FORM 6-K ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

~~Report~~SECURITIES AND ofEXCHANGE ~~Foreign Private Issuer~~COMMISSION

~~Pursuant~~Washington, D.C. ~~to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934~~20549

~~For~~Report ~~the~~of Foreign ~~month~~Private Issuer Pursuant to Rule 13a-16 or 15d-16 of ~~February~~the ~~2005~~Securities Exchange Act of 1934

~~Amcor~~For ~~Limited~~the month of December 2005

~~(Translation of~~Amcor ~~registrant’s name into English)~~Limited

~~679~~(Translation of registrant’s ~~Victoria~~name ~~Street~~into ~~Abbotsford~~English)

~~(Address of~~679 ~~principal~~Victoria ~~executive~~Street ~~offices)~~Abbotsford

~~Indicate~~(Address byof ~~check mark whether the registrant files or~~principal ~~will~~executive ~~file annual reports under cover Form 20-F or Form 40-F.~~offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F ý Form 40-F o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ý No o

If “Yes” is marked, indicate ýbelow ~~No o~~the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- 0000869428

IfThe ~~“Yes”~~Stock isExchange ~~marked,~~of ~~indicate~~Hong ~~below~~Kong Limited takes no responsibility for the ~~file~~contents ~~number~~of this announcement, makes no representation ~~assigned~~as to ~~the~~its ~~registrant~~accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in ~~connection~~reliance ~~with~~upon ~~Rule~~the ~~12g3-2(b):~~whole ~~82-~~or any ~~0000869428~~part of the contents of this announcement.

~~News~~This announcement appears for information purposes ~~Release~~only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of Vision Grande Group Holdings Limited.

For Release: Thursday, February 17, 2005


Vision Grande Group Holdings Limited	Amcor Packaging (Asia) Pty Limited
	(incorporated in Australia with limited liability)
(incorporated in the Cayman Islands with limited liability)
(stock code: 2300)

~~AMCOR ANNOUNCES OPERATING PROFIT AFTER TAX UP 6.2% TO $199.4~~ JOINT ~~MILLION~~ANNOUNCEMENT

~~Amcor~~(1) ~~announces~~MAJOR AND ~~today~~CONNECTED ~~that~~TRANSACTION ~~profit~~INVOLVING ~~after~~ACQUISITION ~~tax and before~~OF ~~significant~~THE ~~items~~ENTIRE ~~for~~SHARE ~~the~~CAPITAL ~~six~~OF ~~months~~BELLGATE toINTERNATIONAL ~~December 31, 2004 was up 6.~~LIMITED; (2%) toCONNECTED ~~$199.4 million~~TRANSACTIONS ~~against~~IN ~~the~~RELATION ~~prior comparative period of six months to December 31,~~TO ~~2003. Significant~~SUBSCRIPTION ~~items~~OF ~~after~~NEW ~~tax~~SHARES ~~were~~BY ~~a loss~~AMCOR ~~of $35.6 million.~~GROUP;

~~Earnings~~(3) APPLICATION ~~per~~FOR ~~share,~~WHITEWASH ~~pre~~WAIVERS ~~significant~~BY ~~items,~~AMCOR ~~increased~~GROUP FROM ~~3.7%~~POSSIBLE toOBLIGATION ~~22.7~~TO ~~cents.~~MAKE A GENERAL OFFER FOR THE ISSUED SHARES IN VISION GRANDE GROUP HOLDINGS LIMITED; AND (4) RESUMPTION OF TRADING

~~The interim dividend increased 6.3% from 16.0 cents~~Financial ~~per~~adviser ~~share~~ to ~~17.0~~Vision ~~cents~~Grande ~~per~~Group ~~share~~Holdings ~~with franking at 28%.~~Limited

~~Cash~~ABN ~~flow generation remained strong and for the half~~AMRO ~~was~~ASIA ~~$458~~CORPORATE ~~million~~FINANCE ~~which was 52.1 cents per share.~~LIMITED

~~Amcor’s Executive Chairman, Mr Chris Roberts said:~~Financial ~~“The~~adviser 6%to ~~increase~~Amcor ~~in profit was a satisfactory result in line with expectations and is consistent with our stated target of achieving 20% growth over a two year time frame.~~Group

~~Operating~~CITIGROUP GLOBAL ~~Divisions~~MARKETS ASIA LIMITED

~~“Amcor Australasia had another strong half with~~Independent ~~earnings~~financial upadviser ~~7%,~~to ~~benefiting~~Vision ~~from~~Grande ~~ongoing~~Group ~~cost~~Holdings ~~reduction programs and improving operating efficiencies.~~Limited

~~“The second glass furnace at the wine bottle plant in~~SOMERLEY ~~Gawler, South Australia successfully commenced operations ahead of schedule in December and this business continues to receive strong customer support.~~LIMITED

“Amcor PET Packaging had a solid half with the business in North America achieving a better result than anticipated due to good growth in the custom market and a tight control on costs. The Latin American operations had a very strong half, highlighted by a substantial improvement in the Brazilian operations. This was offset by a poor performance in Europe where a cool summer, substantially lower volumes from a key strategic customer and a reduction in refillable PET bottles in Germany, meant that earnings were lower.Acquisition

The respective boards of directors of the Company and Amcor Packaging (Asia) Pty Limited ~~ABN~~are 62pleased ~~000~~to ~~017~~announce ~~372~~that on 23 December 2005, the Sale and Purchase Agreement was entered into for the proposed acquisition by the Group of the entire share capital of Bellgate International Limited. Bellgate International Limited is an investment holding company incorporated in the British Virgin Islands and will, at the time of Completion, indirectly and beneficially own 83% of the registered capital of Beijing Leigh-Mardon Pacific Packaging Co., Ltd. and 60% of the registered capital of Qingdao Leigh-Mardon Packaging Co., Ltd.

~~679~~The ~~Victoria~~consideration for the Acquisition shall be HK$509,040,000 which ~~Street~~will ~~Abbotsford~~be ~~Victoria~~satisfied ~~3067~~by ~~Australia~~the Company allotting and issuing 121,200,000 new Shares to the Vendor (or its nominee), credited as fully paid, at an issue price of HK$4.20 per Consideration Share. Based on the closing price of HK$5.30 per Share on 20 December 2005, being the last trading date immediately before the date of this announcement, the market value of the Consideration Shares is approximately HK$642.4 million.

~~GPO~~The ~~Box~~Acquisition ~~1643N~~constitutes a major transaction for the Company under ~~Melbourne~~the ~~Victoria~~Listing ~~3001~~Rules. ~~Australia~~As the Vendor, through AMB Packaging, is a substantial Shareholder interested in 80,000,000 Shares, representing approximately 16.67% of the issued share capital of the Company, the Acquisition also constitutes a connected transaction for the Company under the Listing Rules.

~~Tel: 61 3 9226 9000 Fax: 61 3 9226 9050~~Subscription

~~www~~The respective boards of directors of the Company and the Subscriber are also pleased to announce that the Company conditionally agreed to allot and issue and the Subscriber conditionally agreed to subscribe in cash for a total of 16,670,000 new Shares at the Subscription Price of HK$4.~~amcor~~20 per Subscription Share.~~com~~

~~“Earnings~~The ~~were~~Subscription upconstitutes ~~13% at Amcor Flexibles. This was achieved against~~ a ~~backdrop~~connected ~~of rapidly~~transaction ~~rising~~for ~~raw~~the ~~material costs that had to be passed through to customers~~Company ~~and~~under the ~~full~~Listing ~~period impact of the Rexam flexibles acquisition~~Rules.

~~“The~~Further ~~business has undertaken substantial restructuring and the benefits from this will become more evident in the second half.~~Subscription

~~“Amcor~~In ~~Sunclipse~~view ~~had~~of anthe ~~excellent~~transactions ~~half~~contemplated ~~with~~under ~~earnings~~the Acquisition and the upSubscription, ~~30%~~AMB Packaging does not intend to exercise the AMB Option on or before 31 December 2005. ~~The~~ ~~business~~Instead, ~~benefited~~the ~~from~~Company ~~improved~~and AMB Packaging entered into ~~economic~~the ~~conditions~~Further inSubscription Agreement, which involves the USconditional allotment and aissue ~~very~~of ~~strong~~96,000,000 ~~performance~~new ~~from~~Shares by the ~~corrugator~~Company to AMB Packaging at HK$2.50 ~~division~~each (which are the same under the AMB Option), in order to bundle the Acquisition and the Subscription together.

~~“Amcor~~The ~~Rentsch~~Further ~~and~~Subscription ~~Closures~~constitutes ~~had~~ a ~~mixed~~connected ~~result,~~transaction ~~with the~~for ~~tobacco packaging operations achieving higher earnings, helped by improved operating efficiencies at a number of plants, while~~ the ~~closures business was~~ ~~impacted~~Company byunder ~~poor demand due to~~ the ~~cool~~Listing ~~summer~~Rules. ~~The North American Bericap joint venture had another good half.~~

~~“Amcor~~The ~~Asia~~net ~~had~~proceeds afrom ~~strong~~the ~~result~~Subscription ~~with~~and ~~earnings~~the upFurther ~~15%~~Subscription, ~~mainly~~after ~~due~~deduction of all related expenses, of approximately HK$293 million are intended to ~~continuing~~be ~~good~~applied ~~performance~~to infinance ~~both~~any ~~the~~capital ~~tobacco~~investment ~~packaging~~as may be identified by the Group and/or as general working capital of the Group for further ~~flexibles~~business ~~operations~~expansion purposes.

~~“The~~Whitewash ~~difficulty of passing on rapidly rising raw material costs to our customers in a timely fashion has created challenging operating conditions for a number of the businesses.~~Waivers

~~“Across~~Immediately ~~the~~following ~~group~~Completion, ~~these~~Subscription ~~costs~~Completion, ~~have~~Further Subscription ~~generally~~Completion ~~been~~and after restoration of the 25% public float, the ~~passed~~shareholding ~~through~~of Amcor Group and the parties acting in concert with ~~only~~it ~~modest~~will remain ~~impacts~~unchanged at 75%. As Amcor Group will increase its voting rights in the Company from approximately 16.67% to ~~earnings~~44.0%, ~~however~~under ~~further~~Rule ~~cost~~26.1 of the Takeovers ~~increases~~Code, ~~are~~Amcor ~~currently~~Group ~~being~~is ~~implemented~~required byto make a ~~number~~mandatory ofgeneral ~~our~~offer ~~suppliers~~for all the issued Shares (other than those Shares already owned or agreed to be acquired by Amcor Group and the parties acting in concert with it), unless the Whitewash ~~challenge~~Waivers are obtained. In this regard, Amcor Group will make an application to the Executive for the ~~current~~Whitewash ~~half~~Waivers isin torespect ~~ensure~~of ~~that~~the issue of the Consideration ~~focused~~Shares, the Subscription Shares and ~~diligent~~the Further Subscription ~~approach~~Shares subject to ~~passing~~the ~~these~~approval ~~through~~of the Independent Shareholders on a vote by poll. The Executive may or may not grant the Whitewash Waivers. Completion of each of the Sale and Purchase Agreement, the Subscription Agreement and the Further Subscription Agreement is ~~maintained~~conditional upon, among other things, the granting of the Whitewash Waivers by the Executive. If the Whitewash Waivers are not granted by the Executive, the Sale and Purchase Agreement, the Subscription Agreement and the Further Subscription Agreement will lapse.

~~“The restructuring program in both the PET and flexibles businesses is now largely complete with six facilities closed and a reduction in headcount of over 800 employees.~~General

~~“The~~As ~~benefits~~each ~~from~~of ~~this~~the ~~program~~Acquisition, ~~were~~the ~~not~~Subscription, ~~evident~~the inFurther Subscription and the ~~first~~Whitewash ~~half~~Waivers requires approval by the Independent Shareholders at the EGM, ~~but~~an ~~are~~independent ~~expected~~board committee of the Company comprising Mr. Ng Kwai Sang, Mr. Ng Pui Cheung, Joseph and Mr. Chung Kwok Mo, John, being all independent non-executive Directors, has been formed to beadvise ~~reflected~~the Independent Shareholders in ~~earnings~~relation ~~going~~to ~~forward~~the Acquisition, the Subscription, the Further Subscription and the Whitewash Waivers.” Somerley Limited has been appointed as the independent financial adviser to the Company to advise the independent board committee of the Company and the Independent Shareholders in relation to the Acquisition, the Subscription, the Further Subscription and the Whitewash Waivers.

~~ACCC~~A circular containing, among other things, further details of the Acquisition, the Subscription, the Further Subscription and the Whitewash Waivers, together with the recommendation of the independent board committee to the Independent Shareholders, and the letter of advice from the independent financial adviser to the independent board committee of the Company and the Independent Shareholders and the notice of EGM will be despatched to the Shareholders as soon as possible. The voting in relation to the Acquisition, the Subscription, the Further Subscription and the Whitewash Waivers at the EGM will be conducted by way of a poll whereby Amcor Group and Mr. Li and their respective associates, and other Shareholders who are interested or involved in the Acquisition, the Subscription and the Further Subscription will abstain from voting on the relevant resolutions to be proposed at the EGM to approve the Acquisition, the Subscription, the Further Subscription, the Whitewash Waivers and the transactions contemplated thereunder.

OnShareholders ~~November~~and ~~23,~~potential ~~2004~~investors ~~Amcor~~should ~~announced~~be aware that itthe ~~had received~~Sale ~~information~~and ~~that~~Purchase ~~led~~Agreement, itthe toSubscription ~~believe~~Agreement ~~that~~and ~~its~~the Further ~~Australian~~Subscription ~~business~~Agreement ~~may have~~are ~~been~~conditional ~~involved~~upon inthe ~~conduct~~satisfaction ~~which~~or ~~breaches~~waiver of ~~competition~~a ~~laws. The~~number ~~Company~~of ~~immediately~~conditions ~~informed~~as respectively set out below. Accordingly, the ~~Australian~~Acquisition, ~~Competition~~the Subscription and ~~Consumer~~the ~~Commission~~Further ~~(“ACCC”)~~Subscription ofmay ~~the~~or ~~information~~may not ~~received~~proceed. Shareholders and ~~informed~~potential ~~the~~investors ~~ACCC~~are ~~that~~advised itto ~~would~~exercise ~~provide~~extreme caution ~~full~~when ~~cooperation~~dealing in ~~any investigation which~~ the ~~ACCC may undertake~~Shares.

~~The~~Suspension ~~Company also notified the New Zealand Commerce Commission (“NZCC”) that the conduct may have involved breaches of competition laws in New Zealand~~ and ~~informed~~resumption ~~the NZCC that it would provide full cooperation in any investigation the NZCC may undertake. The ACCC and the NZCC are investigating these matters. The Company also initiated its own investigation~~ of ~~these~~share ~~matters.~~trading

~~The~~At ~~ACCC~~the ~~and~~request ~~NZCC~~of ~~investigations~~the ~~are not public~~Company, ~~are ongoing~~trading ~~and~~in ~~may~~the ~~continue~~Shares ~~for~~has abeen ~~considerable~~suspended from ~~period~~2:30 ~~of time~~p. ~~Amcor~~m. ~~will~~on ~~continue~~20 toDecember ~~provide~~2005 ~~its~~pending ~~full cooperation. In~~the ~~light~~issue of ~~these~~this announcement. ~~investigations,~~Application ~~Amcor~~has isbeen ~~not~~made ~~able~~ to ~~make~~the ~~any~~Stock ~~comment~~Exchange infor ~~addition~~the toresumption ~~the~~of trading ~~matters~~in ~~set~~the ~~out~~Shares inwith ~~today’s~~effect ~~half-yearly~~from 9:30 a.m. on 28 December 2005.

2(1) ACQUISITION

~~financial~~The ~~statements,~~respective ~~the~~boards ~~Company’s~~of directors ~~Form~~of ~~20-F~~the ~~filing~~Company ~~with~~and the ~~SEC~~Vendor ~~released~~are ~~on December~~pleased ~~24,~~to ~~2004~~announce ~~and~~that the ~~announcements~~Sale and ~~made~~Purchase onAgreement ~~November~~was 23entered into for the Acquisition, ~~2004~~details ~~and~~of ~~December~~which 7,are ~~2004.~~set out below:

MrSALE ~~Chris Roberts, said: “In~~AND ~~respect~~PURCHASE to the appointment of a new Managing Director, and as previously announced, the Board has appointed Egon Zehnder to assist in conducting a global search, including candidates both from within and external to the business. The extensive process involved may take some time, however the Board is confident that the company remains strong and the established strategies across the businesses continue to be implemented.AGREEMENT

~~“The~~Date: 23 ~~focus~~December ~~on improving returns off the existing asset base continues and it is this focus that will be the primary driver in delivering the growth targets.”~~2005

~~ENDS~~Parties:

For further information, please contact:
Chris Roberts	Louis Lachal	John Murray
Executive Chairman	Acting Chief Operating Officer	Executive GM Corporate Affairs
Amcor Limited	Amcor Limited	Amcor Limited
Ph: 613 9226 9001	Ph: 613 9226 9003	Ph: 613 9226 9005

(1) Purchaser: Victory Honest Group Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company

~~Reconciliation~~(2) Vendor: Amcor ~~with~~Packaging ~~Statutory~~(Asia) Pty Limited, a company incorporated in Victoria, ~~Numbers~~Australia and a member of Amcor Group which, through AMB Packaging, is a substantial Shareholder interested in 4Dapproximately ~~release~~16.67% of the existing issued share capital of the Company as at the date of this announcement and thus a connected person of the Company

			EPS
	$ million		Cents per share
Operating profit after tax	199.4		22.7
Interest on PACRS (1)	26.4
Statutory profit before significant items	225.8		22.7
Significant items (after tax)	(35.6	)
Statutory profit after significant items	190.1		18.6

(3) The Company as issuer of the Consideration Shares

~~(1) The~~Assets ~~interest payment on the Perpetual Convertible Reset Securities (PACRS) is treated as an equity distribution for statutory profit; however, for market analysis purposes, Amcor elects~~ to ~~treat it as an interest expense and hence reduce the reported~~ ~~operating profit by $26.4 million. The EPS remains unchanged, as under the accounting standards, even though it is required to~~ be ~~treated as an equity distribution in the reported profit, it is required to be treated as interest in the EPS calculation.~~acquired

~~(2)~~ The ~~significant~~Sale ~~items~~Shares, representing ~~relate~~the toentire issued share capital of Bellgate International Limited which will, at the time of Completion, indirectly and beneficially own 83% of ~~PET~~the ~~business~~registered ~~restructuring~~capital of Beijing Leigh-Mardon Pacific Packaging Co., Ltd. and 60% of the ~~Flexibles~~registered ~~market~~capital ~~sector~~of ~~rationalisation~~Qingdao Leigh-Mardon Packaging Co., Ltd. The original costs of investment by the Vendor in the Sale Shares and the Target Subsidiaries was approximately US$20.1 million.

~~News Release~~Consideration

~~For~~The ~~Release:~~consideration ~~Thursday~~for the Acquisition shall be HK$509,040,000 ~~February~~which 17will be satisfied by the Company allotting and issuing 121,200,000 ~~2005~~new Shares to the Vendor (or its nominee), credited as fully paid, at an issue price of HK$4.20 per Consideration Share.

~~RESULTS~~The ~~FOR~~Directors ~~SIX~~consider ~~MONTHS~~that the ~~ENDED~~terms ~~DECEMBER~~of 31the Sale and Purchase Agreement (including the issue price of the Consideration Shares) were negotiated between Amcor Group and the Group in good faith and on arm’s length basis after taking into consideration of various factors including but not limited to the strategic relationship and synergy effect with Amcor Group in the development of the Group as one of the leaders in the manufacturing and printing of cigarette packaging products in the PRC, the historical financial results, cash position and the earning potential of the Target Subsidiaries, the underlying net asset value of the Shares, the prevailing trading performance of the Shares on the Stock Exchange, and the positive effect on the Share price after announcement of Amcor Packaging’s strategic investment in the Company in December 2004, and the average closing prices of the Shares of HK$4.10 per Share from the date of announcement of Amcor Packaging’s strategic investment in the Company and up to and the date of this announcement. The Directors consider that given the potential benefits to be derived from the Acquisition for the long term development of the Group, the terms of the Sale and Purchase Agreement are fair and reasonable and in the interests of the Company and the Shareholders. The independent board committee of the Company will seek the view of the independent financial adviser as to the fairness and reasonableness of the Acquisition.

	July/Dec	July/Dec
A$m	2003	2004
Sales	5,095.6	5,493.4		+7.8	%
PBITA	403.9	424.1		+5.0	%
PAT – pre goodwill amortisation (1)	251.8	266.0		+5.6	%
PAT – post goodwill amortisation (1)	187.8	199.4		+6.2	%
Significant items (2)	0.0	(35.6	)
PAT after significant Items	187.8	163.8		-12.8	%
EPS-pre goodwill (3)	29.4	30.3		+3.1	%
EPS-post goodwill (3)	21.9	22.7		+3.7	%
Cash flow from operations	470.9	457.8		-2.8	%
Dividend (cents)	16.0	17.0		+6.3	%

The Consideration Shares represent approximately 25.3% of the existing issued share capital of the Company, approximately 20.2% of the issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares and approximately 17.0% of the issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares, the Subscription Shares and the Further Subscription Shares. The Consideration Shares will be issued under the specific mandate to be sought at the EGM. The Consideration Shares, when allotted and issued, shall rank pari passu in all respects with the Shares in issue on the date of allotment and issue of the Consideration Shares including the right to all dividends, distributions and other payments made or to be made, the record date for which falls on or after the date of such allotment and issue. Based on the closing price of HK$5.30 per Share on 20 December 2005, being the last trading date immediately before the date of this announcement, the market value of the Consideration Shares is approximately HK$642.4 million.

~~(1) Calculated~~The ~~after~~issue ~~deducting~~price for the Consideration ~~coupon~~Shares ~~payment~~ of HK$~~26.~~4 ~~million ($26~~.720 ~~million~~per ~~last~~Consideration ~~year)~~Share, ~~for~~which ~~the~~is ~~Perpetual~~equal ~~Amcor~~to ~~Convertible~~the Subscription ~~Reset~~Price, ~~Securities (PACRS).~~represents:

(2a) ~~The~~a ~~significant~~discount ~~items~~of ~~relate~~approximately 20.8% to the ~~PET~~closing price of HK$5.30 ~~business~~per ~~restructuring~~Share ~~and~~as quoted on the ~~Flexibles~~Stock ~~market~~Exchange ~~sector~~on ~~rationalisation.~~20 December 2005, being the last trading day immediately preceding the date of the Sale and Purchase Agreement;

(3b) ~~EPS~~a ~~calculated~~discount ~~after~~of ~~deducting~~approximately 17.2% to the ~~PACRS~~average of the closing prices ~~coupon~~of ~~from~~the ~~profit~~Shares ~~after~~of ~~tax~~HK$5.07 per Share as quoted on the Stock Exchange for the last five trading days up to and ~~before~~including ~~significant~~20 ~~items.~~December 2005;

~~Key~~(c) a ~~Ratios~~discount of approximately 17.0% to the average of the closing prices of the Shares of HK$5.06 per Share as quoted on the Stock Exchange for the last ten trading days up to and including 20 December 2005;

	Dec	Dec
	2003	2004
PBITA/Ave Funds Inv. (%)	11.0	11.0
Return on Ave Equity (%)	9.6	9.8
Net Debt/(Net Debt + Equity) (%)(1)	36	37
Net PBITA interest cover (times)(2)	4.6	4.6
NTA per share (A$)	2.47	2.59

(d) a discount of approximately 6.7% to the average of the closing prices of the Shares of HK$4.50 per Share as quoted on the Stock Exchange for the last 180 trading days up to and including 20 December 2005;

(1e) ~~Convertible~~a ~~notes~~premium ~~treated~~of asapproximately ~~debt~~55.6% over the closing price of HK$2.7 per Share as quoted on the Stock Exchange on 8 December 2004, being the last trading date immediately before the strategic investment by AMB Packaging in the Company was announced;

(2f) ~~All~~ a ~~hybrids~~premium ~~treated~~of asapproximately ~~debt~~2.4% over the average closing prices of the Shares of HK$4.10 per Share as quoted on the Stock Exchange since 13 December 2004 (being the first trading date immediately after the announcement of the strategic investment by AMB Packaging in the Company) up to and including 20 December 2005; and

~~HIGHLIGHTS~~(g) a premium of approximately 247.1% over the unaudited net tangible asset value per Share of approximately HK$1.21, based on the unaudited net tangible asset value of the Group of approximately HK$578.6 million as at 30 June 2005 as shown in the interim report of the Company for the six months ended 30 June 2005 and 480,000,000 Shares in issue as at the date of this announcement.

~~• Profit after tax and pre significant items up 6.2% from $187.8 million to $199.4 million.~~Conditions

~~• Earnings~~Completion ~~per~~is ~~share~~conditional upon upthe ~~3.7%~~satisfaction ~~from~~or ~~21.9~~waiver ~~cents~~(as ~~to 22.7~~applicable) ~~cents.~~of each of the following conditions:

~~• Returns measured as profit before interest, tax and goodwill amortisation~~ (~~PBITA~~i) the toListing ~~average~~Committee ~~funds~~of ~~invested~~the ~~remains~~Stock ~~at 11.0%~~Exchange ~~which~~granting islisting of, ~~above~~and ~~the~~permission ~~company’s~~to ~~weighted~~deal ~~average~~in, ~~cost~~the ofConsideration ~~capital of 9.2% pre tax.~~Shares;

•(ii) ~~Operating~~the ~~cash~~Group ~~flow~~being ~~was~~reasonably ~~$457.8~~satisfied ~~million~~with the results of the ~~representing~~due ~~52.1~~diligence ~~cents~~review ~~per~~to ~~share~~be ~~for~~conducted on Bellgate International Limited and the Target ~~half.~~Subsidiaries;

~~• The~~(iii) the ~~dividend~~Group ~~increased~~having ~~6.3%~~received from ~~16.0~~its ~~cents~~PRC legal advisers a legal opinion in form and substance satisfactory to the Group covering such matters ~~17.0~~of ~~cents~~PRC ~~per~~laws ~~share~~in ~~with~~relation ~~franking~~to, atamong ~~28%.~~other matters, the Target Subsidiaries;

~~• The~~(iv) the ~~negative~~Independent ~~impact~~Shareholders ofpassing at the ~~rising~~EGM ~~Australian~~resolutions ~~dollar~~approving onthe Sale and Purchase Agreement and the ~~translation~~transactions ofcontemplated thereunder ~~overseas~~including ~~earnings~~but ~~was~~not ~~approximately~~limited ~~$5.0~~to ~~million~~the allotment and issue of the ~~profit~~Consideration ~~after~~Shares ~~tax.~~to the Vendor (or its nominee) credited as fully paid;

•(v) ~~Amcor~~the ~~PET~~Whitewash ~~Packaging~~Waiver ~~experienced~~in ~~good~~relation ~~volume growth~~to atthe ~~6.5%~~issue ~~and~~of athe Consideration ~~strong~~Shares ~~performance~~having ~~from~~been ~~the~~approved ~~operations~~by inthe ~~Latin~~Independent ~~America,~~Shareholders at ~~offset~~the EGM and granted by ~~weak~~the ~~demand~~Executive in ~~Europe.~~accordance with the Takeovers Code;

~~• Amcor~~(vi) Mr. ~~Australasia~~Li ~~continues~~having delivered an undertaking to ~~improve earnings~~dispose ~~and~~of ~~returns~~such ~~with~~number of ~~PBITA~~his upShares 7%on ~~and~~or ~~returns~~before ~~increasing~~Completion ~~from~~in ~~17.7%~~order to maintain the minimum public ~~19.3%.~~float of the Company in compliance with the Listing Rules;

~~• Amcor~~(vii) all ~~Flexibles~~necessary ~~achieved~~consents, ~~solid~~authorisations, ~~earnings~~licences ~~growth~~and approvals offor ~~12.8%~~or in connection with the sale and ~~has~~purchase ~~implemented~~of ~~substantial~~the ~~cost~~Sale ~~reduction~~Shares ~~programs.~~having been obtained;

~~• Amcor~~(viii) Bellgate ~~Sunclipse~~International ~~achieved~~Limited ~~strong earnings~~having ~~growth~~indirectly acquired 83% beneficial interests in the registered capital of Beijing 30Leigh-Mardon Pacific Packaging Co.0, Ltd. and 60% beneficial interests in the registered capital of Qingdao Leigh-Mardon Packaging Co., Ltd.;

•(ix) ~~Amcor~~the ~~Asia~~Subscription ~~achieved~~Agreement abecoming ~~good~~unconditional ~~increase~~(except inthe ~~earnings~~fulfillment of ~~15%.~~this reciprocal condition therein); and

~~FIRST~~(x) the ~~HALF~~Further ~~EARNINGS~~Subscription ~~PER~~Agreement ~~SHARE~~becoming unconditional (except the fulfillment of this reciprocal condition therein).

Further enquires
Chris Roberts	Louis Lachal	John Murray
Executive Chairman	Acting Chief Operating Officer	Executive GM Corporate Affairs
Amcor Limited	Amcor Limited	Amcor Limited
Phone: 61 3 9226 9001	Phone: 61 3 9226 9003	Phone: 61 3 9226 9005

None of the conditions above are waivable other than the conditions set out in conditions (ii) and (iii) above. If any of the conditions set out above has not been satisfied (or, as the case may be, waived) at or before 30 June 2006, or such later date as both the Group and the Vendor may agree in writing, the Sale and Purchase Agreement will cease and terminate.

~~Amcor Limited ABN 62 000 017 372~~Completion

~~679~~Completion ~~Victoria~~will ~~Street~~take ~~Abbotsford~~place contemporaneously ~~Victoria~~with ~~3067~~Subscription ~~Australia~~Completion and Further Subscription Completion.

~~GPO~~(2) SUBSCRIPTION ~~Box 1643N Melbourne Victoria 3001 Australia~~AGREEMENT

~~Telephone~~Date: 23 61December ~~3 9226 9000 Facsimile: 61 3 9226 9050~~2005

~~www.amcor.com~~Parties: (i) The Company as issuer; and

~~Consolidated~~(ii) Amcor ~~Statement~~Fibre ofPackaging-Asia ~~Profit~~Pte Limited as the Subscriber

	July/Dec		July/Dec
A$m	2003		2004
Net sales	5,096.6		5,493.4
Profit from trading	622.0		652.3
• Dep’n & amort.	(282.1	)	(294.9	)
Profit before interest & tax	339.9		357.4
• Net interest (including PACRS)	(88.2	)	(92.5	)
Profit before tax	251.7		264.9
• Income tax	(58.0	)	(60.4	)
• Minority interests	(5.9	)	(5.1	)
Profit after tax before significant items	187.8		199.4

As the Subscriber is an associate of AMB Packaging, which is a substantial Shareholder interested in approximately 16.67% of the existing issued share capital of the Company as at the date of this announcement, it is a connected person of the Company.

~~Consolidated Cash Flow Statement~~The Subscription

	July/Dec		July/Dec
A$m	2003		2004
Profit after tax	187.8		199.4
• Dep’n & amort.	282.1		294.9
• Other	1.0		(36.5	)
Cash Flow from Operations before significant items	470.9		457.8
Significant items	0.0		(50.0	)
Acquisitions	(621.1	)	(9.8	)
Net capital expenditure	(226.6	)	(251.1	)
Working Capital (Increase)/decrease	(63.4	)	(158.8	)

Pursuant to the Subscription Agreement, the Company conditionally agreed to allot and issue and the Subscriber conditionally agreed to subscribe in cash for a total of 16,670,000 new Shares at the Subscription Price of HK$4.20 per Subscription Share.

~~Consolidated~~The ~~Balance~~Subscription ~~Sheet~~Shares represent 3.5% of the existing issued share capital of the Company, approximately 3.4% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares and approximately 2.3% of the issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares, the Subscription Shares and the Further Subscription Shares.

	Jun	Dec
A$m	2004	2004
Current Assets	3,052	3,186
Property, Plant & Equipment	4,745	4,609
Intangibles	2,063	1,856
Investments & Other Assets	426	386
Total Assets	10,286	10,037
Short-term debt	728	865
Long-term debt	1,776	1,611
Creditors & Provisions	2,742	2,701
Convertible Notes	332	295
Shareholders Equity (incl PACRS)	4,708	4565
Total Liabilities & Shareholders Equity	10,286	10,037

The Subscription Price

~~Interim~~The Subscription Price of ~~Dividend~~HK$4.20 per Subscription Share was determined after arm’s length negotiations between the Company and the Subscriber and is equal to the issue price of the Consideration Shares. The Directors consider that the terms of the Subscription Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole. The independent board committee of the Company will also seek the view of the independent financial adviser as to the fairness and reasonableness of the Subscription.

~~Directors~~Conditions ~~have declared an interim dividend~~ of ~~17 cents per share, 28% franked at 30 cents in~~ the dollar. This compares with an interim dividend of 16 cents per share, 40% franked at 30 cents in the dollar for the previous year. The record date is 2 March 2005 and the interim dividend will be paid on 23 March 2005.Subscription

~~The~~Completion ~~Dividend~~of ~~Reinvestment~~the ~~Plan~~Subscription ~~(DRP)~~Agreement ~~remains~~is inconditional ~~operation~~upon, ~~with~~amongst noothers, ~~discount. The~~the ~~arithmetic~~following conditions ~~average~~having ofbeen ~~the~~fulfilled ~~daily~~or ~~weighted average~~waived ~~market~~by ~~price~~the ~~for~~Subscriber ~~the~~in ~~nine~~writing ~~ASX~~(as applicable) ~~business~~on ~~days~~or ~~March~~before 430 toJune ~~17,~~2006 ~~2005 inclusive~~or ~~will~~such belater ~~used~~date toas ~~calculate~~both the ~~share~~Company and ~~price~~the atSubscriber ~~which~~may ~~the~~agree ~~shares~~in ~~are issued.~~writing:

~~Accounting~~(i) the Company’s representations and warranties given in the ~~Principles~~Subscription Agreement remaining true and correct up to the date of Subscription Completion;

~~The~~(ii) the ~~condensed~~Independent ~~financial statements~~Shareholders ~~are~~passing ~~based~~at onthe EGM the ~~accounts~~resolutions approving ofthe ~~controlled~~Subscription ~~entities~~Agreement atand ~~December~~the ~~31,~~transactions contemplated ~~which~~thereunder ~~have~~including ~~been~~but ~~prepared~~not ~~according~~limited to ~~Australian~~the ~~Generally~~allotment ~~Accepted~~and ~~Accounting~~issue of the ~~Principles.~~Subscription Shares;

~~In line with statutory Australian GAAP, the Perpetual Amcor Convertible Reset Securities~~ (~~PACRS~~iii) the ~~are treated~~Whitewash asWaiver ~~equity~~in ~~with~~relation ~~distribution~~to ~~payments~~the ~~treated~~Subscription ashaving ~~an appropriation of~~been ~~profit. The~~approved ~~amount~~by ofthe ~~PACRS~~Independent ~~distribution for~~Shareholders ~~July/December~~at ~~2004~~the ~~was~~EGM ~~$26.4~~and ~~million~~granted ~~($26.7~~by ~~million last year.) In this presentation~~ the ~~distribution is~~ ~~treated~~Executive asin ~~part~~accordance ofwith the ~~net~~Takeovers ~~interest expense.~~Code;

~~Significant~~(iv) the Listing Committee of the Stock Exchange granting the listing ~~Items~~of, and permission to deal in, the Subscription Shares;

~~The~~(v) Mr. ~~net~~Li ~~after~~having ~~tax~~delivered ~~significant~~an undertaking to dispose of such ~~items~~number ~~for~~of his Shares on or before Subscription Completion in order to maintain the ~~six~~minimum ~~months~~public ~~ended~~float 31of ~~December~~the ~~2004~~Company’s ~~total~~issued isshare acapital ~~$35.6~~as ~~million~~enlarged by ~~loss. There~~the ~~were~~Subscription noShares ~~comparable~~in ~~items last~~accordance ~~year.~~with the Listing Rules;

~~Significant~~(vi) the ~~items~~Sale ~~for July/December~~and ~~2004~~Purchase ~~relate~~Agreement tobecoming ~~the~~unconditional ~~PET business integration and restructuring~~ (~~$24.5~~except the ~~million)~~fulfillment ~~and~~of ~~Flexibles~~this ~~market~~reciprocal ~~sector~~condition ~~rationalisation ($11.1 million~~therein).;

~~Segmental~~(vii) the ~~Analysis~~Further Subscription Agreement becoming unconditional (except the fulfillment of this reciprocal condition therein); and

(~~Before~~viii) there ~~significant~~having ~~items)~~been no material adverse change in the business, financial condition or prospects of the Group since 30 June 2005 up to the date of Subscription Completion.

	July/Dec 2003					July/Dec 2004
	Sales		PBITA		ROAFI	Sales	PBITA		ROAFI
	(A$m)		(A$m)		(%)	(A$m)	(A$m)		(%)
Amcor PET Packaging	1,541		121.1		9.0	1,715	115.5		8.5
Amcor Australasia	1,270		163.0		17.7	1,315	174.6		19.3
Amcor Flexibles	1,067		59.4		9.2	1,205	68.4		9.2
Amcor Sunclipse	582		32.8		14.1	625	40.2		17.8
Amcor Rentsch & Closures	516		51.9		13.9	500	48.0		12.4
Amcor Asia	123		14.4		12.4	133	16.1		13.2
Investments / Other	12		(38.7	)			(38.7	)
Intersegmental	(15	)	—
TOTAL	5,096		403.9		11.0	5,493	424.1		11.0

None of the conditions above are waivable other than the conditions set out in conditions (i) and (viii) above. If any of the conditions set out above have not been satisfied (or, as the case may be, waived) at or before 30 June 2006, or such later date as both the Company and the Subscriber may agree, the Subscription Agreement will cease and terminate.

2Subscription Completion

	July/Dec	July/Dec		July/Dec	July/Dec
	2003	2004		2003	2004
	A$m	A$m		US$m	US$m
Net Sales (mill)	1,541	1,715		1,060	1,253
Change (%)		13.3			18.2
PBITA (mill)	121.1	115.5		83.3	84.4
Change (%)		(4.6	)		1.3
Operating Margin (%)	7.9	6.7		7.9	6.7
Average funds invested (mill)	2,696	2,721		1,854	1,988
PBITA/AFI (%)	9.0	8.5		9.0	8.5
Average exchange rate $A/US	0.69	0.73

The date of Subscription Completion will be determined when the conditions (i) to (viii) are fulfilled of which conditions (i) and/or (viii) can be waived at the date of Subscription Completion. Subscription Completion shall take place contemporaneously with Completion and Further Subscription Completion.

~~Amcor~~Ranking ~~PET~~of ~~Packaging~~the ~~had a~~Subscription ~~solid first half with PBITA earnings in $US up 1.3% to US$84.4 million and return on average funds invested of 8.5%.~~Shares

The ~~business~~Subscription Shares, when issued, will rank pari passu in all ~~Latin~~respects ~~America~~among themselves and with the Shares in issue as at the date of ~~had~~allotment aand ~~strong~~issue ~~half~~of the Subscription Shares, inincluding ~~North~~the ~~America~~right ~~earnings~~to ~~were~~receive all ~~steady~~future dividends and distributions which may be declared, made or paid by the Company on ~~last~~or ~~year,~~after ~~while~~the indate ~~Europe~~of ~~earnings~~allotment ~~were~~and ~~lower~~issue of the Subscription Shares.

Unit volumes were up 6.5% to 16.4 billion units, with strong growth in Latin America and a decline in volumes in Europe. The custom segment including the higher margin custom containers and multilayer preforms grew by 6%.Mandate

InThe ~~North~~Subscription ~~America~~Shares ~~volumes grew~~will bybe ~~2.3%. Sales~~issued inpursuant ~~the~~to ~~CSD and water market were steady with~~ the ~~same~~specific ~~period~~mandate ~~last~~to ~~year,~~be ~~reflecting~~sought ~~the~~at ~~strategy of ensuring that new capital is only employed where profits adequately reflect~~ the ~~cost~~ ~~of capital~~EGM.

~~Custom~~(3) FURTHER ~~container~~SUBSCRIPTION growth in North America was 7%. New product offerings for the isotonic and juice markets, together with new operations co-located with key customers, have solidified Amcor’s leadership position in this segment.AGREEMENT

~~Earnings~~Reference ~~for~~is made to the Subscription ~~North~~and Option Agreement dated 9 December 2004 and entered into ~~American~~between ~~business~~the ~~were~~Company ~~steady,~~and AMB Packaging pursuant to which isthe aCompany ~~better~~has ~~performance~~granted the ~~than~~AMB ~~had~~Option ~~been~~to AMB Packaging to subscribe for 96,000,000 Shares at HK$2.50 ~~expected~~per Share at any time up to 12:00 noon on 31 December 2005. ~~The~~ ~~North~~Further ~~American~~details of ~~restructuring~~the isAMB ~~proceeding~~Option ~~well~~are ~~with~~set ~~four~~out ~~facilities~~in ~~now~~the ~~closed~~joint announcement dated 10 December 2004 and the circular of the Company dated 31 December 2004.

~~The~~In ~~impact~~view ~~from~~of ~~both~~ the transactions ~~footprint~~contemplated ~~restructuring~~under the Acquisition and ~~pricing~~the ~~initiatives~~Subscription, isAMB ~~expected~~Packaging does not intend to beexercise ~~more~~the ~~evident~~AMB Option on or before 31 December 2005. Instead, the Company and AMB Packaging entered into the Further Subscription Agreement, which involves the same number of Shares and the exercise price under the AMB Option, in order to supersede the ~~second~~AMB ~~half~~Option and bundle the Acquisition and the Subscription together. The AMB Option has thereby lapsed. Details of the Further Subscription Agreement are set out below:

~~In Latin America, volumes~~Date: 23 ~~grew~~December by 7% on a comparable business basis and 39% including the acquisitions of Arca in Mexico and the Alcoa PET operations. Earnings for the region were up significantly, reflecting in particular the successful integration of the Alcoa PET business, as well as strong performances from most countries in the region.2005

InParties: (i) The ~~Mexico~~Company ~~volumes~~as ~~exceeded expectations~~issuer; and earnings were higher although the ARCA integration is behind schedule. In Brazil, the management team has successfully implemented a footprint and cost reduction program that resulted in an earning performance up significantly over the prior year.

~~While~~(ii) AMB ~~most~~Packaging of(or ~~the~~its ~~growth~~nominee) ~~in Latin~~as America came in the still expanding CSD/water segments, custom volumes continue to play a significant role in the Latin American results. New conversion opportunities in food and custom beverage products will impact results in the next half year.subscriber

InAs ~~Europe,~~AMB ~~volumes~~Packaging ~~were~~is ~~down~~a ~~5%. This~~substantial ~~had~~Shareholder ainterested ~~significant~~in ~~impact~~approximately ~~on earnings~~16.67% ~~which~~of ~~were~~the ~~substantially lower.~~ existing ~~Volume~~issued ~~comparisons~~share tocapital ~~prior~~of ~~year~~the ~~are~~Company ~~impacted~~as byat the ~~extremes~~date of ~~an unseasonably~~this ~~hot~~announcement, ~~summer~~it inis a ~~2003~~connected ~~versus~~person aof ~~cool~~the ~~2004 summer~~Company.

~~There~~Further was also increased competitive activities from Eastern European converters. Ongoing confusion generated by the recycling regulations in Germany has not helped the business and the higher margin refillable PET container volumes were down substantially over the prior year.Subscription

~~The~~Pursuant ~~custom~~to ~~business,~~the inFurther ~~particular~~Subscription ~~multilayer~~Agreement, ~~products~~the ~~including~~Company ~~beer~~conditionally ~~containers~~agreed ~~continues~~ to ~~deliver strong~~allot ~~volume~~and ~~growth. Additionally,~~issue ~~the~~and ~~PET~~AMB ~~recycling~~Packaging ~~facility~~conditionally inagreed ~~France~~to ~~continues~~subscribe ~~its~~for ~~strong~~96,000,000 ~~performance~~new ~~with~~Shares ~~earnings~~at upthe ~~significantly~~Issue ~~over~~Price ~~the~~of ~~prior~~HK$2.50 ~~year~~per Further Subscription Share.

The ~~outlook~~Further ~~for~~Subscription Shares represent 20% of the ~~second~~existing issued share capital of the Company, ~~half~~approximately 16.7% of the ~~year~~issued isshare ~~positive. Earnings~~capital of the Company as enlarged by ~~are~~the ~~expected~~allotment toand ~~exceed~~issue of the ~~first~~Further ~~half~~Subscription ~~due~~Shares toand approximately 13.4% of the ~~inherent~~issued ~~seasonality~~share capital of the Company as enlarged by the allotment ~~business~~and issue of the Consideration Shares, the Subscription Shares and the Further Subscription Shares.

3The Issue Price

	July/Dec	July/Dec
	2003	2004
	A$m	A$m
Net Sales (mill)	1,270	1,315
Change (%)		3.5
PBITA (mill)	163.0	174.6
Change (%)		7.1
Operating Margin (%)	12.8	13.3
Average funds invested (mill)	1,839	1,812
PBITA/AFI (%)	17.7	19.3

The Issue Price of HK$2.50 per Further Subscription Share was determined after arm’s length negotiations between the Company and the Subscriber and is equal to the exercise price of the AMB Option previously granted to AMB Packaging pursuant to the Subscription and Option Agreement dated 9 December 2004 and entered into between the Company and AMB Packaging (further details of which are set out in the joint announcement dated 10 December 2004 and the circular of the Company dated 31 December 2004).

~~Amcor~~The ~~Australasia~~Issue ~~had~~Price aof ~~good~~HK$2.50 ~~first~~per ~~half~~Further ~~with~~Subscription ~~sales rising 3.5% to $1~~Share,~~315~~ ~~million~~which ~~and~~is ~~PBITA~~equal ~~increasing~~to ~~7.1% from~~the ~~$163~~exercise ~~million~~price tofor ~~$174.6 million. Return~~the onAMB ~~funds invested continued to improve~~Option, ~~increasing from 17.7% to 19.3%.~~represents:

~~The~~(a) a ~~Australasian~~discount ~~business continues~~of toapproximately ~~take~~52.8% ~~costs~~to ~~out~~the ~~and~~closing ~~restructure~~price ~~its~~of ~~operations~~HK$5. In30 per ~~this~~Share ~~half~~as aquoted ~~divisional~~on ~~restructure was implemented, reducing~~ the ~~number~~Stock ofExchange ~~divisions~~on ~~from~~20 ~~six~~December ~~to five~~2005, being ~~Fibre Packaging (including Cartons Converting), Paper & Board (including~~ the ~~Cartonboard~~ ~~Mill), Flexible Packaging (including Sacks & Functional Coatings),~~last ~~Rigid~~trading ~~Packaging~~day ~~(including~~immediately ~~Metal~~preceding ~~Packaging,~~the ~~PET~~date ~~and~~of ~~Closures) and Glass. This will reduce to four with Glass moving into~~ the ~~Rigid~~Further ~~Packaging within 12 to 18 months.~~Subscription Agreement;

~~One-off~~(b) a ~~costs~~discount of ~~restructuring~~ ~~for~~approximately ~~the~~50.7% ~~period~~to ~~were~~the ~~offset~~average byof athe ~~profit~~closing prices onof the ~~sale~~Shares of ~~properties~~HK$5. ~~The~~07 ~~resultant~~per ~~profit~~Share ~~impact was~~as aquoted ~~modest~~on ~~positive~~the ~~contribution~~Stock ~~and~~Exchange ~~compares~~for the tolast afive ~~similar~~trading ~~net~~days ~~profit~~up ~~impact of~~to ~~property sales~~ and ~~restructure~~including ~~costs~~20 ~~last~~December ~~year.~~2005;

In the Fibre Packaging segment, corrugated box volumes were down slightly. In Australia volumes were adversely impacted by the drought affecting fruit and produce markets, a soft industrial segment and the increase in the use of returnable plastic crates, which were only partly offset by continued growth in the meat segment. New Zealand volumes were adversely impacted by the loss of a major customer. Carton volumes were up slightly, with gains in both Australia and New Zealand. Earnings for the Fibre Packaging segment increased slightly, with sound control of costs and the full impact of benefits of previous restructuring.3

~~The~~(c) a ~~Paper~~discount &of ~~Board~~approximately ~~segment experienced~~7.4% ~~lower volumes~~ to ~~Fibre~~the ~~Packaging~~closing ~~and~~price ~~lower~~of ~~export tonnages in both Packaging Papers and Cartonboard~~HK$2. ~~Increased~~7 ~~operating~~per ~~costs~~Share ~~associated~~as ~~with~~quoted aon ~~maintenence shutdown at~~ the ~~Botany~~Stock ~~Mill~~Exchange ~~and the~~on ~~start~~8 upDecember of2004, being the ~~new~~last trading ~~wet~~date ~~end~~immediately atbefore the ~~Cartonboard~~strategic ~~mill,~~investment ~~added~~by toAMB ~~the~~Packaging ~~impact of~~in ~~lower~~the ~~volumes,~~Company ~~and profit~~ was ~~down~~announced; ~~on the same period last year.~~and

~~Sales~~(d) a ~~volumes~~premium inof approximately 106.6% over the unaudited net tangible ~~Flexibles~~asset ~~Division~~value ~~increased~~per ~~modestly~~Share of approximately HK$1.21, ~~with~~based ~~resin~~on ~~cost~~the ~~increases~~unaudited ~~largely~~net ~~recovered. With~~tangible asset value of the ~~increased~~Group ~~volume~~of ~~and~~approximately HK$578.6 million as at 30 ~~cost~~June ~~savings~~2005 ~~arising~~as ~~from~~shown in the ~~restructure~~interim report of the ~~NSW~~Company ~~business,~~for ~~earnings increased. The~~the ~~Functional~~six ~~Coatings~~months ~~business,~~ended ~~now~~30 ~~part~~June of2005 ~~Flexibles~~and 480,000,000 ~~also~~Shares ~~experienced~~in ~~strong~~issue ~~market~~as ~~conditions~~at ~~and earnings~~the ~~improvement~~date of this announcement.

InThe ~~Rigid~~Directors ~~Packaging,~~consider ~~earnings~~that ~~increased~~the asterms ~~most~~of ~~business~~the ~~segments~~Further ~~experienced~~Subscription ~~increased~~Agreement ~~volumes. The~~(including ~~Beverage~~the ~~Can~~Issue ~~business~~Price) ~~achieved~~is fair ~~strong~~and reasonable and is in the interests of the Company and the Shareholders ~~volume~~as ~~growth~~a ~~with~~whole ~~particularly~~in ~~good~~view ~~growth~~of the role of Amcor Group in the ~~carbonated~~future ~~soft~~development ~~drink~~of the ~~multipacks~~Group, ~~and~~the ~~ready-~~right of AMB Packaging to~~-drink~~ ~~segments~~use HK$2. 50 per Share to subscribe for ~~Plant~~96,000,000 ~~efficiencies~~Shares ~~also~~under ~~improved~~the ~~with~~AMB Option which was previously granted to AMB Packaging under the ~~full~~Subscription ~~benefit~~and ~~from~~Option ~~changing~~Agreement dated 9 December 2004, ~~over~~and tothe inter-dependence between the ~~new~~Acquisition, ~~202~~the ~~end. Volumes~~Subscription inand the ~~Food~~Further ~~Can~~Subscription ~~business~~which ~~were~~are ~~lower~~bundled ~~with~~together ~~poor~~to ~~crops~~take ~~affecting~~place contemporaneously. ~~canning~~The ~~but~~independent anboard ~~improved~~committee of the Company will also ~~sales~~seek ~~mix,~~the ~~combined~~view ~~with~~of ~~further~~the ~~cost~~independent ~~reductions,~~financial ~~led~~adviser as to ~~higher~~the ~~earnings~~fairness and reasonableness of the Further Subscription.

~~The PET business continues to~~Conditions ~~operate~~of ~~in a very competitive market and although some volume increase was achieved in New Zealand, poor efficiencies in~~ the NZFurther ~~plant led to reduced earnings. Volumes in the Closures business increased, with good gains in plastic closures for carbonated soft drinks and earnings improved as a result.~~Subscription

~~The~~AMB ~~second~~Packaging ~~furnace~~undertook ~~at Amcor~~to ~~Glass~~subscribe ~~commenced~~(or ~~operations~~to ~~ahead~~procure ofits ~~schedule~~nominee into ~~December,~~subscribe) ~~and~~for the ~~additional capacity~~Further ~~improved flexibility in satisfying increased demand. This increased volume together with sound~~Subscription ~~operating~~Shares ~~efficiencies,~~when ~~meant that~~ the ~~profit~~following ~~for~~conditions ~~the~~have ~~half~~been ~~was significantly up on last year.~~fulfilled:

~~Business~~(i) the ~~conditions~~Independent ~~overall~~Shareholders passing at the EGM the ~~generally~~resolutions ~~remain~~approving ~~positive~~the Further Subscription Agreement and ~~higher~~the ~~earnings~~allotment ~~are~~and issue ~~anticipated~~of ~~for~~the Further Subscription Shares, and the ~~full~~Whitewash ~~year result.~~Waiver;

4(ii) the Whitewash Waiver in relation to the acquisition of the Further Subscription Shares having been granted by the Executive in accordance with the Takeovers Code;

	July/Dec	July/Dec	July/Dec	July/Dec
	2003	2004	2003	2004
	A$m	A$m	€m	€m
Net Sales (mill)	1,067	1,205	631	699
Change (%)		12.9		10.8
PBITA (mill)	59.4	68.4	35.2	39.7
Change (%)		15.2		12.8
Operating Margin (%)	5.6	5.7	5.6	5.7
Average funds invested (mill)	1,290	1,494	763	866
PBITA/AFI (%)	9.2	9.2	9.2	9.2
Average exchange rate $A/€	0.59	0.58

(iii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Further Subscription Shares;

~~Amcor~~(iv) the ~~Flexibles~~Sale ~~had~~and aPurchase ~~good first~~Agreement ~~half~~becoming ~~with~~unconditional ~~PBITA in Euro terms up 12.8% to €39.7 million. Sales increased by 10.8% to €699~~(except ~~million. Return~~the onfulfillment ~~funds~~of ~~invested~~this ~~was maintained~~reciprocal atcondition ~~9.2%.~~therein); and

~~The key drivers in~~ (v) the ~~profit improvement~~Subscription ~~were~~Agreement abecoming ~~full~~unconditional ~~period~~(except ~~benefit from~~ the ~~Rexam medical flexible~~ ~~acquisition~~fulfillment of ~~October~~this ~~2003~~reciprocal ~~and~~condition ~~the initial benefits from the substantial restructuring programme currently underway~~therein).

~~During~~None ~~the~~of ~~half,~~ the ~~plant~~conditions inabove ~~The~~are ~~Netherlands~~waivable. ~~was~~If ~~closed~~any ~~and there was substantial progress in the restructure~~ of the ~~administration~~conditions ~~and~~set ~~marketing~~out ~~functions. Significant~~above ~~items~~has ~~for~~not ~~the~~been ~~half~~satisfied ~~were €8.8~~on ~~million~~or ~~and~~before ~~it is anticipated that the total restructuring spend will be around €60 - €65 million. The full year benefits of this programme are anticipated to be around €~~30 ~~million~~June 2006, ~~with~~or ~~a little~~such ~~under~~other ~~half~~date ofas ~~this amount realised in~~ the ~~current~~Group ~~year. At~~and ~~this~~AMB ~~stage~~Packaging ~~537 employees have left the~~may ~~business~~agree ~~out~~in ~~of a projected total of 650~~writing, ~~with~~ the ~~balance~~Further toSubscription beAgreement ~~completed~~will ~~by April~~cease and terminate.

~~Across the division, raw~~Further ~~material~~Subscription costs increased significantly and robust measures were put in place to recover these via increases in sale prices. Although all parts of the business were diligent in their approach, there was some negative earnings impact due to the lag effect of some contracted volumes.Completion

Further ~~price~~Subscription Completion ~~increases~~shall ~~have occurred,~~take ~~effective~~place ~~from~~contemporaneously ~~January~~with ~~2005,~~Completion and ~~recovery programmes are underway,~~Subscription ~~although there is likely to be some impact in the third quarter~~Completion. ~~It is unclear how prices will move going forward, but a process is firmly established to recover raw material cost increases and minimise the impact on margins.~~

~~Additionally~~Ranking of the ~~stronger euro~~Further ~~negatively~~Subscription ~~impacted margins on export volumes.~~Shares

The ~~Fresh~~Further ~~Food~~Subscription Shares, ~~sector~~when ~~had~~issued, awill rank pari passu ~~solid~~in ~~first~~all ~~half~~respects ~~with~~among ~~good~~themselves ~~growth~~and ~~across~~with athe ~~number~~Shares ofin ~~segments. The~~issue ~~European~~as ~~Healthcare~~at ~~business~~the ~~had~~date aof ~~satisfactory~~allotment ~~first~~and ~~half~~issue ~~with~~of athe ~~good~~Further ~~contribution~~Subscription ~~from~~Shares, including the ~~Rexam~~right ~~Medical~~to ~~Flexibles~~receive ~~acquisition. The~~all ~~Americas~~future dividends and distributions which may be declared, made or ~~business~~paid ~~continues~~by tothe ~~deliver~~Company ~~good~~on ~~performances~~or after the date of allotment and issue of the Further Subscription Shares.

The Processed Food sector remains very competitive and the operational performance of some plants continues to be disappointing. Detailed plans are in place to address the performance issues and much of the restructuring currently underway is targeted in this sector.Mandate

~~Construction~~The ofFurther ~~a new Russian~~Subscription ~~facility~~Shares ~~remains~~will onbe ~~target~~issued pursuant to ~~start~~the upspecific inmandate ~~the~~to ~~summer~~be ofsought ~~2005~~at the EGM.

~~The~~SHAREHOLDING ~~overall~~STRUCTURE ~~outlook~~OF ~~for~~THE the second half remains challenging, with the continuing need to recover raw material cost increases a priority, together with improved operational performance at a small number of plants. Although economic conditions across much of continental Europe remain difficult, overall volume demand is showing some signs of recovery with forward order books improving and we have been successful in winning substantial new business in key markets. It is fully expected that returns will continue to improve in the second half.COMPANY

5The following table illustrates (i) the existing shareholding structure of the Company; (ii) the shareholding structure of the Company immediately following Completion; (iii) the shareholding structure of the Company immediately following Completion and Subscription Completion; (iv) the shareholding structure of the Company immediately following Completion, Subscription Completion and Further Subscription Completion; (v) the shareholding structure of the Company immediately following Completion, Subscription Completion, Further Subscription Completion and restoration of public float:

	July/Dec	July/Dec	July/Dec	July/Dec
	As at the date of this announcement		Immediately following Completion (before restoration of public float)		Immediately following Completion and Subscription Completion (before restoration of public float)		Immediately following Completion, Subscription Completion and Further Subscription Completion (before restoration of public float)		Immediately following Completion, Subscription Completion, Further Subscription Completion and after restoration of public float
	2003	2004	2003	2004
Shareholder	No. of Shares (000)	%	No. of Shares (000)	%	No. of Shares (000)	%	No. of Shares (000)	%	No. of Shares (000)	%
	A$m	A$m	US$m	US$m
Mr. Li	276,728	57.6	276,728	46.0	276,728	44.8	276,728	38.7	218,260	30.5
Net Sales (mill)	582	625	400	457
Lee Cheuk Yin, Dannis, an executive Director	3,272	0.7	3,272	0.5	3,272	0.5	3,272	0.5	3,272	0.5
Change (%)		7.4		14.3
Amcor Group	80,000	16.7	201,200	33.5	217,870	35.3	313,870	44.0	313,870	44.0
PBITA (mill)	32.8	40.2	22.5	29.3
Amcor Group and its concert parties	360,000	75.0	481,200	80.0	497,870	80.6	593,870	83.2	535,402	75.0
Change (%)		22.6		30.2
Public Shareholders	120,000	25.0	120,000	20.0	120,000	19.4	120,000	16.8	178,468	25.0
Operating Margin (%)	5.6	6.4	5.6	6.4
Total:	480,000	100.0	601,200	100.0	617,870	100.0	713,870	100.0	713,870	100.0
Average funds invested (mill)	466	451	320	330
PBITA/AFI (%)	14.1	17.8	14.1	17.8
Average exchange rate $A/US	0.69	0.73

~~Amcor~~LISTING ~~Sunclipse~~RULES sales in local currency terms were up 14.3% for the six months benefiting from both higher prices and increased volumes. Although gross profit margins declined, particularly in the distribution business, earnings for the business were up 30.2% compared to the first half of last year and return on funds invested was 17.8%.IMPLICATIONS

The ~~business~~Acquisition constitutes a major transaction for the Company under the Listing Rules. The Vendor, through AMB Packaging, is ~~divided~~a ~~into~~substantial ~~manufacturing~~Shareholder ~~and~~interested ~~distribution~~in 80,000,000 Shares, representing approximately 16. ~~Distribution~~67% ~~includes~~of ~~all~~the ~~types~~issued share capital of ~~industrial~~the ~~packaging~~Company. ~~including~~Accordingly, ~~flexible~~the ~~packaging~~Acquisition also constitutes a connected transaction for the Company and is therefore subject to ~~janitorial~~the ~~supplies~~approval of the Independent Shareholders by poll at the EGM. ~~Manufacturing produces~~ ~~corrugated~~Each ~~sheets~~of the Subscription and ~~converts~~Further ~~them~~Subscription ~~into~~also ~~boxes~~constitutes a connected transaction for the Company and is ~~predominantly~~subject to the approval of the Independent Shareholders ~~located~~by inpoll ~~California~~at the EGM.

~~The~~Immediately ~~corrugated~~upon ~~business~~Completion, ~~had~~Subscription aCompletion and Further ~~strong~~Subscription ~~first~~Completion, ~~half~~less ~~with~~than ~~earnings~~25% ~~well~~of upthe onenlarged issued share capital of the ~~same~~Company ~~period~~will ~~last~~be ~~year~~in the hands of the public. ~~Volumes~~ ~~for~~In this regard, Mr. Li will, as one of the ~~half~~conditions ~~were~~precedent upto the Acquisition, ~~although~~the ~~this~~Subscription and the ~~was~~Further ~~helped~~Subscription, bygive aan ~~competitor~~undertaking ~~who~~to ~~had~~dispose aof ~~corrugator~~such ~~down~~number ~~for~~of ~~two~~Shares on ~~months. Market~~or ~~demand~~before ~~has~~Completion, ~~generally~~Subscription ~~been~~Completion ~~improving~~and Further Subscription ~~since~~Completion ~~March~~to ~~2004~~independent third parties not connected with the chief executive, directors or substantial shareholders of the Company and its subsidiaries or any of their respective associates in order to ensure that the minimum public float requirement will be met in accordance with the Listing Rules.

~~Over~~It is the ~~past~~intention 12of ~~months~~the ~~there were~~Board ~~two~~and ~~cost~~Amcor ~~increases~~Group ofthat ~~around~~the ~~$50~~Company ~~per~~will remain ~~tonne~~listed on the Stock Exchange after Completion, ~~one~~Subscription inCompletion and ~~February~~Further ~~2004~~Subscription Completion. Each of Amcor Group and Mr. Li will undertake to the Stock Exchange to take appropriate steps to ensure that not ~~other~~less inthan ~~June~~25% ~~2004~~of the issued Shares will be held by the public. ~~These~~ ~~were~~In ~~both~~this regard, ~~successfully~~as ~~recovered~~a ~~through~~condition ~~price~~precedent ~~increases~~to byeach of the ~~corrugated~~Acquisition, ~~business~~Subscription and Further Subscription, Mr. ~~Volumes~~ ~~are~~Li ~~expected~~will give an undertaking to ~~remain~~dispose ~~solid~~of ~~for~~such ~~the balance~~number of ~~the~~his ~~year~~Shares on or before Completion, ~~but~~Subscription atCompletion aand ~~lower~~Further ~~growth~~Subscription Completion ~~rate~~in ~~than~~order ~~for~~to ensure that the ~~first~~minimum ~~half~~public float requirement will be met in accordance with the Listing Rules.

The ~~manufactured~~Stock ~~products group~~Exchange ~~had~~has astated ~~strong~~that ~~six~~it ~~months~~will ~~with~~closely ~~increased~~monitor dealings ~~costs~~in ~~substantially~~the ~~passed~~Shares ~~through to~~on ~~customers~~the Stock Exchange. ~~Earnings~~ ~~were~~If the Stock Exchange believes ~~significantly~~that up(i) ona ~~the~~false ~~same~~market ~~period~~exists ~~last~~or ~~year~~may ~~with~~exist ~~good~~in ~~improvement~~the ~~across~~trading ~~most~~ of the ~~operations. The~~Shares; ~~business~~or ~~continues~~(ii) tothere ~~work~~are ontoo ~~its~~few ~~cost~~Shares ~~base~~in ~~and~~public onhands ~~managing~~to ~~capacity~~maintain ~~where~~an ~~appropriate~~orderly market, then it will consider exercising its discretion to ~~help~~suspend ~~improve~~trading ~~margins~~in the Shares.

~~Distribution~~TAKEOVERS ~~consists~~CODE ~~of 36 operations across 14 states in the US and four in Mexico. A distributor was acquired in New Jersey to further expand the footprint on the east coast.~~IMPLICATIONS

~~The~~Amcor ~~distribution~~Group ~~business~~is ~~had~~ a ~~solid~~substantial ~~six~~Shareholder ~~months~~interested ~~with~~in ~~volumes~~80,000,000 Shares, ~~higher~~representing ~~but~~approximately ~~lower~~16.67% ~~margins~~of ~~due~~the tototal issued share capital of the ~~lag~~Company. Apart from the transactions as contemplated under the Sale and Purchase Agreement, the Subscription Agreement and the Further Subscription Agreement, the Vendor, the Subscriber, AMB Packaging and the parties acting in ~~passing~~concert ~~through~~with ~~price~~any ~~increases~~of ~~across~~them adid ~~broad~~not ~~range~~deal in any Shares within six months immediately prior to the date of ~~products~~the Sale and Purchase Agreement, the Subscription Agreement and the Further Subscription Agreement and up to the ~~customers~~date of this announcement. ~~Although~~ Immediately following Completion, Subscription Completion, Further Subscription Completion and after restoration of the ~~situation~~25% public isfloat, the shareholding of Amcor Group and the parties acting in concert ~~starting~~with it will remain unchanged at 75%. As Amcor Group will increase its equity interests from 80,000,000 Shares, representing approximately 16.7% of the voting rights, to ~~stabilise~~313,870,000 ~~there~~Shares, ~~are~~representing ~~still~~approximately ~~further~~44.0% ~~cost~~of ~~increases~~the voting ~~expected~~rights inof the Company as enlarged by the allotment and issue of the ~~plastic~~Consideration Shares, the Subscription Shares and ~~resin~~the ~~based~~Further ~~products~~Subscription Shares, under Rule 26.1 of the Takeovers Code, Amcor Group is required to make a mandatory general offer for all the issued Shares (other than those Shares already owned or agreed to be acquired by them), unless the Whitewash Waivers are obtained.

~~With~~Amcor Group will make an application to the ~~present~~Executive ~~demand~~for the Whitewash ~~outlook~~Waivers ~~earnings~~in ~~are~~respect ~~expected~~of the issue of the Consideration Shares, the Subscription Shares and the Further Subscription Shares, subject to bethe ~~higher~~approval inof the Independent ~~second~~Shareholders ~~half~~on ~~than~~a ~~for~~vote by poll. The Executive may or may not grant the ~~same~~Whitewash Waivers. Completion of each of the ~~period~~Sale ~~last~~and ~~year~~Purchase Agreement, the Subscription Agreement, and the Further Subscription Agreement is conditional upon, among other things, the granting of the Whitewash Waivers by the Executive. If the Whitewash Waivers are not granted by the Executive, the Sale and Purchase Agreement, the Subscription Agreement and the Further Subscription Agreement will lapse.

6REASONS FOR AND BENEFITS OF THE ACQUISITION

	July/Dec	July/Dec		July/Dec	July/Dec
	2003	2004		2003	2004
	A$m	A$m		€m	€m
Net Sales (mill)	516	500		305	290
Change (%)		(3.1	)		(4.9	)
PBITA (mill)	51.9	48.1		30.7	27.9
Change (%)		(7.3	)		(9.1	)
Operating Margin (%)	10.1	9.6		10.1	9.6
Average funds invested (mill)	745	769		441	446
PBITA/AFI (%)	13.9	12.5		13.9	12.5
Average exchange rate $A/€	0.59	0.58

The Group is principally engaged in the printing and manufacturing of high quality cigarette packaging and laminated papers in the PRC.

~~Amcor~~As ~~Rentsch~~mentioned in the prospectus of the Company dated 16 March 2004, the cigarette industry is closely regulated by the PRC government. State Tobacco Monopoly Administration (“STMA”) is the government authority responsible for promulgating and enforcing the laws and policy relating to the cigarette industry in the PRC. In order to enhance the competitiveness of the cigarette manufacturers in the PRC, STMA has adopted a reform policy for consolidating the cigarette industry in the PRC as a result of which the number of cigarette manufacturers has been greatly reduced from about 104 in 2001 to about 80 in 2004. It is estimated by the Board that at present there are only about 40 cigarette manufacturers in the PRC. In light of the continuous trend of consolidation, those existing cigarette manufacturers in the PRC are actively launching new brands, renewing the package designs for their existing brands and/or looking for mergers and acquisitions so as to preserve and strengthen their competitiveness and market shares.

~~Amcor~~The ~~Rentsch~~cigarette manufacturing industry in the PRC is therefore dominated by a few sizeable manufacturers, each of which ~~produces~~usually engages only two to five ~~folding~~key ~~cartons~~cigarette ~~principally~~packaging printing companies. The ongoing consolidation of the cigarette industry in the PRC will inevitably affect the competitive landscape and business prospects of cigarette printing companies. In view of the rapidly changing business environment in the cigarette industry in the PRC, the Group intends to actively pursue acquisition strategy for accelerating its growth to become a market leader in the ~~tobacco~~manufacturing and printing of cigarette packaging products in the PRC. As mentioned in the circular of the Company dated 31 December 2004 in relation to the subscription for new Shares by, and the grant of the AMB Option to, Amcor Group, the Group and Amcor Group wish to explore possible synergies and cooperation opportunities amongst their respective businesses to further enhance the business of the Group. Given the fact that the cigarette industry in the PRC is undergoing consolidation, ~~had~~it is the common objective of both the Group and Amcor Group that the Group be further developed and expanded to become the market leader in the manufacturing and printing of cigarette packaging and laminated papers in the PRC instead of pursuing their respective development and expansion plans by procuring potential target companies for acquisition on their own. The Board expects that the Acquisition will provide a ~~solid~~strategic ~~first~~opportunity ~~half~~for the Group to establish its cigarette ~~with~~packaging ~~higher~~printing ~~earnings~~business ~~despite~~in Beijing and Qingdao to leverage upon the existing business platform established by Amcor Group where the Group currently does not have operations. As the cigarette packaging industry in the PRC is currently segmented by geography, the Acquisition will enable the Group to expand its business into the northern part of China, diversify the Group’s revenue base and generate synergies for both the Group and Amcor Group as a result of sharing of resources (such as technological know-how, printing machinery, shared marketing and sales ~~being~~force) 7%as ~~lower~~well atas ~~€154~~the economies of scale.3 Given ~~million~~the background of Amcor Group as one of the largest producers of tobacco packaging in the world (further details of which are set out in the paragraph headed “Information on Amcor Group” below), the combination of the Group and Amcor Group would create a unique and strategic position in terms of market positioning. Besides, the Group will secure capital and technological support which are necessary to attract high quality and sizeable targets and/or other strategic market participants for further business expansion and consolidation. With the strategic partnership with Amcor Group, the Board envisages that it will be easier for the Group to obtain the support of cigarette manufacturers, which is generally desirable, for any possible acquisitions the Company might wish to consider in the future. Furthermore, it is expected that significant long term benefits can be obtained through mergers and acquisitions under the Amcor umbrella as well as further enhancement of the combination of Amcor Group’s expertise and global reach and the Group’s knowledge of the cigarette packaging and printing market in the PRC. Through merging Amcor Group’s existing assets in northern China with those of the Group in southern China and consolidating the Amcor Group’s position as an international strategic partner, the Group is confident that it can cope with the challenges amid the changing business environment and will move one step closer to its goal of becoming the leader in manufacturing of cigarette packaging products in the PRC. Accordingly, the Board considers that the Acquisition is in line with the business development of the Group, and is in the interests of the Company and the Shareholders as a whole.

~~The~~REASONS ~~lower~~FOR ~~sales~~THE ~~were~~SUBSCRIPTION, aTHE ~~result of~~FURTHER ~~reduced consumption in Germany and France due to significant retail price~~SUBSCRIPTION ~~increases~~AND ~~driven~~USE byOF ~~tax increases implemented in January 2004.~~PROCEEDS

~~Both~~The ~~these~~Subscription ~~markets~~together with the Further Subscription will enable ~~experienced~~Amcor ~~strong~~Group ~~volumes~~to increase its strategic interests in the ~~first~~Group ~~half~~thereby consolidating ofits ~~the~~control ~~previous~~after ~~year~~Completion ~~due~~while providing additional financial resources to athe Group for further business expansion. As such, the Directors ~~bringing~~consider ~~forward~~that the Subscription and the Further Subscription are in the interests of ~~orders~~the ~~pending~~Company and the ~~tax~~Shareholders ~~increase~~as a whole.

~~Profit~~The ~~improvement~~net ~~resulted~~ proceeds from athe ~~lower~~Subscription ~~cost~~and ~~structure~~the ~~following~~Further ~~the~~Subscription, after ~~closure~~deduction of ~~the~~all ~~plant~~related inexpenses, ~~Dublin~~of ~~and~~approximately HK$293 million, are ~~improved~~intended ~~alignment~~to be applied to finance any capital investment as may be identified by the Group and/or as general working capital of the ~~plant~~Group ~~production~~for ~~with~~further business ~~customer~~expansion ~~demand~~purposes. ~~avoiding~~At present, the Group has not identified any ~~excessive~~business ~~transport~~for ~~costs~~investment and/or ~~plant~~expansion ~~overtime~~purposes ~~penalties~~and no agreement for any investment has been reached. Further announcement will be made by the Company as and when necessary in compliance with the Listing Rules and/or Takeovers Code.

~~During~~INFORMATION ~~this~~ON ~~first~~BELLGATE ~~half~~INTERNATIONAL ~~the business~~LIMITED ~~successfully started up the second press in Portugal and the fifth~~AND ~~press~~TARGET ~~in Russia and both are running profitably.~~SUBSIDIARIES

Bellgate International Limited is an investment holding company incorporated in the British Virgin Islands with limited liability, the entire issued share capital of which is beneficially owned by the Vendor. As aat ~~result~~the date of this ~~fifth~~announcement, Bellgate International Limited has not yet commenced ~~press~~business. ~~all~~The registered capitals of ~~Amcor’s~~Beijing ~~Russian~~Leigh-Mardon ~~demand~~Pacific ~~will~~Packaging Co., ~~now~~Ltd. beand ~~produced~~Qingdao atLeigh-Mardon Packaging Co., Ltd. are currently indirectly and beneficially owned as to 83% and 60% respectively by the ~~Russian~~Vendor. The ~~plant~~remaining equity interests in the Target Subsidiaries which are not beneficially owned by the Vendor are held by independent third parties not connected with the directors, chief executive or substantial shareholders of the Company and its subsidiaries or any of their respective associates. ~~Competitors~~ ~~have~~As ~~also~~a condition ~~installed~~precedent to the Acquisition, Bellgate International Limited shall at ~~new~~the ~~capacity~~time of Completion be indirectly and beneficially interested in ~~Russia~~83% of the registered capital of Beijing Leigh-Mardon Pacific Packaging Co., Ltd. and ~~this~~60% of ~~market~~the isregistered ~~now~~capital ~~well~~of ~~supplied~~Qingdao ~~locally~~Leigh-Mardon Packaging Co., Ltd., which will be its only assets.

~~The~~Beijing ~~business~~Leigh-Mardon ~~continues~~Pacific toPackaging Co., Ltd. is a sino-foreign ~~prepare~~equity ~~for~~joint venture established in the ~~introduction~~PRC in 1995 with a registered capital of ~~graphic~~US$13.0 ~~health~~million ~~warnings~~and is principally engaged in ~~response~~the toprinting ~~new~~and EUsale of ~~legislation~~cigarette packages in Beijing, the PRC. ~~This~~ ~~new~~Qingdao ~~legislation~~Leigh-Mardon ~~will~~Packaging Co., ~~benefit~~Ltd. is also a sino-foreign equity joint venture established in the ~~leading~~PRC ~~suppliers~~in 1993 with a registered capital of US$15.5 million and is principally engaged in the printing and sale of cigarette packages in Qingdao, ~~including~~PRC. ~~Amcor~~Based ~~Rentsch~~on their respective unaudited financial statements for the year ended 31 December 2003 obtained by the Directors, ~~who~~the ~~have~~combined turnover of the ~~capability~~Target Subsidiaries was toapproximately ~~manage~~RMB309.6 ~~this~~million, ~~new~~and ~~level~~the combined net profit before tax and minority interests, and net profit after tax and minority interests of ~~product~~the Target ~~complexity~~Subsidiaries were approximately RMB46.8 million and RMB25.2 million respectively. The attributable net asset value of the Target Subsidiaries as at 31 December 2003

~~The outlook for the balance of the year remains good and although sales will be lower, profit is expected to be higher.~~4

~~Amcor~~was ~~Closures~~approximately RMB234.2 million. Based on their respective unaudited financial statements for the year ended 31 December 2004, the combined turnover of the Target Subsidiaries was approximately RMB325.9 million, and the combined net profit before tax and minority interests, and net profit after tax and minority interests of the Target Subsidiaries were approximately RMB46.1 million and RMB19.7 million respectively. The attributable net asset value of the Target Subsidiaries as at 31 December 2004 was approximately RMB236.7 million. Furthermore, based on the unaudited management account of the Target Subsidiaries obtained by the Directors, cash and cash equivalents (including bills receivable) amounted in total to approximately RMB176.0 million as at 30 June 2005. Shareholders and potential investors should note that the above unaudited financial figures are subject to audit and the audited figures for Bellgate International Limited and the Target Subsidiaries will be included in the circular of the Company to be despatched.

~~The~~According ~~Closures~~to ~~business~~the respective articles of association of the Target ~~consists~~Subsidiaries, Amcor Group is entitled to appoint four out of 12a ~~metal~~total of six directors to the board of directors of Beijing Leigh-Mardon Pacific Packaging Co., Ltd., and ~~plastic~~three ~~closures~~out ~~plants~~of ina 10total ~~countries~~of ~~including~~five directors to the board of directors ~~Bericap~~of ~~joint~~Qingdao ~~venture~~Leigh-Mardon Packaging Co., Ltd.

~~Sales~~INFORMATION ~~for~~ON ~~the~~AMCOR ~~Amcor Closures business were down 3% with profit also lower.~~GROUP

The Vendor is a company incorporated in Victoria, Australia and is an indirect wholly owned subsidiary of Amcor ~~Whitecap~~Limited, ~~business~~which is principally engaged in the manufacture and sale of tobacco packaging and corrugated fibre containers. The shares of Amcor Limited are listed on the Australian Stock Exchange Limited and, in the form of American Depositary Shares evidenced by American Depositary Receipts on the NASDAQ National Market System in the United States. Amcor Group, with headquarters in Melbourne, Australia, is one of the largest companies in Australia in terms of market capitalisation and it is one of the members of the Australian All Ordinaries Index. As at 19 December 2005, Amcor Group had a ~~difficult~~market ~~half~~capitalisation ~~with~~of ~~volumes~~approximately ~~down~~AUD6.4 5%billion. ~~mainly~~Amcor Group ~~due~~is toalso ~~poor~~one ~~weather~~of ~~resulting~~the world’s largest packaging companies having over 240 plants in ~~lower~~39 ~~harvest~~countries ~~yields~~with annual sales of approximately AUD11 billion and employs around 27,000 people globally. ~~Margins~~ ~~were~~Amcor Group offers a broad range of ~~also~~plastic, ~~impacted~~fibre, bymetal ~~some~~and ~~unrecovered~~glass ~~tinplate~~packaging ~~cost~~products ~~increases~~and ~~from~~is ~~January~~the 1largest producer of PET containers and one of the largest producers of tobacco packaging in the world. In recent years, ~~2004~~Amcor has become a globally recognised brand. It is known for the high quality of its packaging products and market leadership in innovation.

~~During~~INTENTION ~~the~~OF ~~period~~AMCOR ~~several initiatives~~GROUP ~~have~~REGARDING ~~been~~THE undertaken that will benefit earnings in the second half. These include an announced price increase of 15% effective January 1, 2005 to recover a 20% tinplate cost increase announced for January 1 2005 as well as other raw material cost increases. There has been good progress in implementing this cost increase for both contracted and uncontracted business.GROUP

~~The~~Following ~~loss~~Completion, ~~making~~Subscription ~~plant~~Completion inand Further Subscription ~~Hungary~~Completion, ~~was~~Amcor ~~closed~~Group will hold approximately 44.0% shareholding in ~~November~~the Company ~~with~~and ~~volumes~~will ~~transferred~~be tothe ~~other~~controlling ~~plants~~Shareholder. ~~while~~Amcor Group intends to continue the ~~start~~existing upbusinesses of the ~~new~~Group. ~~innovative~~Amcor ~~closure~~Group ~~plant~~has inno intention to re-deploy the ~~Philippines~~employees isor ~~now complete~~to ~~with~~dispose of or re-deploy the ~~plant~~assets ~~operating~~of atthe ~~full~~Group other ~~capacity~~than those in its ordinary course of business.

AAs ~~new~~at ~~Divisional~~the ~~General~~date of this announcement, the Board comprises four executive ~~Manager~~Directors, ~~and~~one ~~Finance~~non-executive Director ~~have~~and ~~been~~three ~~appointed~~independent ~~for~~non-executive Directors. After Completion, Amcor Group shall have the ~~division~~right ~~following~~to appoint the ~~resignations~~chairman and further Directors so as to constitute a majority of the ~~previous~~Board, such ~~incumbents~~appointment shall be in compliance with the articles of association of the Company. After the place down of his Shares to meet the minimum public float ~~Also~~requirement under the Listing Rules, ~~management~~Mr. ~~responsibility~~Li ~~for~~will ~~the~~continue ~~two~~to ~~Latin~~be ~~American~~a ~~plants~~controlling Shareholder ~~was~~interested in approximately 30.5% in the share capital of the ~~transferred~~Company. toIt is intended that Mr. Li will be re-designated as the ~~PET~~vice-chairman of ~~Latin~~the ~~American~~Company ~~management~~and ~~team~~continue ~~from~~to 1be ~~July~~involved ~~2004~~in the management of the Group.

The Bericap joint venture had a strong first half with sales up significantly. Profit was higher although negatively impacted by the stronger Canadian dollar against the US dollar for those products exported from Canada to the US.GENERAL

~~The~~As ~~outlook~~each ~~for~~of the ~~Closures~~Acquisition, the Subscription, the Further Subscription ~~operations~~and isthe ~~for~~Whitewash Waivers requires approval by the Independent Shareholders at the EGM, an ~~improved~~independent ~~second~~board ~~half~~committee of the Company comprising Mr. Ng Kwai Sang, ~~helped~~Mr. ~~considerably~~Ng byPui Cheung, Joseph and Mr. Chung Kwok Mo, John, being all independent non-executive Directors, has been formed to advise the ~~actions~~Independent ~~undertaken~~Shareholders ~~over~~in relation to the ~~past~~Acquisition, ~~six~~the ~~months~~Subscription, the Further Subscription and the Whitewash Waivers. Somerley Limited has been appointed as the independent financial adviser to the Company to advise the independent board committee and the Independent Shareholders in relation to the Acquisition, the Subscription, the Further Subscription and the Whitewash Waivers.

7A circular containing, among other things, further details of the Acquisition, the Subscription, the Further Subscription and the Whitewash Waivers, together with the recommendation of the independent board committee to the Independent Shareholders, and the letter of advice from the independent financial adviser to the independent board committee of the Company and the Independent Shareholders and the notice of EGM will be despatched to the Shareholders as soon as possible. The voting in relation to the Acquisition, the Subscription, the Further Subscription and the Whitewash Waivers at the EGM will be conducted by way of a poll whereby Amcor Group and Mr. Li and their respective associates, and other Shareholders who are interested or involved in the Acquisition, the Subscription and the Further Subscription will abstain from voting on the relevant resolutions to be proposed at the EGM to approve the Acquisition, the Subscription, the Further Subscription, the Whitewash Waivers and the transactions contemplated thereunder.

	July/Dec	July/Dec	July/Dec	July/Dec
	2003	2004	2003	2004
	A$m	A$m	S$m	S$m
Net Sales (mill)	123	134	146	164
Change (%)		8.9		12.3
PBITA (mill)	14.4	16.1	17.2	19.8
Change (%)		11.8		15.1
Operating Margin (%)	11.8	12.0	11.8	12.0
Average funds invested (mill)	233	244	279	300
PBITA/AFI (%)	12.4	13.2	12.4	13.2
Average exchange rate $A/Sing	1.19	1.23

Application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares, the Subscription Shares and the Further Subscription Shares.

~~Amcor~~Save ~~Asia~~for ~~had~~the asubscription ~~good~~of ~~first half~~80,000,000 ~~with~~new ~~PBITA~~Shares upby ~~15%~~AMB toPackaging at a subscription price of HK$192.850 ~~million. Sales~~per ~~increased~~Share ~~12%~~pursuant to ~~$164~~the ~~million~~Subscription and Option ~~return~~Agreement ondated ~~funds~~9 ~~invested~~December ~~were~~2004 as described in the joint announcement 13dated 10 December 2004, no fund raising exercise has been carried out by the Company for the past 12 months immediately prior to the date of this announcement.~~2%.~~

~~The~~Shareholders ~~increase~~and inpotential ~~average~~investors ~~funds~~should be aware ~~invested~~that ofthe ~~S$21~~Sale ~~million~~and ~~was~~Purchase ~~primarily~~Agreement, ~~due~~the toSubscription Agreement and the Further ~~annualised~~Subscription ~~effect~~Agreement are conditional upon the satisfaction or waiver of a number of conditions as respectively set out above. Accordingly, the Acquisition, ~~Rexam~~the ~~Singapore~~Subscription ~~plant~~and ~~purchased~~the inFurther ~~October~~Subscription ~~2003~~may or may not proceed. Shareholders and anpotential ~~additional~~investors ~~investment~~are inadvised to exercise extreme caution ~~tobacco~~when ~~packaging~~dealing ~~capacity~~in the Shares.

~~The~~SUSPENSION ~~tobacco~~AND ~~packaging business~~RESUMPTION ~~had~~OF aSHARE ~~significant increase in earnings driven mainly by strong order books and a favourable product mix in the Singapore and Malaysian plants.~~TRADING

~~The~~At ~~flexibles~~the ~~business~~request ~~also delivered~~of ~~good~~the ~~growth~~Company, ~~although~~trading ~~most~~in the Shares has been suspended from 2:30 p.m. on 20 December 2005 pending the issue of this ~~was~~announcement. Application ~~due~~has been made to the ~~addition~~Stock ofExchange for the ~~new plant~~resumption of trading in ~~Singapore~~the Shares with effect from 9:30 a.m. on 28 December 2005.

The corrugating business had a disappointing six months due to ongoing competitive pressures in the Malaysian and Indonesian markets. Earnings for this segment were well down on the same period last year. New management has been appointed in the Malaysian operations.DEFINITIONS

OnIn 24this ~~January~~announcement, ~~2005~~unless ~~Amcor acquired~~the acontext ~~16.7%~~otherwise ~~interest in Vision Grande Group Holdings Limited~~requires, ~~a Hong Kong~~the ~~Public~~following ~~listed~~expressions ~~company~~shall ~~with~~have ~~tobacco~~the ~~packaging~~following ~~manufacturing~~respective ~~interests in China.~~meaning:

“Acquisition”		the proposed acquisition of the Sale Shares by the Group as contemplated under the Sale and Purchase Agreement

“AMB Option”		the option granted to AMB Packaging to subscribe for up to 96,000,000 Shares granted under the Subscription and Option Agreement dated 9 December 2004 between the Company and AMB Packaging, further details of which are contained in the joint announcement dated 10 December 2004 and the circular of the Company dated 31 December 2004

“AMB Packaging”		AMB Packaging Pte Limited, a company incorporated in Singapore with limited liability, which is a substantial Shareholder interested in approximately 16.67% of the existing issued share capital of the Company as at the date of this announcement and thus a connected person of the Company

“Amcor Group”		the Amcor Group of Companies comprising, amongst others, Amcor Limited, AMB Packaging, the Vendor and the Subscriber

“associates”		has the meaning ascribed to this term under the Listing Rules

“AUD”		Australian dollars, the lawful currency of Australia

“Board”		the board of Directors

“Company”		Vision Grande Group Holdings Limited, a company incorporated in the Cayman Islands and the issued shares of which are listed on the main board of the Stock Exchange

“Completion”		completion of the sale and purchase of the Sale Shares in accordance with the terms and conditions of the Sale and Purchase Agreement, which shall take place contemporaneously with Subscription Completion and Further Subscription Completion

“connected person”		has the meaning ascribed to this term under the Listing Rules

“Consideration Shares”		121,200,000 new Shares to be issued by the Company as consideration for the Acquisition

“Directors”		the directors of the Company

“EGM”		the extraordinary general meeting of the Company to be held to approve, amongst others, the Acquisition, the Subscription, the Further Subscription and the Whitewash Waivers

“Executive”		the executive director of the Corporate Finance Division of the SFC from time to time and any delegate of such executive director

“Further Subscription”		the subscription of the Further Subscription Shares by AMB Packaging subject to the terms and conditions of the Further Subscription Agreement

“Further Subscription Agreement”		the further subscription agreement dated 23 December 2005 and entered into between the Company and AMB Packaging in relation to the Further Subscription

“Further Subscription Completion”		completion for issue of the Further Subscription Shares in accordance with the terms and conditions of the Subscription Agreement, which shall take place contemporaneously with Completion and Subscription Completion

“Further Subscription Shares”		96,000,000 new Shares, subject to adjustment due to changes (if any) in the capital structure of the Company, to be issued pursuant to the Further Subscription Agreement

“Group”		the Company and its subsidiaries

“HK$”		Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong”		the Hong Kong Special Administrative Region of the PRC

“Independent Shareholders”		Shareholders other than Amcor Group, Mr. Li and their respective associates, and other Shareholders who are interested or involved in the Acquisition, the Subscription and the Further Subscription

“Issue Price”		HK$2.50 per Further Subscription Share, subject to adjustment due to changes (if any) in the capital structure of the Company

“Listing Rules”		the Rules Governing the Listing of Securities on the Stock Exchange

“Mr. Li”		Mr. Li Wei Bo, the chairman and an executive Director, and a controlling Shareholder interested in 276,728,000 Shares representing approximately 57.65% of the total issued share capital of the Company as at the date of this announcement

“PRC”		the People’s Republic of China which, for the purposes of this announcement, excludes Hong Kong, Macau Special Administrative Region and Taiwan

“RMB”		renminbi, the lawful currency of the PRC

“SFC”		the Securities and Futures Commission of Hong Kong

“Sale and Purchase Agreement”		the sale and purchase agreement dated 23 December 2005 and entered into between Victory Honest Group Limited as purchaser, the Vendor as vendor and the Company as issuer in relation to the Acquisition

“Sale Shares”		the entire issued share capital of Bellgate International Limited

“Share(s)”		ordinary share(s) of HK$0.01 each in the issued share capital of the Company

“Shareholder(s)”		holder(s) of the Share(s)

“Stock Exchange”		The Stock Exchange of Hong Kong Limited

“Subscriber”		Amcor Fibre Packaging-Asia Pte Limited, a company incorporated in Singapore with limited liability

“Subscription”		the subscription of the Subscription Shares by the Subscriber subject to the terms and conditions of the Subscription Agreement

“Subscription Agreement”		the share subscription agreement dated 23 December 2005 and entered into between the Company and the Subscriber in relation to the Subscription

“Subscription Completion”		completion of the Subscription in accordance with the terms and conditions of the Subscription Agreement, which shall take place contemporaneously with Completion and Further Subscription Completion

“Subscription Price”		HK$4.20 per Subscription Share, subject to adjustment due to changes (if any) in the capital structure of the Company

“Subscription Shares”		16,670,000 new Shares to be issued by the Company to the Subscriber pursuant to the Subscription Agreement, subject to adjustment due to changes (if any) in the capital structure of the Company

“Takeovers Code”		The Hong Kong Code on Takeovers and Mergers

“Target Subsidiaries”		Beijing Leigh-Mardon Pacific Packaging Co., Ltd. and Qingdao Leigh-Mardon Packaging Co., Ltd., both being sino-foreign equity joint ventures established in the PRC and the registered capital of which will be indirectly and beneficially owned as to 83% and 60% respectively by the Vendor immediately before Completion

“US$”		United States dollars, the lawful currency of United States

“Vendor”		Amcor Packaging (Asia) Pty Limited, a company incorporated in Victoria, Australia principally engaged in the manufacture and sale of tobacco packaging and corrugated fibre containers and a substantial Shareholder and a connected person of the Company

“Whitewash Waiver(s)”		the waiver(s) from the Executive pursuant to Note 1 of the Notes on Dispensations from Rule 26 of the Takeovers Code in respect of the acquisition of (1) the Consideration Shares, (2) the Subscription Shares, and (3) the Further Subscription Shares

“%”		percent.

~~AMCOR~~By ~~LIMITED~~the order of the board of Directors By the order of the board of directors Vision Grande Group Holdings Limited Amcor Packaging (Asia) Pty Limited Li Wei Bo Roger Foenander Chairman Director

~~A.B.N.~~Hong 62Kong, ~~000~~23 ~~017~~December ~~372~~2005

~~HALF~~As at the date of this announcement, the Board comprised Mr. Li Wei Bo, Mr. Chan Chew Keak, Billy, Mr Lee Cheuk Yin Dannis and Mr Cheung Chun Ming as executive Directors, Mr. Sik Siu Kwan as non-~~YEAR~~executive Director, ~~REPORT~~and Mr Ng Kwai Sang, Mr Ng Pui Cheung, Joseph and Mr Chung Kwok Mo, John as independent non-executive Directors.

31The ~~DECEMBER~~Directors ~~2004~~jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than information relating to Amcor Group) and confirm having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than information relating to Amcor Group) have been arrived at after due and careful consideration and there are no other facts (other than information relating to Amcor Group) not contained in this announcement the omission of which would make any statement in this announcement misleading.

~~Directors’~~The directors of each of the AMB Packaging, the ~~report~~Vendor and the Subscriber jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the Group) and confirm having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Group) have been arrived at after due and careful consideration and there are no other facts (other than those relating to the Group) not contained in this announcement the omission of which would make any statement in this announcement misleading.

~~The~~* For ~~directors~~identification ~~present~~purpose ~~their report together with the consolidated financial report for the half-year ended 31 December 2004 and the auditor’s review report thereon~~only.

~~Directors~~5

~~The directors of the company at any time during or since the end of the half-year are:~~Signatures

Name	Period of directorship
C I (Chris) Roberts – Executive Chairman	Director since 1999	– appointed Chairman 2000,
		– appointed Executive Chairman 7 December 2004
E A (Elizabeth) Alexander	Director since 1994
D C K (Charles) Allen	Director since 1996
R K (Keith) Barton	Director since 1999
R H (Russell) Jones	Director since 1998	– resigned 7 December 2004
G J (John) Pizzey	Director since 2003
J G (John) Thorn	Director since 2004	– appointed 8 December 2004
G A (Geoff) Tomlinson	Director since 1999

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Review of Operations

			AMCOR LIMITED
	(Registrant)



Date 30 December 2005

		By: /s/ JULIE McPHERSON
	By: Julie McPherson
	Title: Company Secretary/Group General Counsel

A review of the operations of the consolidated entity during the half-year, and the results of those operations is contained in Amcor’s Statement to Stock Exchanges and Media dated 17 February 2005 (copy attached).6

Lead Auditor’s Independence Declaration

A copy of the lead auditor’s independence declaration as required under Section 307C of the Corporations Act 2001 is set out on page 3.

Rounding Off

The company is of a kind referred to in the Australian Securities and Investments Commission Class Order 98/100 dated 10 July 1998 and in accordance with that Class Order, amounts in the financial report have been rounded off to the nearest $100,000, or, where the amount is $50,000 or less, zero, unless stated to be otherwise.

In accordance with a resolution of the directors, dated at Melbourne, this 17th day of February 2005.

/s/ C I Roberts C I Roberts Executive Chairman

Lead auditor’s independence declaration under Section 307C of the Corporations Act 2001

To the directors of Amcor Limited

I declare that, to the best of my knowledge and belief, in relation to the review for the half-year ended 31 December 2004 there have been:

(a) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the review; and

(b) no contravention of any applicable code of professional conduct in relation to the review.

/s/ KPMG KPMG /s/ P M Shannon P M Shannon Partner Melbourne 17th February 2005

Amcor Limited and its controlled entities

Statement of financial performance

For the half-year ended 31 December 2004

		Consolidated
	Note	2004		2003
		$m		$m
Revenue from sale of goods		5,493.4		5,095.6
Other revenue from ordinary activities		110.0		89.2
Total revenue from ordinary activities		5,603.4		5,184.8
Expenses from ordinary activities excluding borrowing costs	3	(5,276.2	)	(4,840.0	)
Borrowing costs		(76.0	)	(66.4	)
Profit from ordinary activities before related income tax expense	2	251.2		278.4
Income tax expense		(56.0	)	(58.0	)
Profit from ordinary activities after related income tax expense		195.2		220.4
Net profit attributable to outside equity interests		(5.1	)	(5.9	)
Net profit attributable to members of the parent entity		190.1		214.5
Non-owner transaction changes in equity
Net exchange difference on translation of financial statements of foreign controlled entities		(171.6	)	(235.5	)
Total revenues, expenses and valuation adjustments attributable to members of the parent entity recognised directly in equity		(171.6	)	(235.5	)
Total changes in equity from non-owner related transactions attributable to members of the parent entity	7	18.5		(21.0	)
Net operating profit attributable to members of the parent entity:
- Before significant items		225.7		214.5
- After significant items		190.1		214.5
Earnings per share		Cents		Cents
Basic earnings per share		18.6		21.9
Diluted earnings per share		18.5		21.5

The above consolidated statement of financial performance should be read in conjunction with the accompanying notes.

Amcor Limited and its controlled entities

Statement of financial position

As at 31 December 2004

		Consolidated
	Note	31 December 2004		30 June 2004
		$m		$m
Current assets
Cash assets		111.8		131.0
Receivables		1,612.3		1,551.4
Inventories		1,462.4		1,369.6
Total current assets		3,186.5		3,052.0
Non-current assets
Receivables		76.4		81.8
Other financial assets		13.6		12.9
Property, plant and equipment		4,609.2		4,745.0
Intangibles		1,855.6		2,062.7
Deferred tax assets		205.7		238.8
Other		89.8		93.2
Total non-current assets		6,850.3		7,234.4
Total assets		10,036.8		10,286.4
Current liabilities
Payables		1,848.8		1,831.1
Interest bearing liabilities		546.5		728.5
Current tax liabilities		64.9		77.4
Provisions		308.5		339.7
Total current liabilities		2,768.7		2,976.7
Non-current liabilities
Payables		6.0		13.2
Interest bearing liabilities		1,930.0		1,776.2
Deferred tax liabilities		389.1		388.5
Provisions		83.7		91.9
Undated subordinated convertible securities		294.6		332.3
Total non-current liabilities		2,703.4		2,602.1
Total liabilities		5,472.1		5,578.8
Net assets		4,564.7		4,707.6
Equity
Contributed equity	5	3,360.9		3,351.9
Reserves		(527.3	)	(349.2	)
Retained profits	6	1,643.7		1,614.3
Equity attributable to members of the parent entity		4,477.3		4,617.0
Outside equity interests in controlled entities		87.4		90.6
Total equity	7	4,564.7		4,707.6

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

Amcor Limited and its controlled entities

Statement of cash flows

For the half-year ended 31 December 2004

	Consolidated
	2004		2003
	$m		$m
Cash flows from operating activities
Receipts from customers	5,386.8		5,120.3
Payments to suppliers and employees	(5,049.6	)	(4,628.2	)
Dividends received	0.3		0.4
Interest received	8.2		5.9
Borrowing costs paid	(61.1	)	(70.3	)
Income taxes paid	(45.8	)	(33.3	)
Other income received	33.2		39.3
Net cash provided by operating activities	272.0		434.1
Cash flows from investing activities
Repayment of loans by associated companies and other persons	1.4		14.7
Payments for controlled entities and businesses	(9.8	)	(621.1	)
Payments for property, plant and equipment	(308.9	)	(314.6	)
Proceeds on disposal of controlled entities and businesses	11.0		39.4
Proceeds on disposal of property, plant and equipment	53.4		48.6
Net cash used in investing activities	(252.9	)	(833.0	)
Cash flows from financing activities
Proceeds from share issues, convertible securities and calls on partly-paid shares, net of share issue costs	9.0		13.8
Proceeds from borrowings	2,486.0		2,604.6
Repayment of borrowings	(2,305.6	)	(1,803.3	)
Principal lease repayments	(61.4	)	(142.3	)
Dividends and other equity distributions paid	(171.5	)	(95.4	)
Net cash (used in)/provided by financing activities	(43.5	)	577.4
Net (decrease)/increase in cash held	(24.4	)	178.5
Cash at the beginning of the reporting period	121.1		46.1
Effects of exchange rate changes on cash	(6.0	)	(9.2	)
Cash at the end of the reporting period	90.7		215.4

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

Amcor Limited and its controlled entities

Notes to the financial statements

For the half-year ended 31 December 2004

Note 1. Basis of preparation of half-year financial report

The general purpose half-year consolidated financial report for the half-year reporting period ended 31 December 2004 has been prepared in accordance with the requirements of Accounting Standard AASB 1029 Interim Financial Reporting, other mandatory professional reporting requirements (Urgent Issues Group Consensus Views), other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. This half-year financial report is to be read in conjunction with the 30 June 2004 Full Year Financial Report and any public announcements by Amcor Limited and its Controlled Entities during the

half-year in accordance with continuous disclosure obligations arising under the Corporations Act 2001.

These accounting policies have been consistently applied by each entity in the consolidated entity and are consistent with those applied in the 30 June 2004 Full Year Financial Report. The half-year financial report does not include full note disclosures of the type normally included in a full year financial report.

Note 2. Segment reporting

Business Segments

	Amcor PET		Amcor Australasia	Amcor Flexibles		Amcor Sunclipse	Amcor Rentsch And Closures	Amcor Asia	Other		Consolidated
	$m		$m	$m		$m	$m	$m	$m		$m
31 December 2004
Segment revenue	1,715.0		1,315.1	1,204.8		625.1	500.0	133.5	122.7		5,616.2
Intersegment sales											(12.8	)
Total revenue											5,603.4
Segment result before amortisation and significant items	115.5		174.6	68.4		40.2	48.0	16.1	(38.7	)	424.1
Significant items	(24.5	)	—	(15.5	)	—	—	—	—		(40.0	)
Segment result (1)	56.9		166.5	42.7		32.0	42.4	15.6	(38.7	)	317.4
Net borrowing costs (2)											(66.2	)
Profit from ordinary activities before related income tax expense											251.2
31 December 2003
Segment revenue	1,541.0		1,269.8	1,066.5		581.7	516.2	122.6	102.3		5,200.1
Inter-segment sales											(15.3	)
Total revenue											5,184.8
Segment result before amortisation	121.1		163.0	59.4		32.8	51.9	14.4	(38.7	)	403.9
Segment result (1)	86.4		155.1	51.6		25.7	45.7	14.0	(38.6	)	339.9
Net borrowing costs (2)											(61.5	)
Profit from ordinary activities before related income tax expense											278.4

(1) Segment result is profit before unallocated borrowing costs and income tax

(2) Net borrowing costs include interest revenue of $9.8 million (2003:$4.9 million)

Note 3. Profit from ordinary activities

Profit from ordinary activities includes the following items of revenue and expense which, together with the other disclosures in this report, are relevant in explaining the financial performance for the half-year:

	Consolidated
	2004		2003
	$m		$m
Revenue from sale of goods	5,493.4		5,095.6
Cost of sales	(4,603.1	)	(4,223.1	)
Gross profit	890.3		872.5
Other revenue from ordinary activities	110.0		89.2
Sales and marketing expenses	(156.0	)	(155.3	)
General and administration expenses	(438.2	)	(382.2	)
Research and development costs	(21.1	)	(23.8	)
Other (1)	(57.8	)	(55.6	)
Expenses excluding borrowing costs	(673.1	)	(616.9	)
Borrowing costs	(76.0	)	(66.4	)
Profit from ordinary activities before tax	251.2		278.4
(1) Includes net asset values of disposals of non-current assets.
Reconciliation of expenses to Statement of financial performance
Cost of sales	(4,603.1	)	(4,223.1	)
Expenses excluding borrowing costs	(673.1	)	(616.9	)
Expenses from ordinary activities excluding borrowing costs	(5,276.2	)	(4,840.0	)

Note 4. Significant items

	Consolidated
	2004		2003
	$m		$m
Significant items before income tax
PET business integration and restructure	(24.5	)	—
Flexibles’ market sector rationalisation	(15.5	)	—
Significant items before income tax	(40.0	)	—
Related income tax on significant items (where applicable)
Income tax benefit on Flexibles’ market sector rationalisation	4.4		—
Income tax on significant items	4.4		—
Significant items after income tax	(35.6	)	—

Note 5. Contributed equity

	Consolidated
	31 December 2004	30 June 2004
	$m	$m
Issued and paid-up capital:
879,774,354 ordinary shares (June 2004 - 877,949,796)	2,764.2	2,755.2
1,602,000 partly-paid ordinary shares (June 2004 - 1,792,000)	0.1	0.1
6,099,087 perpetual convertible reset securities (June 2004 - 6,099,087)	596.6	596.6
Total Contributed Equity	3,360.9	3,351.9

Employee Options

During the six months to December 2004:

• 1,600,500 ordinary shares were issued for various prices as a result of the exercise of 1,600,500 options.

• Amcor Limited granted 5,861,500 options over ordinary shares at an exercise price of $6.84.

• Amcor Limited cancelled 7,782,325 options over ordinary shares.

At the date of this report there are 20,344,095 unissued shares of Amcor Limited which are under option whose exercise is subject to the satisfaction of the terms of the option agreements which include meeting group performance targets.

Note 6. Retained profits

	Consolidated
	2004		2003
	$m		$m
Retained profits at the beginning of the half-year	1,614.3		1,515.3
Net profit attributable to members of the parent entity	190.1		214.5
Aggregate of amounts transferred from reserves	6.5		—
Final dividend paid 29 September 2004
- 16.0 cents per share 40% franked at 30% tax rate	(140.6	)	(127.6	)
Distribution paid on PACRS
- Coupon rate of 8.5733% on $400 million from 1 July 2004 to 31 October 2004	(11.7	)	(11.7	)
Accrued distribution on PACRS
- Coupon rate of 8.5733% on $400 million from 1 November 2004 to 31 December 2004
	(5.8	)	(5.8	)
Distribution paid on PACRS2
- Coupon rate of 8.57% on $210 million from 1 July 2004 to 31 October 2004
	(6.1	)	(6.1	)
Accrued distribution on PACRS2
- Coupon rate of 8.57% on $210 million from 1 November 2004 to 31 December 2004
	(3.0	)	(3.1	)
Total retained profits at the end of the half-year	1,643.7		1,575.5

Note 7. Total equity reconciliation

	Consolidated
	2004		2003
	$m		$m
Total equity at the beginning of the half-year	4,707.6		4,635.8
Total changes in parent entity interest in equity recognised in statement of financial performance	18.5		(21.0	)
Transactions with owners as owners:
Contributions of equity	9.5		172.7
Share issue costs	(0.5	)	(0.5	)
Dividends and other distributions	(167.2	)	(154.3	)
Total changes in outside equity interest	(3.2	)	(124.3	)
Total equity at the end of the half-year	4,564.7		4,508.4

Note 8. Acquisition of controlled entities

The following significant controlled entities were acquired during the period:

31 December 2004

The consolidated entity did not gain control over any significant entities during the period.

31 December 2003

Acquisition Name	Date Acquired	Consideration
Alcoa’s Latin American PET packaging business	October 2003	$ 106.5 million
Rexam’s healthcare flexibles business	October 2003	$ 336.7 million
Minority interests of Amcor Flexibles Europe	August 2003	$ 164.8 million

Note 9. Contingent Liabilities and Contingent Assets

Other than set out below, there were no material changes in contingent liabilities or contingent assets since 30 June 2004.

The Company has received information that leads it to believe that certain of its officers and employees appear to have entered into, and given effect to, arrangements which constituted cartel conduct in the Company’s corrugated box business in Australia and New Zealand in breach of competition laws. The Company immediately informed the Australian Competition and Consumer Commission (“ACCC”) and the New Zealand Commerce Commission (“NZCC”) of the information received and informed the ACCC and the NZCC that it would provide full cooperation in any investigations which the ACCC and/or NZCC undertakes. The ACCC and the NZCC have commenced investigations. The Company has also initiated its own investigation of these matters. These matters have resulted in the resignation of the Managing Director of the Company and the Managing Director, Amcor Australasia.

The ACCC and NZCC investigations and the Company’s internal investigations of the same matters are at an early stage and may continue for a considerable period of time. While it is not possible at this early stage to predict the outcome of these investigations, the conduct being investigated could result in the imposition of substantial civil pecuniary penalties under the trade practices laws in Australia and New Zealand, claims by third parties, and loss of customers.

Leniency Application – Australia

The ACCC is the statutory authority responsible for administering Australia’s anti-trust laws, the Trade Practices Act 1974 (“TPA”).

On November 22, 2004 Amcor applied for leniency pursuant to the ACCC’s Leniency Policy for Cartel Conduct (“ACCC Leniency Policy”).

The ACCC Leniency Policy allows for immunity from ACCC initiated proceedings to the first person involved in a cartel to come forward with information about the cartel. To obtain immunity, an applicant must meet certain requirements, including the provision of full co-operation on a continuous basis with the ACCC in its investigation and any ensuing proceedings.

In circumstances where the ACCC Leniency Policy does not apply, the ACCC will consider any application for leniency pursuant to its Cooperation Policy for Enforcement Matters.

The operation of the ACCC Leniency Policy does not in any way exclude or limit the rights of third parties who claim to have suffered loss or damage as a result of a contravention of the TPA to commence legal proceedings for damages and other relief against those involved in the contravention.

Leniency Application – New Zealand

The NZCC is the regulatory agency responsible for enforcing New Zealand’s anti-trust laws, the Commerce Act 1986 (“Commerce Act”).

On November 29, 2004 Amcor notified the NZCC that the Company may have been involved in cartel conduct in New Zealand. Amcor applied for leniency pursuant to the NZCC’s Leniency Policy for Cartel Conduct (“NZ Leniency Policy”). The NZ Leniency Policy allows for immunity from NZCC initiated proceedings to the first person involved in a cartel to come forward with information about the cartel and co-operate fully with the NZCC in its investigation and prosecution of the cartel.

Amcor was granted conditional immunity on December 1, 2004. Pursuant to the NZ Leniency Policy, Amcor entered into an agreement with the NZCC under which Amcor is obliged to comply with specified conditions including full cooperation with the NZCC.

The operation of the NZ Leniency Policy does not exclude or limit claims by third parties who claim to have suffered loss or damage as a result of the cartel conduct. Under the Commerce Act, third parties may pursue private claims for compensatory or exemplary damages.

Estimated Penalties and Damages – Australia and New Zealand

It is not possible to provide either a reasonable estimate, or a reasonable estimated range, of either the statutory penalties which might be imposed on Amcor or of any amounts which might become payable by way of damages to any third parties who might have suffered loss as a result of any cartel conduct in Australia and New Zealand.

The following factors (among others) would be relevant to any attempted assessment of any such estimate or estimated range:

• First, a breach of Australia’s relevant anti-trust laws may involve the imposition of a civil pecuniary penalty for a corporation of up to $10 million for each breach. Corporations found to be in breach of New Zealand’s relevant anti-trust laws may face, for each breach, a civil pecuniary penalty up to the greater of:

• NZ$10 million; or either

• three times the value of any commercial gain resulting from the contravention; or

• if the commercial gain cannot be ascertained, 10 per cent of the annual turnover of the body corporate and its interconnected bodies corporate as a result of trading by that body corporate in New Zealand.

A court may, in its discretion, choose to impose a penalty for a lesser amount.

• Second, at this early stage of its own investigation, Amcor is not aware of the full nature and extent of any cartel conduct and is not able to make any reliable assessment of how many breaches of antitrust laws may have occurred. Based on the limited information which Amcor has received since it first became aware of the cartel conduct on November 19, 2004, Amcor believes that cartel conduct may have occurred in Australia and New Zealand for a number of years. Amcor does not know either when the cartel conduct first commenced or how many breaches of anti-trust laws may have occurred over a period which is likely to be a number of years.

• Third, as referred to above, Amcor has applied for leniency and/or immunity under the ACCC Leniency Policy and the NZCC Leniency Policy. It is not possible at such an early stage in the investigations being conducted by the ACCC and the NZCC to make a reasonable assessment of whether or not such leniency/immunity applications will or will not be ultimately successful, in whole or in part, or of the financial impact if either of such applications is not successful.

• Fourth, Amcor does not know when the ACCC and NZCC will make a decision as to whether to commence legal proceedings, and, if a decision is taken to commence proceedings, when any such proceedings will be commenced. Any such legal proceedings may not be heard and determined by the courts for a number of years. Accordingly, no reliable assessment can be made at present of how many breaches of anti-trust laws may be found by the courts to have occurred or as to the quantum of any pecuniary penalties which may be imposed by the courts. Equally, no reliable assessment can be made at present of the prospects of success or the quantum of damages, if any, that may be awarded in any proceedings which may be instituted by third parties.

Although it is not possible to establish a reasonable estimated range of either penalties or damages, there can be no assurance that the penalties or damages ultimately incurred will not be material to the results of operations or financial condition of Amcor.

Note 10. Events Subsequent to Reporting Date

Dividends

Since 31 December 2004, the directors have declared an interim dividend on ordinary shares payable on 23 March 2005 of approximately $149.6 million – ie 17 cents per share 28% franked at 30% tax rate. The financial effect of this dividend has not been brought to account in the consolidated financial statements for the period ended 31 December 2004 and will be recognised in subsequent financial reports.

International financial reporting standards

Prior to 30 June 2004, the consolidated entity commenced transitioning its accounting policies and financial reporting from current Australian Standards to Australian equivalents of International Financial Reporting Standards (“AIFRS”). The consolidated entity allocated internal resources and engaged expert consultants to perform diagnostics and conduct impact assessments to isolate key areas that may be impacted by the transition to AIFRS.

As a result of these procedures, dedicated resources were established to address each of the key areas identified. The AIFRS project team has worked to embed the transition to AIFRS into the core Business Groups. An education process has been established in all Business Groups where transition polices and processes are well advanced. Business Groups liaise regularly with the AIFRS project team to ensure a consistent application of AIFRS policy across the consolidated entity. Business Groups report their progress to the AIFRS project team who in turn report to an AIFRS steering committee which continues to monitor the consolidated entity’s progress and developments in AIFRS. In addition, regular progress reporting to the Audit and Compliance Committee on the status of the AIFRS implementation project continues.

As the consolidated entity has a 30 June year-end, priority has been given to the preparation of an opening balance sheet in accordance with AIFRS as at 1 July 2004. This will form the basis of accounting for AIFRS in the future, and is required when the consolidated entity prepares its first fully compliant AIFRS financial reports for the half-year ending 31 December 2005 and full year ending 30 June 2006.

The Business Groups have now established many of the systems, processes and policies required to effectively transition to AIFRS. The businesses are currently finalising their analysis and quantification of the AIFRS opening Statement of Financial Position as at 1 July 2004 and the comparative AIFRS report for the six months to December 2004. Information obtained from Business Groups is also being assessed at a consolidated level to analyse differences between the reported consolidated Australian generally accepted accounting principles (“AGAAP”) and accounting principles generally accepted in the United States of America (“USGAAP”) information. It is expected that the consolidated entity will be fully prepared for the transition in 2005.

Set out below are the key areas where accounting policies will change and are expected to have an impact on financial reporting of the consolidated entity. The differences identified below should not be regarded as an exhaustive list of all changes in accounting policies that will result from transition to AIFRS as the impact of adoption is still being assessed. Where work streams have been completed, accounting policies have been determined and the transitional elections available under AASB 1 “First Time Adoption of Australian Equivalents to International Financial Reporting Standards” have been considered.

Any assessments made in respect of the transition to AIFRS may require adjustment before inclusion in the first complete annual/half year financial report prepared in accordance with AIFRS due to new or revised standards or interpretations, changes in the operations of the business, or additional guidance on the application of AIFRS in a particular business group or to a particular type of transaction.

As the completion of the AIFRS analysis is expected to occur during the next six months the consolidated entity has not been able to reliably quantify the impacts on the financial report or determine the full effects of adopting AIFRS.

(a) Goodwill

Under Accounting Standard AASB 3 “Business Combinations”, goodwill will no longer be able to be amortised but instead will be subject to annual impairment testing. This will result in a change in the consolidated entity’s current accounting policy which amortises goodwill over its useful life, not exceeding 20 years. Under the new policy, amortisation will no longer be charged. However, post the transition date of 1 July 2004, the write down of goodwill will be recognised immediately in the Statement of Financial Performance to the extent the goodwill is impaired.

Potentially higher expenses may result in the event of a business combination because an acquiring entity will not be permitted to recognise liabilities for terminating or reducing the activities of the acquired entity as part of allocating the cost of the business acquisition. Any such liabilities existing at transition will be adjusted against opening retained earnings.

An election is available in AASB 1 which provides the ability to choose whether the acquisition accounting of business combinations prior to transition date is restated under AIFRS. Entities can choose to restate all prior business combinations; only those after a certain date; or none at all. The consolidated entity currently expects to take advantage of the election available and not restate business combinations prior to transition date.

(b) Impairment of Assets

Under Accounting Standard AASB 136 “Impairment of Assets”, the recoverable amount of an asset is determined as the higher of fair value less costs to sell and value in use. This will result in a change in the consolidated entity’s current accounting policy which determines the recoverable amount of an asset on the basis of undiscounted cash flows.

An impairment assessment is being undertaken as of the date of transition. Other than for goodwill, which must be tested for impairment annually, assets will be tested in future periods where there is an indicator of impairment.

In calculating value in use, the cash flows include projections of cash inflows and outflows from continuing use of the asset and cash flows associated with disposal of the asset. The cash flows are estimated for the asset in its current condition and therefore do not include cash inflows and outflows expected to arise from future restructurings which are not yet committed, or from improving or enhancing the asset’s performance. The impact of discounting will reduce the recoverable amount calculated and therefore may result in the recognition of impairment losses.

Under the new policy, the potential impact is increased volatility of earnings through the Statement of Financial Performance in the event of an impairment.

Under Accounting Standard AASB 112 ‘Income Taxes’, the consolidated entity will be required to use a balance sheet liability method which focuses on the tax effects of transactions and other events that affect amounts recognised in either the Statement of Financial Position or a tax-based Balance Sheet. In addition, the test for recognition of tax losses will change from virtually certain to a test of probability. It is likely that adjustments to deferred tax assets and liabilities may be required as a result of the requirements to tax effect Balance Sheet items and other transactions, not previously considered within the consolidated entity’s tax calculation.

The full tax consequences of the impact of adoption of AASB 112 are being considered and the consolidated entity continues to gather detailed and complex information to assess the transition and ongoing impact of this standard. Technical aspects of AASB 112 are also the subject of further clarification as to their application to the consolidated entity.

(d) Employee Benefits

Under Accounting Standard AASB 119 ‘Employee Benefits’, employer sponsors are required to recognise the net surplus or deficit in their employer sponsored defined benefit funds as an asset or liability, respectively. This will result in a change in the current accounting policy which does not recognise the net assets/liabilities of defined benefit funds unless the consolidated entity has a present obligation in relation to any deficit.

The initial net deficit for the consolidated entity will be disclosed as a financial liability and, on transition, will be charged to retained earnings. Employee expenses will increase due to the recognition of current service costs in the Statement of Financial Performance. The consolidated entity currently expects to elect to record actuarial gains and losses directly though retained earnings.

The consolidated entity is well advanced in completing its assessment and review of the actuarial assessment of the transition effect of adopting this standard and the impact on the 2005 financial year.

(e) Share-Based Payments

The consolidated entity does not currently recognise an expense for options issued to employees. Under Accounting Standard AASB 2 ‘Share-Based Payment’, the consolidated entity will recognise an expense for all share-based remuneration including options and other forms of equity based remuneration such as Amcor’s Employee Incentive Share Plans. The expense will represent the fair value of instruments measured at grant date, recognised over the period of service by the employee to which the equity based remuneration relates.

On transition, only those instruments granted after 7 November 2002 remaining unvested at 1 January 2005 are recognised. This change in accounting policy will result in a nil impact on equity.

In addition, our interpretation of AASB 2 will require that shares issued under employee incentive share plans in conjunction with non-recourse loans are to be accounted for as options. As a result, the amounts receivable from employees will be deducted from share capital on transition to AIFRS.

(f) Financial Instruments

In addition to items (a) to (e) discussed above, the following changes in accounting policy will impact retained earnings as at 1 July 2005. An exemption is available under AASB 1 not to restate comparatives in relation to the adoption of AASB 132 “Financial Instruments: Disclosure and Presentation” and AASB 139 “Financial Instruments: Recognition and Measurement”. The consolidated entity currently expects that it will apply this exemption.

All financial assets and liabilities, including derivative contracts will be recognised on the consolidated entity’s Statement of Financial Position and measured at fair value. This will result in an increase in total assets and total liabilities.

The consolidated entity expects that under AIFRS it will be required to re-classify the Perpetual Amcor Convertible Reset Securities as debt rather than equity. Interest accruing on these reset securities will be recorded as a borrowing cost expense rather than a distribution from retained earnings.

In addition, it is expected that the Statement of Financial Position will also be impacted by the recognition of certain securitised assets and off-balance sheet programs.

AIFRS recognises fair value hedge accounting, cash flow hedge accounting, and hedges of investments in foreign operations. Any ineffective portion of hedges are to be recognised in the Statement of Financial Performance, which will increase volatility of reported profit. The consolidated entity expects to predominantly use cash flow hedging in respect of its interest rate risk hedges and foreign exchange contracts held for hedging purposes with changes in fair value reflected in equity reserves.

Directors’ declaration

In the opinion of the directors of Amcor Limited:

1. the financial statements and notes set out on pages 4 to 17 are in accordance with the Corporations Act 2001, including:

(a) giving a true and fair view of the financial position of the consolidated entity as at 31 December 2004 and of its performance, as represented by the results of its operations and cash flows for the half-year ended on that date; and

(b) complying with Australian Accounting Standard AASB 1029 “Interim Financial Reporting” and the Corporations Regulations 2001; and

2. there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

In accordance with a resolution of the directors, dated at Melbourne, this 17th day of February 2005.

/s/ C I Roberts C I Roberts Executive Chairman

Independent review report to the members of Amcor Limited

Scope

The financial report and directors’ responsibility

The financial report comprises the statement of financial position, statement of financial performance, statement of cash flows, accompanying notes to the financial statements, and the directors’ declaration for the Amcor Limited Group (“the consolidated entity”), for the half-year ended 31 December 2004. The consolidated entity comprises Amcor Limited (“the company”) and the entities it controlled during that half-year.

The directors of the company are responsible for the preparation and true and fair presentation of the financial report in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the financial report.

Review approach

We conducted an independent review in order for the company to lodge the financial report with the Australian Securities and Investments Commission. Our review was conducted in accordance with the Australian Auditing Standards applicable to review engagements.

We performed procedures in order to state whether, on the basis of the procedures described, anything has come to our attention that would indicate the financial report does not present fairly, in accordance with the Corporations Act 2001, Australian Accounting Standard AASB 1029 “Interim Financial Reporting” and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the consolidated entity’s financial position, and of its performance as represented by the results of its operations and cash flows.

We formed our statement on the basis of the review procedures performed, which were limited primarily to:

• enquiries of company personnel; and

• analytical procedures applied to the financial data.

While we considered the effectiveness of management’s internal controls over financial reporting when determining the nature and extent of our procedures, our review was not designed to provide assurance on internal controls.

The procedures do not provide all the evidence that would be required in an audit, thus the level of assurance is less than given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.

A review cannot guarantee that all material misstatements have been detected.

Independence

In conducting our review, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.

Independent review report to the members of Amcor Limited

Statement

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Amcor Limited is not in accordance with:

(a) the Corporations Act 2001, including:

i) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2004 and of its performance for the half-year ended on that date; and

ii) complying with Accounting Standard AASB 1029 “Interim Financial Reporting” and the Corporations Regulations 2001; and

(b) other mandatory financial reporting requirements in Australia.

/s/ KPMG KPMG

/s/ P M Shannon P M Shannon Partner

Melbourne

17th February 2005

Appendix 4D

Half yearly report

Appendix 4D Rule 4.2A.3

Half yearly report

Half-year Ended 31 December 2004

AMCOR LIMITED

ABN 62 000 017 372

2. Results for announcement to the market

					$A million
2.1 Revenues from ordinary activities	up	8.1	%	to	5,603.4
2.2 Profit (loss) from ordinary activities after tax
attributable to members
• Before significant items	up	5.2	%	to	225.7
• After significant items	down	11.4	%	to	190.1
2.3 Net profit (loss) for the period attributable to
members
• Before significant items	up	5.2	%	to	225.7
• After significant items	down	11.4	%	to	190.1

Dividends	Amount per security	Franked amount per security
Current period
2.4 Interim dividend	17.0 cents	4.8 cents
Previous corresponding period
2.4 Interim dividend	16.0 cents	6.4 cents
2.5 Record date for determining entitlements to
the dividend	Interim dividend – 2 March 2005

3. Net tangible assets

		Current period			Previous corresponding Period
Net tangible asset backing per ordinary security		$	2.59		$	2.47

4. Details of material entities over which control has been gained or lost

There have been no material entities over which control has been gained or lost

5. Details of individual dividends and payment dates – refer attached half year accounts.

6. Details of dividend reinvestment plan

The Dividend Reinvestment Plan (DRP) is in operation. The issue price is calculated on the arithmetic average of the daily weighted average price for the nine ASX business days commencing the 4th March and concluding Thursday, 17th March 2005 inclusive. The last date for receipt of election notices for the dividend reinvestment plan is Wednesday 2nd of March 2005.

7. Not applicable

8. Not applicable

9. The accounts are not subject to audit dispute or qualification (a copy of the review report is included in the half year accounts attached).

Additional Information

			Previous
			corresponding
Earnings per security (EPS)		Current period	Period
Calculation of the following in
accordance with AASB 1027:
Earnings per Share
(a)	Basic EPS	18.6¢	21.9¢
(b)	Diluted EPS	18.5¢	21.5¢
(c)	Weighted average number of ordinary shares outstanding during the period used in the calculation of the Basic EPS	878.8 million	858.5 million

/s/ Bert Guy	Date:	17 February 2005
Bert Guy
Company Secretary

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Amcor Ltd By: /s/ BERT GUY Name: Bert Guy Title: Company Secretary

Date February 17, 2005

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