The directors of Orica Limited (‘the Company’ or ‘Orica’) present the financial report of the Company and its controlled entities
(collectively ‘the consolidated entity’ or ‘the Group’) for the year ended 30 September 2009 and the auditor’s report thereon.
Directors
The directors of the Company during the financial year and up to the date of this report are:
D P Mercer, Chairman G A Hounsell
G R Liebelt, Managing Director P M Kirby
N A Meehan, Executive Director Finance N L Scheinkestel
M E Beckett M Tilley
R R Caplan C M Walter (retired 21 December 2008)
P J Duncan
Particulars of directors’ qualifications, experience and special responsibilities are detailed on page 12 of the annual report.
A Cook (Dip Bus (Accounting), Dip Bus (Data Processing), CPA) has been a Company Secretary of Orica Limited since 16
February 2005 and prior to that was Assistant Company Secretary from August 2002, following a series of roles in Orica over 21
years.
Directors’ meetings
The number of directors’ meetings (including meetings of committees of directors) and number of meetings attended by each of the
directors of the Company during the financial year are listed below:
Director Scheduled Board
Meetings (1)
Audit and Risk
Committee (1)
Human
Resources and
Compensation
Committee (1)
Corporate
Governance and
Nominations
Committee (1)
Safety, Health
and Environment
Committee (1)
Remuneration
and Appointments
Committee (1) (2)
Held Attended Held Attended Held Attended Held Attended Held Attended Held Attended
D P Mercer 7 7 - - - - 4 4 - - 2 2
G R Liebelt 7 7 - - - - 4 4 - - - -
N A Meehan 7 7 - - - - - - - - - -
M E Beckett 7 7 - - - - 4 4 4 4 2 2
R R Caplan 7 7 - - 2 2 2 2 2 2 2 2
P J Duncan 7 7 3 3 2 2 2 2 - - 2 2
G A Hounsell 7 7 4 4 2 2 - - - - 2 1
P M Kirby 7 7 - - - - 4 4 4 4 2 2
N L Scheinkestel 7 7 4 4 - - 2 2 - - 2 2
M Tilley 7 7 3 3 - - - - 3 3 2 2
C M Walter 1 1 - - - - - - 1 1 1 1
(1) Shows the number of meetings held and attended by each director during the period the director was a member of the Board or Committee.
(2) The Remuneration and Appointments Committee was replaced with the Human Resources and Compensation Committee in February 2009.
In addition to the Board meetings referred to in the above table, available directors attended three meetings during the year to address business matters
arising between scheduled Board meetings.
Directors’ interests in share capital
The relevant interest of each director in the share capital of the Company as at the date of this report is disclosed in note 37.
Directors’ interests shown in this note are as at 30 September 2009, however there has been no change in holdings to the date of
this report.
Principal activities
The principal activities of the consolidated entity in the course of the financial year were the manufacture and distribution of mining
products and services, consumer products and chemical products and services.

Likely developments
Likely developments in the operations of the consolidated entity and the expected results of those operations are covered generally
in the review of operations and financial performance of the consolidated entity on pages 4 to 11 of the annual report. Further
information as to likely developments in the operations of the consolidated entity and the expected results of those operations in
subsequent financial years has not been included in this report because, in the opinion of the directors, disclosure would be likely
to result in unreasonable prejudice to the consolidated entity.
Review and results of operations
A review of the operations of the consolidated entity during the financial year and of the results of those operations is contained on
pages 4 to 11 of the annual report.
Dividends
Dividends paid or declared since the end of the previous financial year were: $m
Final dividend at the rate of 55 cents per share on ordinary shares, franked to 36.36% (20.0 cents)
at the 30% corporate tax rate, paid 5 December 2008.
198.0
Interim dividend declared at the rate of 40 cents per share on ordinary shares, franked to 35.0% (14 cents)
at the 30% corporate tax rate, paid 3 July 2009.
142.5
Total dividends paid 340.5
Since the end of the financial year, the directors have declared a final dividend to be paid at the rate of 57 cents
per share on ordinary shares. This dividend will be franked to 35.09% (20.0 cents) at the 30% corporate tax rate.
Distributions on Step-Up Preference Securities
Distributions paid since the end of the previous financial year were: $m
Distribution at the rate of 9.38% per annum, per security, unfranked paid 1 December 2008 for the period from 31
May 2008 to 29 November 2008.
23.5
Distribution at the rate of 5.63% per annum, per security, unfranked paid 1 June 2009 for the period from 30
November 2008 to 31 May 2009.
14.0
Total distributions paid 37.5
Changes in the state of affairs
Particulars of significant changes in the state of affairs of the consolidated entity during the year ended 30 September 2009 are as
follows:
Acquisitions
 On 7 November 2008, Orica acquired OPEL Chemical (Singapore) Private Limited which owns a decorative coatings
business in China.
 On 28 November 2008, Orica acquired an additional 48.6% interest in Orica Mining Services Peru S.A..
On 4 September 2009, Orica announced that it had successfully renegotiated and extended bilateral debt facilities with its existing
bank debt providers. A total amount of $2.1billion in facilities was committed by Orica’s bank debt providers, with tranche maturity
dates in each of 1, 2, 3, 4 and 5 years.
Events subsequent to balance date
On 9 November 2009, the directors declared a final dividend of 57 cents per ordinary share payable on 4 December 2009. The
financial effect of this dividend is not included in the financial statements for the year ended 30 September 2009 and will be
recognised in the 2010 financial statements.
The directors have not become aware of any other significant matter or circumstance that has arisen since 30 September 2009,
that has affected or may affect the operations of the consolidated entity, the results of those operations, or the state of affairs of the
consolidated entity in subsequent years, which has not been covered in this report.
Environmental regulations
Safety, health and environment are cornerstones of Orica culture and Orica has set itself high standards. More specific details
about Orica's sustainability initiatives and performance, including safety, health and environment, can be found on the Orica
website – www.orica.com/sustainability.
Where applicable, manufacturing licences and consents are in place at each Orica site, often in consultation with local
environmental regulatory authorities. The measurement of compliance with conditions of licences and consents involves collection

of monitoring data. Any breach of licence limits is reported to authorities as required and is investigated to determine cause and
ensure the risk of recurrence is minimised.
Greenhouse gas and energy data reporting requirements
The Group is subject to the reporting requirements of both the Energy Efficiency Opportunities Act 2006 and the National
Greenhouse and Energy Reporting Act 2007.
The Energy Efficiency Opportunities Act 2006 requires the Group to assess its energy usage, including the identification,
investigation and evaluation of energy saving opportunities, and to report publicly on the assessments undertaken, including what
action the Group intends to take as a result. As required under this Act, the Group has registered with the Department of
Resources, Energy and Tourism as a participant entity and reported the results from its initial assessments before 31 December
2008.
The National Greenhouse and Energy Reporting Act 2007 requires the Group to report its annual greenhouse gas emissions and
energy use. The first measurement period for this Act ran from 1 July 2008 to 30 June 2009. The Group has implemented
systems and processes for the collection and calculation of the data required and, in compliance with the legislation, submitted its
initial report to the Greenhouse and Energy data Officer before 31 October 2009.
Environmental prosecutions
On 17 December 2008, the Queensland Environmental Protection Agency (EPA) prosecuted a subsidiary of the Company in
relation to nitrate discharges in July 2007 that allegedly exceeded the Yarwun site environmental licence conditions. In December
2008 the Queensland Magistrates’ Court fined the subsidiary $5,000, without recording a conviction, and acknowledged the
Group's undertaking to pay $15,000 towards an EPA water quality and sampling project in Gladstone, Queensland.
Orica continues to devote considerable resources to cleaning up legacy sites and is committed to dealing with environmental
issues from the past in an honest and practical way.
Indemnification of officers
The Company's Constitution requires the Company to indemnify any person who is, or has been, an officer of the Company,
including the directors, the secretaries and other executive officers, against liabilities incurred whilst acting as such officers to the
extent permitted by law.
In accordance with the Company's Constitution, the Company has entered into a Deed of Access, Indemnity and Insurance with
each of the Company’s Directors and in a few cases specific indemnities have been provided. No director or officer of the
Company has received benefits under an indemnity from the Company during or since the end of the year.
The Company has paid a premium in respect of a contract insuring officers of the Company and of controlled entities, against a
liability for costs and expenses incurred by them in defending civil or criminal proceedings involving them as such officers, with
some exceptions. The contract of insurance prohibits disclosure of the nature of the liability insured against and the amount of the
premium paid. Executives and officers of Orica and directors of major subsidiaries have made a contribution to the insurance
contract premium.
Non-audit services
During the year, KPMG, the Company’s auditor, has performed certain other services in addition to its audit responsibilities.
The Board is satisfied that the provision of non-audit services during the year by the auditor is compatible with, and did not
compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons:
 all non-audit services were subject to the corporate governance procedures adopted by the Company and have been
reviewed by the Board Audit and Risk Committee to ensure they do not impact the integrity and objectivity of the auditor; and
 the non-audit services provided do not undermine the general principles relating to auditor independence as set out in APES
110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor’s own work, acting
in a management or decision making capacity for the Company, acting as an advocate for the Company or jointly sharing
risks and rewards.
No officer of the Company was a former partner or director of KPMG. A copy of the lead auditor’s independence declaration as
required under Section 307C of the Corporations Act is contained on page 40 of the annual report and forms part of this Directors’
report.
Details of the amounts paid to the auditor of the Company, KPMG, and its related practices for audit and non-audit services
provided during the year are disclosed in note 31.