peer group, weighted according to the respective companies’ stock market capitalization at the beginning of the

measurement period.

(5)Dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable fiscal year.

(6)Adjusted EPS is a non-GAAP financial measure defined by the Company as set forth in the “Definitions of Non-GAAP Financial

Measures” section of this proxy statement.

Relationship Between Compensation Actually Paid and Performance

In accordance with the Securities and Exchange Commission rules, the following section is intended to describe the

relationship between Compensation Actually Paid and the Company’s performance over the fiscal years presented:

•Our cumulative TSR performance was positive in each of the fiscal years presented and increased year over year from 2020

to 2022, it decreased in 2023, it increased in 2024 and then decreased in 2025. This cumulative TSR performance

correlates with the CAP amounts reported in this table. While our TSR performance over the years presented is positive, it’s

been outperformed by the Peer Group in each of the fiscal years presented. Amcor is a constituent of this Peer Group but

performance of this group is largely influenced by companies in the chemical and mining industries and as such not directly

comparable to the Company’s performance.

•Our Net Income performance varied in each of the fiscal years presented, it decreased from 2021 to 2022, increased from

2022 to 2023, decreased from 2023 to 2024 and 2024 to 2025. This Net Income performance was not correlated with the

reported CAP amounts reported in this table and the Company does not use net income to determine compensation levels

or incentive plan payouts.

•Our Adjusted EPS increased from 2021 to 2022, decreased from 2022 to 2023, from 2023 to 2024 and then increased from

2024 to 2025. While this is aligned with the CAP amounts reported in this table for most years, it is not the primary driver of

the year to year changes.

Most Important Financial Performance Measures 

As described in detail in the “Executive Compensation Discussion and Analysis” section, our executive compensation

programs are designed to ensure alignment between executive pay, business performance and shareholders. For the last

fiscal year, the most important financial performance measures used to link Compensation Actually Paid to our PEO and Non-

PEO NEOs (as calculated in accordance with Item 402(v) of Regulation S-K) to Company performance are listed below in no

specific ranked order:

Adjusted Earnings Per Share (EPS)

Adjusted Earnings Before Interest and Taxes (EBIT)

Adjusted Free Cash Flow

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Definitions of Non-GAAP

Financial Measures

We report our financial results in accordance with accounting principles generally accepted in the United States of America

(GAAP) and also communicate with investors using certain non-GAAP financial measures that are intended to supplement the

presentation of our financial results prepared in accordance with GAAP. Below is a list of non-GAAP measures used in this

proxy statement and a description of how these can be derived from our audited financial statements. 

•Adjusted Earnings Before Interest and Taxes (EBIT) and Adjusted Earnings Per Share (EPS; Diluted US Cents)

are non-GAAP financial measures adjusted for factors that are unusual or unpredictable. These measures exclude the

impact of certain amounts related to the effect of changes in currency exchange rates, acquisitions, and restructuring,

including employee-related costs, equipment relocation costs, accelerated depreciation, and the write-down of equipment.

These measures also exclude gains or losses on sales of significant property and divestitures, significant property and

other impairments, net of insurance recovery, certain regulatory and litigation matters, significant pension settlements,

impairments in goodwill and equity method investments, and certain acquisition-related expenses, including financing-

related, transaction and integration expenses, due diligence expenses, professional and legal fees, purchase accounting

adjustments for inventory, order backlog, intangible amortization, changes in the fair value of contingent acquisition

payments and economic hedging instruments on commercial paper, CEO transition costs, and impacts related to the

Russia-Ukraine conflict.

•Adjusted Free Cash Flow is a non-GAAP financial measure adjusted for factors that are unusual or unpredictable. This

measure is derived from Adjusted EBIT (as defined above) plus depreciation and amortization, excluding intangible

amortization resulting from purchase price accounting adjustments, less interest paid, net, income taxes paid, proceeds

from sales of property, plant, and equipment and other intangible assets, purchase of property, plant, and equipment and

other intangible assets, and movement in working capital, and other cash effects.

•Return on Average Funds Employed (RoAFE) is a non-GAAP financial measure defined by the Company as the last

twelve months of Adjusted EBIT (as defined above) divided by Average Funds Employed (four quarter average). Average

Funds Employed is defined by the Company as shareholder’s equity derived from Amcor’s Consolidated Balance Sheets

plus Net Debt. Net debt is a non-GAAP financial measure defined by the Company as total long-term and short-term debt

less cash and cash equivalents.

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Report of the Audit Committee

The Company’s Audit Committee is composed of independent non-employee Directors as defined by applicable SEC rules and

NYSE listing standards. It is responsible for monitoring and overseeing the Company’s financial reporting and the Company’s

internal controls over accounting and financial reporting. The Committee is also specifically responsible for reviewing and

approving the external audit plan and the fees for non-audit services, and for reviewing and recommending to the Board the

external audit fees, for the current fiscal year. In performing its oversight function, the Committee relies upon advice and

information received in written form and in its quarterly discussions with the Company’s management, the head of the

Company’s internal audit function and the Company’s independent registered public accounting firm, PricewaterhouseCoopers

AG (PwC). The Audit Committee regularly meets in executive session with the head of internal audit and PwC.

Specifically, the Committee has: (i) reviewed and discussed the Company’s audited financial statements for the fiscal year

ended June 30, 2025 with the Company’s management; (ii) discussed with PwC the matters required to be discussed by the

applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC; and (iii) received the

written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding PwC’s

communications with the Committee concerning independence, and has discussed with PwC its independence. 

Based on the Committee’s review and discussions mentioned above, the Committee recommended to the Board of Directors

that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June

30, 2025.

The Audit Committee:

Susan Carter (Chair)

Stephen E. Sterrett

Graham Chipchase CBE

Jonathan F. Foster

Independent Registered Public Accountant Fees

The following table presents aggregate fees for professional audit services rendered by PwC for the audit of the Company’s

annual financial statements for the fiscal years ended June 30, 2025 and 2024, and fees billed for other services rendered by

PwC during those periods.

		2025 ($)		2024 ($)
Audit Fees(1)		$16,874,000		$13,307,000
Audit-Related Fees(2)		83,000		102,000
Tax Fees(3)		1,762,000		411,000
Other Fees(4)		44,000		2,000
TOTAL FEES		18,763,000		13,822,000

(1)Audit Fees – These are fees for professional services performed by PwC for the integrated audits of the Company’s annual financial

statements (Form 10-K) and reviews of financial statements included in the Company’s Form 10-Q filings, services that are normally

provided in connection with statutory and regulatory filings or engagements and fees in connection with a legal entity restructuring project.

(2)Audit-Related Fees – These are fees for the assurance and related services performed by PwC that are reasonably related to the

performance of the audit or review of the Company’s financial statements.

(3)Tax Fees – These are fees for professional services performed by PwC with respect to tax compliance, tax advice and tax planning,

including transfer pricing documentation.

(4)Other Fees – These are fees paid to PwC for other regulatory services provided.

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The Audit Committee has approved a pre-approval protocol for all non-audit services provided by PwC. This protocol is

reviewed and approved annually. On an annual basis, based on prior year fees, management prepares a framework including

a pre-approved bucket of fees for audit related services, tax services and other non-audit services which are then approved by

the Audit Committee. Actual services are approved by the Chief Financial Officer, Vice President & Corporate Controller / Vice

President Group Internal Audit (non-audit services) or Chief Financial Officer / Vice President Tax / Vice President Group

Internal Audit (tax services). Group Internal Audit then monitors whether the services / fees fit within the approved framework

and pre-approved bucket of fees. If the sum of services is expected to exceed the pre-approved bucket of fees, the Audit

Committee is requested to approve the additional services prior to approval of these services by management.  On a quarterly

basis, management reports the actual approved services to the Audit Committee. The Audit Committee is then requested to

review and ratify the Permitted Non-Audit Services Engagements process on an annual basis. Such services were approved in

August 2025 and approval will remain in place until the next annual approval date at the August 2026 Audit Committee

meeting.

In making its recommendation to appoint PwC as the Company’s independent registered public accounting firm, the Audit

Committee has considered whether the provision of the non-audit services rendered by PwC is compatible with maintaining

that firm’s independence.

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Proposal 2 Ratification of the Appointment

of PricewaterhouseCoopers AG as

Our Independent Registered Public

Accounting Firm for Fiscal Year 2026

A further purpose of the meeting is to vote on the ratification of the appointment of the independent registered public

accounting firm for the fiscal year ending June 30, 2026. Although ratification is not required by law, the Board has determined

that it is desirable to seek shareholder ratification of this appointment in light of the critical role played by the independent

registered public accounting firm in auditing the Company’s financial statements. Therefore, the Audit Committee of the Board

of Directors recommends shareholder ratification of the appointment of PwC. If the shareholders do not ratify this appointment,

the Audit Committee may consider other independent auditors. A representative of PwC will be present at the meeting, with the

opportunity to make a statement if they desire and to respond to questions.

The proxies will vote your proxy for ratification of the appointment of PwC unless you specify otherwise in your proxy.

The Audit Committee and the Board of Directors recommend a vote “FOR” ratification of the appointment of PricewaterhouseCoopers AG for the fiscal year ending June 30, 2026.

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Proposal 3 Advisory Vote on Executive

Compensation (“Say-On-Pay Vote”)

We are providing our shareholders an opportunity to cast a non-binding, advisory vote on the compensation of our NEOs as

disclosed in this proxy statement and as required under Section 14A of the Exchange Act (which was put in place by the Dodd-

Frank Act).

As described in detail under the heading “Executive Compensation Discussion and Analysis,” our executive compensation

programs are designed to align compensation to business strategy and outcomes that deliver value to shareholders; drive a

high performance culture by setting challenging objectives and rewarding high-performing individuals; and assure

compensation is competitive in the relevant employment marketplace to support the attraction, motivation and retention of

executive talent. Please read the “Executive Compensation Discussion and Analysis” in this proxy statement for additional

details about our executive compensation programs, including information about the fiscal year 2025 compensation of our

NEOs. 

We are asking our shareholders to indicate their support for our NEO compensation as described in this proxy statement. This

proposal, commonly known as a “Say-on-Pay” proposal, gives our shareholders the opportunity to express their views on our

NEOs’ compensation. This vote is not intended to address any specific type of compensation, but rather the overall

compensation of our NEOs and policies and practices described in this proxy statement. Accordingly, our Board of Directors

recommends that our shareholders vote “FOR” the following resolution:

“RESOLVED, that Amcor’s shareholders approve, on an advisory basis, the compensation of the NEOs as disclosed

in Amcor’s Proxy Statement for the 2025 Annual General Meeting of Shareholders, including the Compensation

Discussion and Analysis, the 2025 Summary Compensation Table and the other related tables and disclosure.”

The Say-on-Pay Vote is advisory, and therefore not binding on Amcor, the Compensation Committee or our Board of Directors.

However, we value shareholders’ opinions, and we will consider the outcome of the Say-on-Pay Vote when determining future

executive compensation programs.

The Board of Directors recommends a vote “FOR” the approval of the Compensation of our NEOs.

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Proposal 4 Advisory Vote on the Frequency

of Casting an Advisory Vote on Executive

Compensation (“Frequency Vote”)

We are providing our shareholders an opportunity to indicate how frequently we should seek an advisory vote on the

compensation of our NEOs, such as Proposal 3 of this proxy statement, as required under Section 14A of the Exchange Act

(which was put in place by the Dodd-Frank Act). By voting on this Proposal 4, shareholders may indicate whether they would

prefer an advisory vote on NEO compensation once every one, two, or three years. The Frequency Vote is advisory, and

therefore not binding on the Company, the Compensation Committee, or the Board of Directors. However, the Board of

Directors is committed to excellence in governance and is aware of the significant interest in executive compensation matters

by investors and the general public.

The Board of Directors has concluded that an advisory vote once every year affords our shareholders a regular forum for

providing advisory input on our executive compensation, it best represents the preferences of many of our shareholders and

this standard is consistent with most public companies.

Please cast your vote on your preferred voting frequency by choosing the option of one year, two years, three years, or abstain

from voting.

The option of one year, two years, or three years that receives the highest number of votes cast by shareholders will be the

frequency for the advisory vote on executive compensation that has been selected by shareholders. This vote is advisory and

non-binding on Amcor, and the Board may determine that it is in the best interests of the shareholders and Amcor to hold an

advisory vote on executive compensation more or less frequently than the option receiving the most shareholder votes. We

value our shareholders’ opinions and will consider the outcome of the Frequency Vote when determining how often to hold a

Say-On-Pay vote.

The Board of Directors recommends a vote for every “1 YEAR” as the frequency with which shareholders are provided an advisory vote on executive compensation.

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Proposal 5 Approval of the Amendment to the

Amcor plc Memorandum of Association to

Effect a Reverse Stock Split

The Board recommends that the Company’s shareholders authorize the Board to adopt an amendment to the Amcor plc

memorandum of association (the “Memorandum,” with such amended Memorandum being the "Amended Memorandum") to

effect a reverse stock split of the issued and unissued ordinary shares of the Company as traded on the NYSE (the “Ordinary

Shares”) (including Ordinary Shares held by the Company in treasury) by a ratio of 1-for-5, resulting in a corresponding

reduction in the Company's issued and unissued Ordinary Shares and also a corresponding increase in par value from $0.01

to $0.05, with the total nominal value of the Company's share capital remaining unchanged (the “Reverse Stock Split,” and

such proposal the “Reverse Stock Split Proposal”). The Reverse Stock Split Proposal will also include a reduction in the

authorized and unissued preferred shares of the Company by a ratio of 1-for-5 and a corresponding increase in the preferred

share par value from $0.01 to $0.05 for consistency with the changes to the Ordinary Shares; there are no preferred shares

issued and outstanding. The Board may determine, in its sole discretion, when to implement the Reverse Stock Split, provided

that such amendment is implemented within one year after the conclusion of the Annual Meeting (if the Reverse Stock Split is

approved by the requisite vote of the Company’s shareholders at the Annual Meeting).

CHESS Depositary Instruments ("CDIs”) are traded on the Australian Securities Exchange (“ASX”). Each CDI represents an

interest in one Ordinary Share. CDIs are a type of depositary receipt that provide the holder with ultimate beneficial ownership

of the underlying ordinary shares of Amcor. If the Reverse Stock Split is implemented, then the CDIs will also be consolidated

on a 1-for-5 basis such that one CDI continues to represent an interest in one post-Reverse Stock Split Ordinary Share.

As a result of the Merger, the number of outstanding Ordinary Shares issued by Amcor increased from approximately 1.45

billion to approximately 2.30 billion, and has become more out of proportion with peer companies of a similar size in the United

States. The purpose of the Reverse Stock Split is to reduce the number of our outstanding Ordinary Shares to a number that is

more typical for a company with Amcor’s market capitalization, and also to increase the per share trading price of our Ordinary

Shares to a level that is more typical for a company with Amcor’s market capitalization.

Pursuant to the Companies (Jersey) Law 1991, as amended (the “Companies Law”), every company incorporated in Jersey

must have a memorandum of association and articles of association. The Memorandum confirms certain factual information

about the Company, including its name, that it is a public company limited by shares and its authorized share capital. At

present, paragraph 6 of the Memorandum confirms that the authorized share capital of the Company is US$100,000,000

divided into 9,000,000,000 ordinary shares of US$0.01 each and 1,000,000,000 preferred shares of US$0.01 each. If the

Reverse Stock Split is implemented, then paragraph 6 of the Memorandum is proposed to be amended as follows: 'the share

capital of the Company is US$100,000,000 divided into 1,800,000,000 ordinary shares of US$0.05 each and 200,000,000

preferred shares of US$0.05 each'.

The Reverse Stock Split will not have an impact on the Amcor plc articles of association.

The Reverse Stock Split will only be effected after the Board (or a duly authorized committee of the Board) authorizes the filing

of the Amended Memorandum on behalf of the Company with the Registrar of Companies in Jersey in accordance with the

Companies Law to effectuate the Reverse Stock Split and upon the filing and effectiveness of the Amended Memorandum (the

“Reverse Stock Split Effective Time”). The implementation of the Reverse Stock Split does not have an effect on the actual or

intrinsic value of the Company’s business or a shareholder’s proportional ownership in the Company (subject to the treatment

of fractional shares).

The Board believes that effecting the Reverse Stock Split should, among other things, increase the per share price of the

Ordinary Shares (and CDIs) while reducing the number of Ordinary Shares issued, making the price of the Ordinary Shares,

the number of outstanding Ordinary Shares and Amcor’s per share metrics closer to and more comparable with Amcor’s peer

companies in the United States. As a result, the Board believes that the Reverse Stock Split should make an investment in

Amcor more attractive to a broader group of institutional and retail investors, particularly in the United States.

The Board of Directors recommends a vote “FOR” the approval of the amendment to the Memorandum to effect the Reverse Stock Split.

Reasons For the Reverse Stock Split Proposal

As a result of the Merger, the number of outstanding Ordinary Shares issued by Amcor increased from approximately 1.45

billion to approximately 2.30 billion, and has become more out of proportion with peer companies of a similar size in the United

States. The Board believes that effecting the Reverse Stock Split will reduce the number of outstanding Ordinary Shares to a

number that is more typical for a company with Amcor’s market capitalization, and should, among other things, increase the

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per share price of the Ordinary Shares (and CDIs), making the price of the Ordinary Shares, the number of outstanding

Ordinary Shares and Amcor’s per share metrics closer to and more comparable with Amcor’s peer companies in the United

States. As a result, the Board believes that the Reverse Stock Split should make an investment in Amcor more attractive to a

broader group of institutional and retail investors, particularly in the United States.

Increase the Per Share Price of our Ordinary Shares (and CDIs)

The Reverse Stock Split would increase the per share price of the Ordinary Shares (and CDIs). In determining to seek

authorization for the Reverse Stock Split Proposal, the Board considered that, by combining five pre-split shares into one

Ordinary Share (or CDI, as the case may be), the market price of a post-split share (or CDI) should theoretically increase by

five (5) times the market price of a pre-split share (or CDI). For example, if an Ordinary Share was trading on the NYSE at

$10.00 before the Reverse Stock Split, then that share is expected to trade closer to $50.00 immediately after the

implementation of Reverse Stock Split.

Make the Number of, and Metrics Associated with, Outstanding Ordinary Shares More Comparable with US Peer

Companies 

The Reverse Stock Split would reduce the number of outstanding Ordinary Shares (and CDIs) to a number that is more typical

for a company with Amcor’s market capitalization in the United States and increase the per share trading price of our Ordinary

Shares to levels more typical for a company with Amcor’s market capitalization in the United States. Following the Merger,

Amcor had approximately 2.3 billion Ordinary Shares outstanding as of June 30, 2025. Based on our research of companies in

the S&P 500 with a market capitalization of less than $50 billion as of June 30, 2025, Amcor was one of only four companies

with more than 2 billion shares outstanding. The Reverse Stock Split, if implemented, would reduce the number of Ordinary

Shares outstanding to approximately 460 million shares; 62% of companies in the S&P 500 have 460 million shares or less

outstanding. As a result, the Reverse Stock Split would also allow our key per share measures, including Earnings per

Ordinary Share and Dividends per Ordinary Share, to align more closely to the metrics reported by many US peer companies.

Potentially Make the Price of the Ordinary Shares (and CDIs) More Attractive to a Broader Group of Institutional and

Retail Investors

The Board believes that an increased market price of the Ordinary Shares (and CDIs) expected because of implementing the

Reverse Stock Split could improve the marketability of the Ordinary Shares (and CDIs), encourage interest and trading in the

Ordinary Shares (and CDIs) and mitigate the negative effects of certain practices and policies associated with lower-priced

shares:

•Share Price Policies and Practices: Many institutional investors in the United States have policies or practices

prohibiting or discouraging them from holding lower-priced stocks in their portfolios, which reduces the number of

potential purchasers of the Ordinary Shares (and, potentially, CDIs). Many brokerage firms in the United States have

policies and practices in effect that discourage individual brokers from covering or recommending lower-priced

securities to their clients.

•Share Price Volatility: Some investors, particularly long-term investors in the United States, associate lower price

stocks with having greater trading swings and general volatility.

•Transaction Costs: Both institutional and retail investors may be dissuaded from purchasing stocks trading below

certain prices because brokers’ commissions, as a percentage of the total transaction value, can be higher for lower-

priced stocks if there are commissions charged on a per share basis.

We believe that the Reverse Stock Split, if implemented, could increase analyst, broker and investor interest in the Ordinary

Shares (and CDIs) by avoiding these policies and practices. We also believe that the Reverse Stock Split may make the

Ordinary Shares (and CDIs) a more attractive and cost-effective investment for many investors, which could enhance the

liquidity of the Ordinary Shares (and CDIs) for our shareholders. These increases in visibility and liquidity could also help

facilitate future financings and give management more flexibility to focus on executing the Company’s business strategy.

Accordingly, for these and other reasons discussed herein, the Board believes that being able to effect the Reverse Stock Split

is in the best interests of the Company and its shareholders.

Certain Risks Associated with the Reverse Stock Split

There can be no assurance that the Reverse Stock Split, if completed, will result in the intended benefits described above,

including:

The proposed Reverse Stock Split may not increase the market price of Ordinary Shares (or CDIs).

The effect of the Reverse Stock Split on the market price of the Ordinary Shares and CDIs cannot be predicted with any

certainty, and the history of reverse stock splits for other companies is varied, particularly since some investors may view a

reverse stock split negatively. We cannot assure you that the proposed Reverse Stock Split will increase the market price of

the Ordinary Shares or CDIs in line with the Reverse Stock Split ratio, and the Reverse Stock Split may not result in a per

share price that would attract investors who do not trade in lower-priced stocks. In addition, although we believe that the

Reverse Stock Split may enhance the marketability of the Ordinary Shares and CDIs to certain potential investors, we cannot

assure you that, if implemented, the Ordinary Shares or CDIs will be more attractive to investors, particularly in Australia where

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the implied share price may be higher than many of Amcor’s Australian peers. Even if we implement the Reverse Stock Split,

the market price of the Ordinary Shares or CDIs may decrease due to factors unrelated to the Reverse Stock Split, including

our future performance.

The implementation of the Reverse Stock Split does not have an effect on the actual or intrinsic value of the Company’s

business or a shareholder’s proportional ownership in the Company (subject to the treatment of fractional shares). However,

should the overall value of Ordinary Shares (and CDIs) decline after the proposed Reverse Stock Split, then the actual or

intrinsic value of the Ordinary Shares or CDIs held by a holder will also proportionately decrease as a result of the overall

decline in value.

The proposed Reverse Stock Split may decrease the liquidity of Ordinary Shares (and CDIs).

The liquidity of the Ordinary Shares or CDIs may be negatively impacted by the Reverse Stock Split, given the reduced

number of shares after the Reverse Stock Split, particularly if the market price does not increase proportionately as a result of

the Reverse Stock Split.

The proposed Reverse Stock Split may increase “odd lots”.

If the Reverse Stock Split is implemented, then it may increase the number of shareholders owning “odd lots” of less than 100

Ordinary Shares. Odd lot shares may be more difficult to sell (relative to “round lot” shareholdings of even multiples of 100

shares), and brokerage commissions and other costs of transactions in odd lots may be somewhat higher than the costs of

transactions in “round lots.” Accordingly, the Reverse Stock Split may not achieve the desired results of increasing

marketability of the Ordinary Shares for all shareholders.

The Board considered the foregoing factors and determined that seeking shareholder approval for the Reverse Stock Split

Proposal is in the best interests of the Company and the shareholders.

If the Reverse Stock Split Proposal is Not Approved by Shareholders

If the Reverse Stock Split Proposal is not approved at the Annual Meeting, then the Memorandum will not be amended to

effect the Reverse Stock Split.

If the Reverse Stock Split Proposal is Approved by Shareholders

If the Reverse Stock Split Proposal is approved, and once the Board implements the Reverse Stock Split by filing the

Amended Memorandum with the Registrar of Companies in Jersey, then the number of issued Ordinary Shares and CDIs will

be reduced by a ratio of 1-for-5 and the number of unissued Ordinary Shares and CDIs will be proportionately decreased, and

the par value of our Ordinary Shares will proportionately increase from $0.01 to $0.05.

Effects on the Ordinary Shares and CDIs

If the Reverse Stock Split Proposal is approved, five existing Ordinary Shares or CDIs would be combined into one new

Ordinary Share or CDI, as applicable.

Based on the record date shares issued and outstanding as of the close of business on September 8, 2025, of which

1,612,921,642 were in the form of Ordinary Shares as traded on the NYSE and 695,438,299 were in the form of CDIs as

traded on the ASX, immediately following the Reverse Stock Split, the Company would have approximately 322,584,328

Ordinary Shares and 139,087,659 CDIs issued and outstanding (without giving effect to the impact of fractional shares). There

are no preferred shares issued and outstanding.

The Reverse Stock Split Proposal would be effected simultaneously, and the exchange ratio would be the same, for all

Ordinary Shares and all CDIs. The Reverse Stock Split would affect all holders of Ordinary Shares and all holders of CDIs

uniformly and would not affect any shareholder’s percentage ownership interest in the Company (other than as a result of the

treatment of fractional shares). Proportionate voting rights and other rights of the holders of Ordinary Shares and holders of

CDIs will not be affected by the Reverse Stock Split, other than as a result of the treatment of fractional shares. Ordinary

Shares (and CDIs) issued pursuant to the Reverse Stock Split would remain fully paid and non-assessable.

Treatment of Fractional Shares

We will not issue any fractional Ordinary Shares or CDIs (i.e., less than one full Ordinary Share or CDI) as a result of the

Reverse Stock Split. Instead, prior to effecting the Reverse Stock Split, we will make a cash payment in lieu of fractional

Ordinary Shares or CDIs to any holder who would have been entitled to receive a fractional share as a result of the Reverse

Stock Split, at a price equal to the fraction of a share to which such shareholder would otherwise be entitled, multiplied by the

closing price of a Ordinary Share as reported on the NYSE or the closing price of a CDI as reported on the ASX on the trading

day prior to the day on which the Reverse Stock Split occurs (or such other trading day as the Board shall determine in its sole

discretion).

For example, if the closing price of an Ordinary Share as reported on the NYSE on the trading day prior to the day on which

the Reverse Stock Split occurs is $10.00, and a shareholder held 13 Ordinary Shares prior to the Reverse Stock Split, then

such shareholder would receive 2 Ordinary Shares and $30.00 (in lieu of the 3/5th of a fractional share) as a result of the 1-5

Reverse Stock Split.

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Effect on the Preferred Shares

The Reverse Stock Split Proposal, if implemented, would adjust the total number of authorized and unissued shares of our

preferred shares and the par value of our preferred shares such that the authorized share capital of the Company will,

following the Reverse Stock Split Effective Time, include 200,000,000 preferred shares of US$0.05 each. There are no

preferred shares issued and outstanding. The contemplated adjustment to the authorized number of shares and the par value

of the preferred shares is in proportion to the corresponding adjustments to the Ordinary Shares.

Effect on Equity Compensation Arrangements

If the Reverse Stock Split Proposal is approved by our shareholders, as of the Reverse Stock Split Effective Time, then the per

share exercise price of any outstanding stock options would be increased proportionately, and the number of shares issuable

under outstanding stock options, restricted stock and restricted stock units, performance shares and performance share units

and all other outstanding equity-based awards would be adjusted proportionately. The number of Ordinary Shares authorized

for future issuance under our existing equity plans would be proportionately reduced and other similar adjustments would be

made under our equity plans to reflect the Reverse Stock Split. In addition, any performance targets to which any stock

options, performance-based shares, performance-based units or other equity-based awards are subject would be

proportionally adjusted.

Effect on Market Capitalization

The Reverse Stock Split will not itself directly affect our overall market capitalization such that our market capitalization

immediately before the Reverse Stock Split will be the same as immediately after the Reverse Stock Split. However, if the

market price of an Ordinary Share increases or declines following the Reverse Stock Split, then we will have a higher or lower

market capitalization depending on that market price.

Effect on Exchange Act Reporting and CUSIP

After the Reverse Stock Split Effective Time: (i) Amcor would continue to be subject to periodic reporting and other

requirements of the Securities and Exchange Act of 1934, as amended; (ii) the Ordinary Shares would continue to be listed on

the NYSE under the symbol “AMCR”; (iii) the post-Reverse Stock Split Ordinary Shares would have a new CUSIP number (this

is a number used to identify our equity securities); and (iv) CDIs would continue to be traded on the ASX under the symbol

"AMC."

Reverse Stock Split Effective Time

The Reverse Stock Split Proposal, if approved by shareholders, would become effective upon the date determined by the

Board (or a duly authorized committee of the Board), which must be within one year after the conclusion of the Annual

Meeting, and upon the filing of the Amended Memorandum with the Registrar of Companies in Jersey.

At the Reverse Stock Split Effective Time, except as to fractional shares, the Reverse Stock Split will combine, automatically

and without any action on the part of us or our shareholders, five (5) Ordinary Shares or CDIs issued (including Ordinary

Shares or CDIs held by the Company in treasury) immediately prior thereto into one (1) Ordinary Share or CDI, as the case

may be, and the unissued Ordinary Shares will also reduce in proportion to the reduction of the issued Ordinary Shares.

Reservation of Right to Abandon the Reverse Stock Split

The Board reserves the right to elect not to proceed with the Reverse Stock Split if it determines, in its sole discretion, that it

would not be in the best interests of the Company or its shareholders. The Board may make such a determination for any

reason.

No Appraisal Rights

Our shareholders are not entitled to appraisal rights in connection with the Reverse Stock Split.

Interests of Directors and Executive Officers

Although certain of our officers and directors have an interest in the Reverse Stock Split Proposal as a result of their ownership

of Ordinary Shares and CDIs, we do not believe that our officers or directors have interests in the Reverse Stock Split

Proposal that conflict with, are different than or greater than those of any of our other shareholders.

Material U.S. Federal Income Tax Consequences

The following discussion is a summary of the material U.S. federal income tax consequences to U.S. Holders (as defined

below) of the Reverse Stock Split but does not purport to be a complete analysis of all potential tax effects. The effects of other

U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or foreign tax laws are not discussed.

This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations

promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the IRS, in each case

in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or

differing interpretation may be applied retroactively in a manner that could adversely affect a U.S. Holder. We have not sought

and do not currently intend to seek an opinion of counsel or any rulings from the IRS regarding the matters discussed below.

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There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax

consequences of the Reverse Stock Split.

This discussion is limited to U.S. Holders that hold our Ordinary Shares as a “capital asset” within the meaning of Section 1221

of the Code (generally, property held for investment). For purposes of this discussion, a “U.S. Holder” is a beneficial owner of

our Ordinary Shares that for U.S. federal income tax purposes is, or is treated as:

•an individual who is a citizen or resident of the United States;

•a corporation created or organized under the laws of the United States, any state thereof or the District of Columbia;

•an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

•a trust that (i) is subject to the primary supervision of a U.S. court and the control of one or more United States

persons (within the meaning of Section 7701(a)(30) of the Code) or (ii) has a valid election in effect to be treated as a

United States person for U.S. federal income tax purposes.

This discussion does not address all U.S. federal income tax consequences relevant to a U.S. Holder’s particular

circumstances, including the impact of the alternative minimum tax, the Medicare contribution tax on net investment income or

any item of gross income with respect to our Ordinary Shares being taken into account in an “applicable financial

statement” (as defined in the Code). In addition, it does not address consequences relevant to non-U.S. Holders subject to

special rules, including, without limitation: (i) persons that may be subject to special treatment under U.S. federal income tax

law, such as banks, insurance companies, thrift institutions, regulated investment companies, mutual funds, retirement plans,

real estate investment trusts, tax-exempt organizations, U.S. expatriates, persons subject to the alternative minimum tax,

traders in securities that elect to mark to market and dealers in securities or currencies, (ii) persons that hold our Ordinary

Shares as part of a position in a “straddle” or as part of a “hedging,” “conversion,” or other integrated investment transaction for

federal income tax purposes, (iii) persons that do not hold our Ordinary Shares as “capital assets” (generally, property held for

investment), (iv) foreign entities and nonresident alien individuals, or (v) investors in pass-through entities and the applicable

pass-through entity, including a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax

purposes and Subchapter S corporations.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. INVESTORS SHOULD

CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS

TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT

ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR

NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

The Reverse Stock Split is intended to qualify as a “recapitalization” for U.S. federal income tax purposes pursuant to Section

368(a)(1)(E) of the Code, and the remainder of this discussion assumes that the Reverse Stock Split so qualifies.  The

following tax consequences should apply with respect to a U.S. Holder:

•No Gain or Loss: U.S. Holders generally should not recognize gain or loss from the Reverse Stock Split, except for

cash received instead of fractional Ordinary Shares.

•Tax Basis: The total tax basis of the new Ordinary Shares should equal the basis of the surrendered Ordinary Shares,

minus any portion allocated to fractional Ordinary Shares.

•Holding Period: The holding period for the new Ordinary Shares should include the holding period of the old Ordinary

Shares.

•Special Rules: The Treasury Regulations provide detailed rules for allocating the tax basis and holding period of

Ordinary Shares surrendered in a recapitalization to shares received in the recapitalization. U.S. Holders of Ordinary

Shares acquired on different dates and at different prices should consult their tax advisors regarding the allocation of

the tax basis and holding period of such Ordinary Shares.

•Fractional Shares: The receipt of cash in lieu of a fractional share of Ordinary Shares should result in gain or loss in

an amount equal to the difference between the amount of cash received and the U.S. Holder’s tax basis in the

fractional shares surrendered, which gain or loss should be long-term capital gain or loss if the holding period for the

fractional share surrender exceeds one year at the time of the Reverse Stock Split. The deductibility of capital losses

is subject to limitations.

A U.S. Holder may be subject to information reporting and backup withholding when such holder receives cash in lieu of a

fractional share of our Ordinary Shares pursuant to the Reverse Stock Split. Certain U.S. Holders are exempt from backup

withholding, including corporations and certain tax-exempt organizations. A U.S. Holder will be subject to backup withholding if

such holder is not otherwise exempt and:

•the holder fails to furnish the holder’s taxpayer identification number, which for an individual is ordinarily his or her

social security number;

•the furnishes an incorrect taxpayer identification number;

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•the applicable withholding agent is notified by the IRS that the holder previously failed to properly report payments of

interest or dividends; or

•the holder fails to certify under penalties of perjury that the holder has furnished a correct taxpayer identification

number and that the IRS has not notified the holder that the holder is subject to backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a

refund or a credit against a U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished

to the IRS. U.S. Holders should consult their tax advisors regarding their qualification for an exemption from backup

withholding and the procedures for obtaining such an exemption.

Material Australian Income Tax Consequences

The summary of the material Australian income tax implications of the Reverse Stock Split in this section are general in nature

and should not be relied upon as advice. The Australian income tax implications for each shareholder or CDI holder will

depend on the circumstances of the particular shareholder or CDI holder (as applicable). Accordingly, all Australian resident

shareholder and CDI holders (as applicable) are encouraged to seek their own professional advice in relation to their tax

position. Neither the Company nor any of its officers, employees or advisors assumes any liability or responsibility for advising

the Australian resident shareholders and CDI holders about the Australian income tax consequences for them of the Reverse

Stock Split.

Subject only to rounding, if any, there would be no change to the proportionate interests held by each shareholder or CDI

holder as a result of the Reverse Stock Split.

The summary below is limited to Australian resident shareholders or CDI holders who hold their Ordinary Shares or CDIs (as

applicable) on capital account and does not apply to a shareholder or CDI holder who:

•holds their Ordinary Shares or CDIs on revenue account or as trading stock;

•is subject to the taxation of financial arrangement rules in Division 230 of the Income Tax Assessment Act 1997; and

•acquired the Ordinary Shares or CDIs under an employee share, option or rights plan.

The summary below is based on Australian tax laws and regulations, interpretations of such laws and regulations and

administrative practice as at the date of this document.

For Australian resident shareholders and CDI holders who hold a number of Ordinary Shares (or CDIs) that is evenly divisible

by the split ratio determined by the Board for the Reverse Stock Split (that is, who would not be entitled to a cash payment in

lieu of the receipt of a fractional share), no capital gains tax (“CGT”) event occurs as a result of the Reverse Stock Split, and

the cost base and reduced cost base of the Ordinary Shares and CDIs following the Reverse Stock Split will be the sum of the

corresponding cost base and reduced cost base of their original securityholding. The date of acquisition of the securities

following the Reverse Stock Split will remain the same for the Australian resident shareholders and CDI holders.

For Australian resident shareholders and CDI holders who do not hold a number of Ordinary Shares (or CDIs) that is evenly

divisible by the split ratio determined by the Board for the Reverse Stock Split (that is, who would be entitled to a cash

payment in lieu of the receipt of a fractional share), CGT consequences may arise in respect of that cash payment and the

disposal of the securityholding that it relates to, being the Ordinary Shares or CDIs that are not evenly divisible by the split

ratio. Australian resident shareholders or CDI holders who are individuals, complying superannuation entities or trusts may be

entitled to reduce the amount of any capital gain made on the disposal of their Ordinary Shares or CDIs if, amongst other

things, they have held their Ordinary Shares or CDIs for at least 12 months before the disposal (this reduction is referred to as

the CGT discount). The CGT discount is applied only after any available capital losses have been applied to reduce the capital

gain and is not generally available to companies. The discount rate is 50% for individuals and trusts, or 33⅓% for complying

superannuation entities.

Otherwise, there should be no CGT consequences in respect of the securityholdings that are evenly divisible by the split ratio

determined by the Board for the Reverse Stock Split, and the cost base and reduced cost base of such Ordinary Shares and

CDIs following the Reverse Stock Split will be the sum of the corresponding cost base and reduced cost base of the

securityholdings to which the Reverse Stock Split applied and for which new Ordinary Shares or CDIs were issued.

Material UK Tax Consequences

The following comments are intended only as a general guide to the current tax position under UK taxation law and HMRC

published practice, both of which are subject to change (potentially with retrospective effect). They relate only to certain limited

aspects of the UK tax treatment of the Reverse Stock Split for shareholders and CDI holders who are and will be at the time of

implementation the absolute beneficial owners of Ordinary Shares or CDIs (as applicable) and who are resident and, in the

case of individuals, domiciled in, (and only in) the UK for UK tax purposes and who hold, and will hold, their shares or CDIs (as

applicable) in Amcor as an investment (and not as securities to be realized in the course of a trade). The following is not, and

is not intended to be, an exhaustive summary of the tax consequences of acquiring, holding and disposing of existing Ordinary

Shares (or existing CDIs) or new Ordinary Shares (or new CDIs) and it does not constitute advice.

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The comments may not apply to certain shareholders or CDI holders who are subject to special rules, such as (but not limited

to) dealers in securities, insurance companies and collective investment schemes, shareholders who are exempt from taxation

and shareholders who have (or are deemed to have) acquired their Ordinary Shares or CDIs (as applicable) by virtue of an

office or employment. If you are in any doubt as to your tax position or are subject to tax in any jurisdiction other than the UK,

you should consult, and rely upon the advice of, a duly authorized professional adviser.

THE INFORMATION PROVIDED BELOW IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX MATTERS THAT MAY

BE OF IMPORTANCE TO A PARTICULAR SHAREHOLDER OR CDI HOLDER. EACH SHAREHOLDER OR CDI HOLDER IS

URGED TO CONSULT THEIR OWN TAX ADVISER ABOUT THE TAX CONSEQUENCES TO THE SHAREHOLDER OR CDI

HOLDER OF THE REVERSE STOCK SPLIT, IN LIGHT OF SUCH SHAREHOLDER’S OR CDI HOLDER’S OWN

CIRCUMSTANCES.

The proposed Reverse Stock Split should constitute a reorganization of Amcor’s share capital for the purposes of the UK’s

taxation of capital gains and corporation tax on chargeable gains (“UK CGT”). For the purposes of UK CGT, to the extent that

you receive new Ordinary Shares or new CDIs (as applicable) pursuant to the Reverse Stock Split, you should not be treated

as making a disposal of any of your existing Ordinary Shares or CDIs (as applicable). Instead, the new Ordinary Shares or

new CDIs (as applicable) will together be treated, for the purposes of UK CGT, as the same asset as, and as having been

acquired at the same time and for the same aggregate cost as, the holding of existing Ordinary Shares or existing CDIs (as

applicable) from which they derive.

A subsequent disposal of new Ordinary Shares or new CDIs (as applicable) may, depending on individual circumstances

(including the availability of exemptions, reliefs and allowable losses), give rise to a liability to UK CGT. Any chargeable gain or

allowable loss on a disposal of the new Ordinary Shares or new CDIs (as applicable) should be calculated taking into account

a proportion of the allowable cost to the holder acquiring their Ordinary Shares or CDIs (as applicable) based on an

apportionment of the allowable expenditure for their Ordinary Shares or CDIs (as applicable) by reference to the market value

of the new Ordinary Shares or CDIs (as applicable) on the first day on which the new Ordinary Shares or new CDIs (as

applicable) are listed. It is expected that all of a shareholder’s or CDI holder’s allowable cost of acquiring the Ordinary Shares

or CDIs (as applicable) should be apportioned to their new Ordinary Shares or new CDIs (as applicable).

Subject to the following paragraph, to the extent a shareholder or CDI holder receives a cash payment in lieu of the issued

fractional shares or fractional CDIs (as applicable), and the amount of the cash payment is small in comparison with the value

of that shareholder’s Ordinary Shares or that CDI holder’s CDIs (as applicable) held at the time of the payment, that

shareholder or CDI holder will not normally be treated as having made a part disposal of the shareholder’s holding of Ordinary

Shares or the CDI holder’s holding of CDIs (as applicable). Instead, an amount equal to the amount of such cash received will

be deducted from the base cost in that shareholder’s new Ordinary Shares or that CDI holder’s new CDIs (as applicable).

Under current HMRC practice, any cash payment of £3,000 or less or (if greater) which is 5% or less of the market value of a

shareholder’s holding of shares or a CDI holder’s holding of CDIs immediately before the distribution will generally be treated

as small for these purposes.

However, if the cash payment exceeds the base cost in the shareholder’s new Ordinary Shares or the CDI holder’s new CDIs

(as applicable), or if the shareholder does not hold enough Ordinary Shares or a CDI holder does not hold enough CDIs (as

applicable) such that they are not entitled to receive a new Ordinary Share or a new CDI (as applicable), the shareholder or

CDI holder should be treated as disposing of part or all of their holding of Ordinary Shares or holding of CDIs (as applicable),

which may give rise to a liability to UK CGT.

No liability to UK stamp duty or stamp duty reserve tax should be incurred by a holder of Ordinary Shares or a holder of CDIs

as a result of the proposed Reverse Stock Split.

Material Jersey Tax Consequences

Certain Taxation Aspects

The following summary of the anticipated treatment of the Company and holders of Ordinary Shares (other than residents of

Jersey) is based on Jersey taxation law and practice as it is understood to apply at the date of this proxy statement and may

be subject to any changes in Jersey law occurring after such date. It does not constitute legal or tax advice and does not

address all aspects of Jersey tax law and practice (including such tax law and practice as it applies to any land or building

situate in Jersey). Accordingly, holders of Ordinary Shares should consult their own tax advisers regarding tax considerations

with respect to their investment in the Company.

Shareholders should note that tax law and interpretation can change and that, in particular, the levels and basis of, and reliefs

from, taxation may change and may alter the benefits of the investment in the Company.

Taxation of Non-Jersey Residents

Holders of Ordinary Shares (other than residents of Jersey) will not, as a result of the Reverse Stock Split, be subject to any

tax in Jersey in respect of the holding of such shares. Please see below under “Shareholders of a Jersey Company” in relation

to the status of Jersey resident holders of Ordinary Shares.

Shareholders of a Jersey Company

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Any shareholders of a Jersey company who are residents for tax purposes in Jersey will incur income tax on any dividends

paid on the shares held by them. Jersey does not otherwise levy taxes upon capital, inheritances, capital gains or gifts, nor are

there other estate duties. This position remains unaffected by virtue of the Reverse Stock Split.

Proposal

The Company is seeking shareholder approval to effect a reverse stock split of the Ordinary Shares and CDIs by a ratio of 1-

for-5, with such action to be effected at such time and date, as determined by the Board within one year after the conclusion of

the Annual Meeting, if the Reverse Stock Split is approved by the requisite vote of the Company’s shareholders at the Annual

Meeting.

Vote Required for Approval

Approval of the Reverse Stock Split must be passed by way of special resolution under the Companies Law and requires

approval by the holders of two-thirds of the voting rights represented at the meeting, in person or by proxy, and voting thereon.

The text of the special resolution in respect of the Reverse Stock Split is as follows:

“RESOLVED AS A SPECIAL RESOLUTION, that the Company alter its memorandum of association pursuant to a reverse

stock split of its ordinary shares by a ratio of 1-for-5 (the Reverse Stock Split) resulting in a change to the Company's issued

and unissued share capital and amending the authorized share capital from US$100,000,000 divided into 9,000,000,000

ordinary shares of US$0.01 each and 1,000,000,000 preferred shares of US$0.01 each to US$100,000,000 divided into

1,800,000,000 ordinary shares of US$0.05 each and 200,000,000 preferred shares of US$0.05 each and replacing the existing

paragraph 6 of the memorandum of association with the following new paragraph 6 (the New Memorandum): 'the share

capital of the Company is US$100,000,000 divided into 1,800,000,000 ordinary shares of US$0.05 each and 200,000,000

preferred shares of US$0.05 each' provided that, notwithstanding the passing of this special resolution, (i) the Board of

Directors of the Company may determine, in its sole discretion, when to implement the Reverse Stock Split, provided that it is

implemented within one year after the conclusion of the annual general meeting at which this special resolution is passed; (ii)

the Board of Directors of the Company reserves the right to elect not to proceed with the Reverse Stock Split if it determines,

in its sole discretion, that it would not be in the best interests of the Company or its shareholders; and (iii) the New

Memorandum is only effective when it has been filed by or on behalf of the Board of Directors with the Registry of the Jersey

Financial Services Commission."

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Important Information about the Proxy

Materials and Voting Your Shares

Why am I receiving these proxy materials?

The Company is soliciting your proxy in connection with the Annual General Meeting of Shareholders to be held on Thursday,

November 6, 2025. This proxy statement and the form of proxy or, in some cases, a Notice of Internet Availability, are being

mailed to shareholders commencing on or about September 23, 2025.

Why did I receive a Notice of Internet Availability of proxy materials?

Under the rules of the SEC, we are furnishing proxy materials to certain of our shareholders on the internet, rather than mailing

printed copies to those shareholders. This process reduces the environmental impact of our Annual Meeting of Shareholders,

expedites shareholders’ receipt of the proxy materials, and lowers our costs. If you received a Notice of Internet Availability of

Proxy Materials (the “Notice of Internet Availability” or “Notice”) by mail, you will not receive a printed copy of the proxy

materials unless you request one as instructed in that notice. Instead, the Notice of Internet Availability will instruct you as to

how you may access and review the proxy materials on the internet. If you received a Notice of Internet Availability by mail and

would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice of Internet

Availability.

How will my shares be voted by proxy?

The proxies will vote the shares represented by all properly executed proxies that we receive prior to the meeting that are not

revoked in accordance with your instructions. If you properly execute and submit your proxy, but do not indicate how you want

your shares voted, the Company proxy will vote your shares:

•“FOR” the eleven Director-nominees set forth herein;

•“FOR” the ratification of the appointment of PwC as our independent registered public accounting firm;

•“FOR” the non-binding, advisory vote approving our executive compensation;

•For every “1 YEAR” as the frequency with which shareholders are provided an advisory vote on executive compensation;

and

•“FOR” the approval of the Amendment to the Amcor plc Memorandum of Association to effect a reverse stock split.

Who will conduct and pay for the cost of this proxy solicitation?

We will bear all costs of soliciting proxies, including reimbursement of banks, brokerage firms, custodians, nominees, and

fiduciaries for reasonable expenses they incur. Proxies may be solicited personally, by mail, by telephone, by fax, or by internet

by our Directors, officers, or other regular employees without remuneration other than regular compensation. We have retained

Morrow Sodali LLC to act as a proxy solicitor for a fee estimated to be $52,500, plus reimbursement of out-of-pocket

expenses.

Who is entitled to vote at the meeting?

You are entitled to vote or direct the voting of your Amcor shares if you were a shareholder of record or a beneficial owner of

shares in “street name” as of 4:00 p.m. U.S. Eastern Time on September 8, 2025, or a holder of CHESS Depositary Interests

as of 7:00 p.m. Australian Eastern Standard Time, on September 8, 2025, the record date for our Annual Meeting.

As of the record date, there were 2,308,359,941 shares of Amcor outstanding. Each ordinary share entitles the shareholder of

record to one vote. Cumulative voting is not permitted. See the Admission Policy in this proxy statement for instructions on

obtaining a ticket to attend the meeting.

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What does it mean to be a shareholder of record?

If, on the record date, your ordinary shares were registered directly in your name with our transfer agent, Computershare, then

you are a “shareholder of record.” As a shareholder of record, you may vote in person at the Annual Meeting or vote by proxy.

Whether or not you plan to attend the Annual Meeting, we urge you to vote by the internet, by telephone, or to fill out and

return the enclosed proxy card, to ensure your vote is counted.

What does it mean to beneficially own shares in “street name”?

If, on the record date, your ordinary shares were held in an account at a bank, broker or other financial institution (we will refer

to those organizations collectively as a “broker”), then you are the beneficial owner of shares held in “street name,” and these

proxy materials are being forwarded to you by your broker. The broker holding your account is considered the shareholder of

record for purposes of voting at our Annual Meeting. As the beneficial owner, you have the right to direct your broker on how to

vote the shares in your account. As a beneficial owner, you are invited to attend the Annual Meeting. However, because you

are not a shareholder of record, if you want to vote your shares in person at the Annual Meeting, you must request and obtain

a valid proxy from your broker giving you that right, and must satisfy the Admission Policy described below.

Under the NYSE rules, the only matter on which your broker can vote your shares without receiving instructions from you is the

ratification of auditors. Your broker does not have discretionary authority to vote your shares on any other matter. We

encourage you to communicate your voting decisions to your broker before the Annual Meeting date to ensure that your vote

will be counted.

What does it mean to be a holder of CHESS Depositary Interests?

CHESS Depositary Interests are issued by Amcor through CHESS Depositary Nominees Pty Limited (“CDN”), and traded on

the Australian Securities Exchange, or ASX. The depositary interests are frequently called “CDIs.” If you own Amcor CDIs, then

you are the beneficial owner of one Amcor ordinary share for every CDI you own. CDN or its custodian is considered the

shareholder of record for purposes of voting at our Annual Meeting. As the beneficial owner, you have the right to direct CDN

or its custodian on how to vote the shares in your account. As a beneficial owner, you are invited to attend the Annual Meeting.

But because you are not a shareholder of record, if you want to vote your shares in person at the Annual Meeting, you must

request and obtain a valid proxy from CDN or its custodian giving you that right, and must satisfy the Admission Policy

described below.

You will receive a notice from Computershare allowing you to deliver your voting instructions over the internet. In addition, you

may request paper copies of the proxy statement and voting instructions by following the instructions on the notice provided by

Computershare.

Under the rules governing CDIs, CDN is not permitted to vote on your behalf on any matter to be considered at the Annual

Meeting unless you specifically instruct CDN how to vote. We encourage you to communicate your voting decisions to CDN

before the Annual Meeting date to ensure that your vote will be counted.

What is the required quorum to conduct business at the Annual Meeting?

A quorum will consist of one or more shareholders present in person or by proxy who hold or represent shares of at least a

majority of the total voting rights of all the voting power of the shares entitled to vote at the Annual Meeting.

How many votes are required to approve each proposal?

The affirmative vote of the holders of a majority of the votes cast by shareholders present in person or represented by proxy at

the meeting and entitled to vote, is required to re-elect Directors and approve the ratification of PwC as our independent

registered public accounting firm.

The Say-on-Pay Vote and Frequency Vote are both advisory and non-binding. We will consider shareholders to have approved

the Say-on-Pay Vote if there is an affirmative vote of the holders of a majority of the votes cast by shareholders present in

person or represented by proxy at the meeting and entitled to vote. We will consider our shareholders to have preferred the

frequency option on the Frequency Vote that receives the most votes.

The approval of the Amendment to the Company’s Memorandum of Association to effect a reverse stock split is a special

resolution under Jersey law. A special resolution requires approval by the holders of two-thirds of the voting rights represented

at the meeting, in person or by proxy, and voting thereon.

If the votes are equal on a proposal, the chair of the meeting has a casting vote.

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How are votes counted?

Abstentions will be treated as shares that are present and entitled to vote. Accordingly, abstentions will have the effect of a

vote “Against” the particular matter. If a broker indicates on the proxy card that it does not have discretionary authority to vote

certain shares on a particular matter, it is referred to as a “broker non-vote.” Broker non-votes will be treated as shares that are

present and entitled to vote for purposes of determining the presence of a quorum, but will not be considered as voted for the

purpose of determining the approval of the particular matter.

How do I vote?

Your vote is important. You may vote on the internet, by telephone, by mail, or at the Annual Meeting, all as described below.

The internet and telephone voting procedures are designed to authenticate shareholders using a control number, and to allow

you to confirm that your instructions have been properly recorded. If you vote by telephone or on the internet, you do not need

to return your Notice, proxy card or voting instruction card. Telephone and internet voting facilities are available now and will be

available 24 hours a day until 11:59 p.m. U.S. Eastern Time on November 5, 2025 or, for a holder of CHESS Depositary

Interests, until 10:00 a.m. Australian Eastern Daylight Time on November 4, 2025.

Vote on the Internet

If you have internet access, you may submit your proxy by following the instructions provided in the Notice, or if you requested

printed proxy materials, by following the instructions provided with your proxy materials and on your proxy card or voting

instruction card. On the internet voting site, you can confirm that your instructions have been properly recorded.

Vote by Telephone

You can also vote by telephone by following the instructions provided on the internet voting site, or if you requested printed

proxy materials, by following the instructions provided with your proxy materials and on your proxy card or voting instruction

card.

Vote by Mail

If you elected to receive printed proxy materials by mail, you may choose to vote by mail by marking your proxy card or voting

instruction card, dating and signing it, and returning it in the postage-paid envelope provided. Please allow sufficient time for

mailing if you decide to vote by mail.

Voting at the Annual Meeting

The method or timing of your vote will not limit your right to vote at the Annual Meeting if you attend the Annual Meeting. All

shareholders of record on September 8, 2025 are invited to attend and participate at the meeting.

How can I revoke my proxy or change my vote?

You may revoke your proxy or change your vote at any time before the proxy is exercised by any of the following methods:

Holder		Method of Voting
Holders of record		•Delivering written notice of revocation to our Corporate Secretary at our principal executive office located at 83 Tower Road North, Warmley, Bristol BS30 8XP, United Kingdom; •Delivering another timely and later dated proxy; •Revoking by internet or by telephone before 11:59 p.m. U.S. Eastern Time on November 5, 2025, for shares traded on the NYSE; or •Attending the Annual Meeting and voting in person by written ballot. Please note that your attendance at the meeting will not revoke your proxy unless you actually vote at the meeting.
Stock held by brokers, banks and nominees and CDIs		You must contact your broker, bank or other nominee to obtain instructions on how to revoke your proxy or change your vote. CDI holders must contact Computershare to revoke your proxy or change your vote. You may also obtain a “legal proxy” from your broker, bank or other nominee to attend our Annual Meeting and vote in person by written ballot.

Amcor plc | 2025 Proxy Statement 73

Table of Contents

What is the address for the Company’s principal executive office?

The mailing address of our principal executive office is:

Amcor plc

83 Tower Road North

Warmley, Bristol BS30 8XP

United Kingdom

Householding Information 

CDI holders are sent separate copies of the proxy statement and annual report or Notice of Internet Availability. For

shareholders other than CDI holders, you may be sent a single copy of these proxy materials where more than one

shareholder has a shared address (“householding”). We undertake to deliver promptly upon written or oral request a separate

copy of the proxy statement and annual report or Notice of Internet Availability in a separate envelope, as applicable, to a

shareholder at a shared address to which a single copy of these documents was delivered. Such request may be made by

contacting Broadridge Financial Solutions, Inc. at (866) 540-7095 or in writing at Broadridge, Householding Department, 51

Mercedes Way, Edgewood, NY 11717. If shareholders (other than CDI holders) reside at a shared address and prefer to

receive a single copy of the proxy statement, annual report or Notice of Internet Availability, either now or in the future, please

contact Broadridge Financial Solutions, Inc. as described above. 

Cautionary Statement Regarding Forward-Looking Statements

This document contains certain statements that are “forward-looking statements” within the meaning of the safe harbor

provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identified with

words like “believe,” “expect,” “target,” “project,” “may,” “could,” “would,” “approximately,” “possible,” “will,” “should,” “intend,”

“plan,” “anticipate,” “commit,” “estimate,” “potential,” “ambitions,” “outlook,” or “continue,” the negative of these words, other

terms of similar meaning or the use of future dates. Such statements are based on the current expectations of the

management of Amcor and are qualified by the inherent risks and uncertainties surrounding future expectations generally.

Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties. Neither Amcor

nor any of its respective directors, executive officers, or advisors provide any representation, assurance, or guarantee that the

occurrence of the events expressed or implied in any forward-looking statements will actually occur or if any of them do occur,

what impact they will have on the business, results of operations or financial condition of Amcor. Should any risks and

uncertainties develop into actual events, these developments could have a material adverse effect on Amcor's business,

including the ability to successfully realize the expected benefits of the Merger.

Amcor provides guidance on a non-GAAP basis without reconciliation as we are unable to predict with reasonable certainty the

ultimate outcome and timing of certain significant forward-looking items without unreasonable effort. These items include but

are not limited to the impact of foreign exchange translation, restructuring program costs, asset impairments, possible gains

and losses on the sale of assets, certain tax related events, and difficulty in making accurate forecasts and projections in

connection with the legacy Berry business given recency of access to all relevant information. These items are uncertain,

depend on various factors, and could have a material impact on U.S. GAAP earnings for the guidance period.

74 Amcor plc | 2025 Proxy Statement

Table of Contents

Submission of Shareholder

Proposals and Nominations

Proposals for Inclusion in Proxy Statement

We must receive all shareholder proposals to be presented at the 2026 annual general meeting of shareholders that are

requested to be included in the proxy statement and form of proxy relating thereto pursuant to SEC Rule 14a-8 not later than

May 26, 2026.

Other Proposals and Nominees

Shareholder proposals to be brought before any meeting of shareholders or nominations of persons for election as a Director

at any meeting of shareholders must be made pursuant to timely notice in writing to the Corporate Secretary of the Company.

To be timely, notice by the shareholder must be delivered or received at our principal executive offices not earlier than the

close of business on the one hundred twentieth (120th) day before the anniversary of the previous year’s annual general

meeting and not later than the close of business on the ninetieth (90th) day before the anniversary of the previous year’s

annual general meeting. If, however, there was no annual general meeting in the prior year or the date of the annual general

meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the

shareholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such

annual general meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual

general meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first

made by the Company. Accordingly, any such shareholder proposal or nomination for the 2026 annual general meeting of

shareholders must be delivered no earlier than the close of business on July 9, 2026 and no later than the close of business

on August 10, 2026.  Please note that these requirements are separate from the SEC’s requirements to have a shareholder’s

proposal included in our proxy materials.

In addition to satisfying the foregoing requirements, shareholders who intend to solicit proxies in support of director nominees,

other than the Company’s nominees, must provide notice that sets forth the additional information required by Rule 14a-19

under the Securities Exchange Act of 1934, as amended no earlier than the close of business on July 9, 2026 and no later

than the close of business on August 10, 2026.

Notice Requirements

A notice of a shareholder proposal for Director nominations or other business must set forth certain information concerning

such proposal, the proposing shareholder and the nominees, as specified in our Articles and as required by SEC rules, as

applicable. The presiding officer of the meeting will refuse to acknowledge any proposal or nomination not made in compliance

with the foregoing procedures.

The Board of Directors is not aware of any other matters to be presented at the meeting. However, if any matter other than

those referred to above should come before the meeting, it is the intention of the persons named in the enclosed proxy to vote

such proxy in accordance with their best judgment.

Amcor plc | 2025 Proxy Statement 75

Table of Contents

Important Notice Regarding Availability

of Proxy Materials for the Annual General

Meeting of Shareholders to Be Held

on November 6, 2025

The following materials are available for viewing on the internet:

•Proxy statement for the 2025 Annual General Meeting of Shareholders;

•2025 Annual Report to Shareholders; and

•Annual report on Form 10-K for the fiscal year ended June 30, 2025.

To view the proxy statement, 2025 Annual Report to Shareholders, or annual report on Form 10-K, holders of ordinary shares

should visit www.proxyvote.com and holders of CDIs should visit www.investorvote.com.au and enter your control number from

your Notice of Internet Availability or proxy card.

76 Amcor plc | 2025 Proxy Statement

Table of Contents

Admission Policy

All shareholders as of the record date, or their duly appointed proxies, may attend the Annual Meeting of Shareholders on

November 6, 2025. CDI holders as of the record date may also attend. If you would like to attend the meeting in person, you

must request an admission ticket and follow the instructions below. You may request an admission ticket by:

•Calling +61 3 9226 9000 in Australia or +1 224 313 7000 in the United States;

•E-mailing investor.relations@amcor.com; or

•Mailing a request to Amcor plc at 83 Tower Road North, Warmley, Bristol BS30 8XP, United Kingdom, Attention: Corporate

Secretary.

Seating is limited. Tickets will be issued on a first-come, first-served basis. You may pick up your ticket at the registration table

prior to the meeting. Please be prepared to show your photo identification. Please note that if you hold shares in “street

name” (that is, through a bank, broker or other financial institution), you will also need to obtain a valid proxy giving you the

right to attend the Annual Meeting or bring a copy of a statement reflecting your shared ownership as of the record date. If you

hold CDIs and wish to vote your shares in person, you must obtain a valid proxy from CDN or its custodian. If you attend as a

representative of an entity that owns shares of record, you will need to bring proper identification indicating your authority to

represent that entity.

www.amcor.com

SCAN TO

VIEW MATERIALS & VOTE

AMCOR PLC

83 TOWER ROAD NORTH

WARMLEY, BRISTOL BS30 8XP

UNITED KINGDOM

VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above

Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote

by 11:59 p.m. Eastern Time on November 5, 2025 for shares held directly and by 11:59 p.m. Eastern

Time on November 3, 2025 for shares held in a Plan. Have your proxy card in hand when you access

the website and follow the instructions to obtain your records and to create an electronic voting

instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can

consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-

mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote

using the Internet and, when prompted, indicate that you agree to receive or access proxy materials

electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time

on November 5, 2025 for shares held directly and by 11:59 p.m. Eastern Time on November 3, 2025

for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or

return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

V79011-P37068

KEEP THIS PORTION FOR YOUR RECORDS

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

DETACH AND RETURN THIS PORTION ONLY

AMCOR PLC

The Board of Directors recommends you vote FOR the following:

1.

Re-election of Directors

Nominees:

For

Against

Abstain

1a.

Graeme Liebelt

☐

☐

☐

The Board of Directors recommends you vote FOR proposals 2, 3, and 5, and for 1 YEAR for proposal 4.

For

Against

Abstain

1b.

Stephen E. Sterrett

☐

☐

☐

2.

Ratification of PricewaterhouseCoopers AG as our independent registered public accounting firm for fiscal year 2026.

☐

☐

☐

1c.

Peter Konieczny

☐

☐

☐

1d.

Achal Agarwal

☐

☐

☐

3.

To approve, by non-binding, advisory vote, the Company’s executive compensation.

☐

☐

☐

1e.

Susan Carter

☐

☐

☐

1f.

Graham Chipchase CBE

☐

☐

☐

1 Year

2 Years

3 Years

Abstain

1g.

Jonathan F. Foster

☐

☐

☐

4.

To approve, by non-binding, advisory vote, the frequency of casting an advisory vote on executive compensation (“Frequency Vote”).

☐

☐

☐

☐

1h.

Lucrèce Foufopoulos-De Ridder

☐

☐

☐

1i.

James T. Glerum, Jr.

☐

☐

☐

For

Against

Abstain

1j.

Nicholas T. Long (Tom)

☐

☐

☐

5.

To approve the Amendment to the Amcor plc Memorandum of Association to effect a reverse stock split.

☐

☐

☐

1k.

Jill A. Rahman

☐

☐

☐

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

Please indicate if you plan to attend this meeting.

☐

☐

Yes

No

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting:

The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

V79012-P37068

AMCOR PLC

Annual General Meeting of Shareholders

November 6, 2025 - 9:00 p.m. London Greenwich Mean Time

This proxy is solicited by the Board of Directors

The shareholder(s) hereby appoint(s) Damien Clayton (Corporate Secretary) and Deborah Rasin (General Counsel), or either of them, as

proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on

the reverse side of this ballot, all of the ordinary shares of Amcor plc that the shareholder(s) is/are entitled to vote at the Annual

General Meeting of Shareholders to be held at The Langham Hotel, London, 1C Portland P1, London W1B 1JA, England, 9:00 p.m.

London Greenwich Mean Time on November 6, 2025, and any adjournment or postponement thereof.

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be

voted in accordance with the Board of Directors' recommendations.

Continued and to be signed on reverse side

FAQ

What were Amcor's key financial metrics reported in the DEF 14A for fiscal 2025 (AMCR)?

The filing discloses net sales of $15,009 million, GAAP net income of $511 million, adjusted EBIT of $1,723 million, adjusted EPS of 71.2 cps, and adjusted free cash flow of $926 million.

What shareholder proposals are on the ballot in Amcor's 2025 proxy (AMCR)?

Shareholders are asked to vote to elect eleven directors, ratify PwC as auditor, approve the advisory Say-on-Pay and its frequency (the Board recommends annual), and approve an amendment for a 1-for-5 reverse stock split.

What is the purpose and effect of the proposed 1-for-5 reverse stock split?

The Board says the reverse split would reduce outstanding shares and increase per-share price to align share count and price with U.S. peers; it also warns of potential reduced liquidity, odd lots and fractional-share cash settlements.

Did Amcor report any related party transactions for fiscal 2025?

No. The proxy states there were no related party transactions during fiscal 2025 that met the Item 404 disclosure threshold of $120,000.

How are executive incentives structured at Amcor for fiscal 2025?

Compensation emphasizes performance-based STI and LTI with portions of STI delivered as deferred RSUs, minimum shareholding requirements (300% of base salary), and recovery/clawback policies for misstated financials or misconduct.