BRAMBLES LIMITED — AGM Information 2017

Oct 17, 2017

Brambles Limited ABN 89 118 896 021 Level 40 Gateway 1 Macquarie Place Sydney NSW 2000 Australia GPO Box 4173 Sydney NSW 2001 Tel +61 2 9256 5222 Fax +61 2 9256 5299 www.brambles.com

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18 October 2017

The Manager-Listings Australian Securities Exchange Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Via electronic lodgement

Dear Sir / Madam

Brambles Limited 2017 AGM – Chairman’s and CEO’s Addresses

In accordance with Listing Rule 3.13.3, I enclose the addresses to be delivered by Mr Stephen Johns, Chairman and Mr Graham Chipchase, Chief Executive Officer, at the Brambles Limited Annual General Meeting, to be held at The Wesley Theatre, Wesley Conference Centre, 220 Pitt Street, Sydney, commencing at 2.00 pm this afternoon.

Also enclosed are copies of the slides to be used during the presentations at the meeting.

Yours faithfully

BRAMBLES LIMITED

Robert Gerrard

Company Secretary

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Chairman’s address

Stephen Johns, Chairman

Ladies and gentlemen, it is a great privilege to address you today as Brambles’ Chairman.

I would like to start my address with an overview of where our company is today and the environment in which we operate.

Brambles is the world’s leading provider of logistics solutions through the provision of reusable platforms – such as pallets, crates and containers - for shared use by a wide range of participants in supply chains globally. In terms of numbers, we own and manage approximately 590 million pallets, crates and containers, which service customers in more than 60 countries. Our operations are supported by Brambles’ 14,000 employees and our network of over 850 service centres.

Our operating model is underpinned by our superior network advantage and industry-leading logistics expertise and we play an integral role in enhancing the safety, efficiency and sustainability of our customers’ supply chains.

Today, we operate in a challenging environment characterised by increasing competitive intensity, ongoing macroeconomic uncertainty and a customer base navigating the challenges of a rapidly evolving retail landscape and changing consumer behaviour.

In this context, I will now address our performance in FY17 which was a very challenging year for Brambles.

Operating challenges and withdrawal of the FY19 targets

We entered FY17 with confidence and strong momentum following a very successful FY16. Unfortunately, unexpected challenges in our largest business, US pallets, developed towards the end of the 2016 calendar year. These impacted our overall financial performance and led to the lowering of the company’s FY17 guidance in February 2017. Our CEO, Graham Chipchase, will discuss the FY17 financial performance in more detail in his address.

The flow on effects of these issues on the Group’s projections for FY18 and FY19, coupled with the need for greater financial flexibility to enable our businesses to meet the evolving needs of customers and maintain our network advantage, were the principal reasons for the Board’s decision to withdraw the FY19 financial targets, which we originally announced to the market in December 2013. This decision, which was not taken lightly, also recognised the reality of the changing operating conditions and increasingly competitive landscape in our major markets.

The Board declared total dividends for the year of 29.0 Australian cents per share, in line with 2016. Franking on the final dividend increased to 30%, from 25% for the 2017 interim dividend, reflecting a change in the portion of offshore earnings.

Strategy

As we move forward, we have reason to be confident. The fundamentals of all of our businesses remain strong and our strategy is to focus on the core drivers of value. As a result, Brambles is wellpositioned to face challenges and capitalise on opportunities.

We are committed to leveraging our global scale and industry-leading expertise as we collaborate with customers to build the supply chains of the future. We seek to deliver growth and operational excellence in our core pallet, RPC and container pooling businesses by focusing on our five core

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drivers of value which are: strengthening our network advantage; delivering operational and organisational efficiencies; driving disciplined capital allocation and improved cash generation; innovating to create new value; and developing world-class talent.

Graham Chipchase will discuss our strategic priorities in greater depth in his address.

Management and corporate actions

FY17 was also a year of transition and renewal. We welcomed Graham Chipchase and Nessa O’Sullivan to Brambles, with Graham taking over as CEO on 20 February and Nessa becoming CFO on 17 November 2016.

Since joining Brambles Graham, with the Board’s full support, has restructured the executive leadership team and outlined the strategic priorities I have previously mentioned.

The new executive leadership team reflects a flatter organisational structure, the global nature of our company and a greater balance between operational and functional leadership. This team brings together executives combining decades of experience at Brambles and fresh perspectives.

In accordance with our more focused strategy Graham, in August 2017, announced the intention to divest our North American non-pooling pallets business, CHEP Recycled. This sale process is now underway and we expect it to be completed within the current fiscal year.

Previously, we had also divested the Aerospace business in November 2016 and finalised our Oil and Gas joint venture, Hoover Ferguson Group, in October 2016.

Sustainability

We are very proud of our Sustainability achievements during the year and our solid progress towards our 2020 sustainability goals.

Starting with safety, the professionalism of our people and deeply-embedded safety culture have helped us to continue to reduce workplace injuries, down 32% over the prior year, with no fatalities in our operations during the year.

We continue to leverage our industry-leading expertise to help customers reduce costs and deliver on their own sustainability commitments. During the year, the use of our share and reuse business model coupled with over 200 customer collaboration initiatives saved 1.6 million trees and eliminated more than 2.5 million tonnes of CO2 and 1.4 million tonnes of waste from supply chains around the world.

Looking to our own supply chain, we are pleased with our progress towards our 2020 target of 100% of global timber coming from certified sources. In FY17, the percentage of timber procured from certified sources increased by 2.1 percentage points to 99.1%.

Our talent management and learning programs gained great momentum, with a 78% increase in training days per employee for the year. In keeping with Brambles’ strong commitment to inclusion and diversity, our leadership development programmes included activities that focused on understanding the impact of non-inclusive behaviours and unconscious bias in the workplace.

Brambles’ business model, sustainability program and strong approach to corporate governance are consistently recognised as best practice by leading ratings institutions that benchmark our performance in these areas against other globally listed companies. Most notably, Brambles was

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recently ranked the top performing company by the Dow Jones Sustainability Index in our industry category for 2017.

Further information on our performance against our 2020 Sustainability Goals is available on Brambles’ website and in Brambles’ 2017 Sustainability Review which was published on the 27[th] of September. Copies of this Review are available in the foyer.

Board

Before addressing Board changes and actions during the year, I would like to acknowledge shareholders’ disappointment with the Company’s FY17 performance. This disappointment is reflected in the lower level of shareholder support for some of this year’s resolutions to be considered at today’s Meeting.

I want you to understand that the Board also shares your disappointment and is united in overseeing the effective management of the Company on behalf of you, our shareholders.

In light of the FY17 financial and share price performance, the Board exercised its discretion in determining executive remuneration for the year. Specifically, the Board made the decision to not pay any FY17 Short-Term Incentive cash award to the former CEO and the former Group President of CHEP Pallets and to reduce the FY17 cash award for the former Chief Financial Officer. The Board has also approved a number of changes that strengthen Brambles’ Remuneration Policy to further align it with the Company’s strategy and the interests of shareholders. These changes will be explained in more detail by the Chairman of our Remuneration Committee, Tony Froggatt, when he addresses you shortly.

We are fortunate to have a very strong and stable board of directors that represents a balance of industry, logistics, finance and international expertise. In addition, we have had an appropriate level of Board renewal with half of our non-executive directors having been appointed during the last four years.

Following the CEO transition, Graham Chipchase was appointed to the Board on 20 February 2017 and Nessa O’Sullivan was appointed to the Board, on 24 April 2017, in her capacity as CFO. More recently, we announced Christine Cross’s retirement as a non-executive director, effective 31 August 2017. Christine, who resides in the UK, decided to reduce her travel commitments and focus on her European directorships and consultancy business. On behalf of the Board, I thank her for her valuable contribution over the past three and a half years.

As I mentioned earlier, Tahira Hassan, Brian Long and I are standing for re-election. In addition, Nessa O’Sullivan, who was appointed to the Board in April this year, is standing for election to the Board. Each of us will address the meeting prior to our respective resolutions being put to a vote.

Conclusion

To conclude, I would like to reiterate that the Board takes its responsibilities and fiduciary duties towards shareholders and their interests very seriously. I would also like to assure you that your Board holds itself accountable for providing appropriate stewardship for the company.

I would also like to thank all of our employees for their efforts over the past year, and you, our shareholders, for your attendance at this year’s AGM and for your ongoing support for Brambles.

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CEO’s address

Graham Chipchase, CEO

Good morning ladies and gentlemen.

As this is my first time addressing you at a Brambles’ AGM, I want to take this opportunity to outline my vision for Brambles and the strategic priorities we have identified as the core drivers of value for you our shareholders, for our customers and for our employees.

But before I do, I would like to take you through our FY17 financial performance and our FY18 firstquarter trading update which was announced to the market this morning.

FY17 financial performance and 1Q18 trading update

Starting with our FY17 performance: Constant-currency sales revenue growth of 6% reflected growth across all of our operating segments with particularly strong contributions from our IFCO RPC businesses and pallet businesses in Europe and Latin America.

While sales revenue growth was solid, Underlying Profit was broadly flat as competitive and direct cost pressures in the US pallets business more than offset earnings growth across our other businesses. These challenges in US pallets also impacted our Return on Capital Invested metric, which declined 2.3 percentage points to 17%.

Profit after tax declined 23% at constant currency, largely due to the US$120 million non-cash impairment of our investment in the HFG joint venture. This impairment reflects the challenging operating conditions in the global Oil & Gas sector which continue to adversely impact the financial performance of this business.

The US$262 million loss in discontinued operations primarily related to the US$243.8 million non-cash impairment of CHEP Recycled, following the announcement of our intention to divest this business during the 2018 fiscal year.

Our balance sheet remains strong, as reflected in our two key financial ratios - net debt to EBITDA of 1.73 times and EBITDA interest cover of 15.0 times for the year. Both metrics remain within the Company’s policy and well within the levels required by our banking covenants.

We continue to have significant headroom in our undrawn credit facilities and maintain our solid investment-grade rating of BBB+ from Standard & Poor’s and Baa1 from Moody’s. Our recent successful €500 million European medium-term note issue in September 2017 highlights our ability to access capital markets and issue long-term debt at attractive interest rates to high quality investors.

Turning to our trading performance in the first quarter of the 2018 fiscal year, constant-currency sales revenue growth of 6% was solid and in line with our expectation for mid-single digit revenue growth through the cycle.

Our pallet and RPC businesses in Europe are expanding strongly and we continue to make good progress in emerging markets such as Latin America. It is also pleasing to see the momentum established in our US pallets business during the last quarter of FY17 continued into the first quarter.

That said, we continue to operate in a challenging operating and competitive environment, with cost pressures across our portfolio, particularly in our US pallets business. In this context, we are focused on leveraging our global expertise to mitigate network cost inflation and strengthen our competitive advantage.

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Our vision and strategy

Our vision remains largely unchanged. We continue to aspire to be the world-leading provider of supply chain logistics solutions, enabling our customers to make supply chains more efficient, safe and sustainable.

While we recognize that our customers’ primary requirement is for high quality platforms to be where they need them and when they need them, when we refer to supply-chain solutions, I believe it is about using our unique market insights and logistics expertise to deliver value-enhancing services and products that meet the rapidly evolving needs of our customers.

Strategically, we have become more focused on our core pallet, RPC and container pooling businesses, as evidenced by the corporate actions Stephen mentioned earlier. This includes the recent announcement of our intention to divest the CHEP Recycled business which is non-core to our business model.

Investor value proposition

Brambles generates value through a virtuous circle that leverages its network advantage of scale, density and expertise to achieve superior operational efficiencies. These operational efficiencies in turn generate cash flow that can be either returned to shareholders or reinvested in the business to fund growth, innovation and the development of our people.

By providing customers with supply chain solutions in over 60 countries, Brambles offers shareholders exposure to geographically diversified earnings streams primarily from the global consumer staples sectors. For you as our shareholders, this offers an investment that displays both inherent defensive qualities and real opportunities for growth.

By focussing on our core drivers of value, which I will outline shortly, we expect to deliver sustainable growth and returns well in excess of the cost of capital. This includes delivering through the cycle:

• Sales revenue growth in the mid-single digits;

• Underlying Profit growth in excess of sales revenue growth;

• Return on Capital Invested in the mid-teens; and

• Strong cash generation to fund growth, innovation and shareholder returns.

Operating and competitive landscape

Before addressing our strategic priorities in detail, I think it is important to set out the operating and competitive landscape in which Brambles operates today.

With a predominant exposure to the consumer staples sectors, we operate in the global retail industry which is experiencing a rapidly accelerating pace of change. The emergence of e-commerce, omnichannel formats and hard discount retailers has challenged established retail business models and placed Brambles’ manufacturing and retailing customers under increasing margin and cost pressures. In turn, our customers are seeking to recoup costs from their suppliers, including CHEP and IFCO.

From a competitive perspective, in every major market in which we operate we face well-funded, viable pooling competitors attracted to the industry by healthy returns. Simultaneously, we also continue to face competition from single-use alternatives such as cardboard in the RPC businesses and nonproprietary white wood recycled pallets in our global pallets businesses.

In this operating context, our businesses are facing increasing competition and in some regions, structurally higher network costs. We need to actively address these challenges through investment in

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innovation, a differentiated service offering, superior asset quality and the delivery of additional organisational and operational efficiencies.

Focus on the core drivers of value

It is with this operating and competitive context in mind, that we have identified five core drivers of value which we believe will ensure we maintain our competitive advantage and continue delivering superior value for our customers, employees and our shareholders.

Now looking at each driver in turn: Our network advantage, which comprises the scale and density of our customer and service centre network, is critical to our value proposition for both customers and investors. We are committed to growing and strengthening our network advantage by investing in platform quality and innovative, value-enhancing solutions to drive the ongoing conversion of customers to our pooled solutions.

Within a challenging competitive and operating landscape it is imperative that we focus on delivering operational and organisational efficiencies to offset competitive and structural cost pressures. In addition to our ongoing efforts to deliver supply-chain efficiencies and optimising our network for changing customer dynamics, we have identified a number of opportunities to leverage our global scale and share best practice throughout the Group to deliver cost savings across our operations.

Consistent with our more focused strategy, we will drive disciplined capital allocation by directing our investment towards our core pallet, RPC and container pooling businesses as well as innovation. Improving our cash flow generation is a key strategic objective for Brambles. Through our increased focus on improving asset utilisation, reducing equipment loss and lowering equipment damage rates we will seek to generate sufficient cash to fully fund both dividends and reinvestment in the business.

In a world of rapidly accelerating change, innovating to create new value for our customers is core to the sustainability of our business model and competitive advantage. Faced with the expansion of e-commerce and omni-channel retail formats, we need to develop new customer solutions which increase sales, provide greater market insights and improve operational efficiencies for our customers. In the omni-channel space, we have a number of last mile solutions which encompass a range of fractional pallets that facilitate promotional display and faster replenishment in smaller store formats. In e-commerce we are in active conversations with key retailers to identify the key opportunity gaps in their supply chains and develop standardised solutions which will improve the efficiency of inbound and outbound product movements. As always, we also continue to assess new developments in material science so that we remain at the forefront of delivering the highest quality and most durable platforms to our customers.

Our investment in technology includes our commitment to allocate US$17 million in FY18 to our BXB Digital business. BXB Digital is applying technology to collect and transform data into services that track goods, optimise operations and improve supply chain efficiency. As an example, we placed digitised devices in banana crates in South Africa which allowed a customer to monitor for

environmental factors such as air flow and temperature and to gauge the impact on banana quality. This trial proved that the use of a banana crate, in comparison with cardboard packaging, reduced product damage in transit, improved product quality and increased sales.

Lastly, successfully attracting and developing world-class talent is integral to Brambles’ ongoing success. Our key priorities for our employees are safety, engagement and capability. We have a strong commitment to a Zero Harm working environment and fostering an inclusive and diverse organisation.

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We are also committed to encouraging a culture of agility and innovation where employees can grow their skills and capabilities through comprehensive, world-class development programs.

In particular, it is fundamental to our business model that our people develop their supply chain logistics expertise. We support this by ensuring that we have programs in place that leverage the Group’s historic knowledge and technical know-how which has been developed over the past 70 years.

I firmly believe that if we can ensure our people have the right skills and operate within the right culture our customers will win and in turn so will our shareholders.

Conclusion

In conclusion, Brambles is a strong business with an inherently sustainable business model that offers shareholders the opportunity for both growth and long-term attractive returns.

We have market-leading positions, a clear network advantage and a high-performance culture with a clear focus on delivering value for our customers.

Looking forward, we are focused on delivering our commitments to operational excellence, growth and innovation within the context of disciplined capital allocation.

We expect our focus on our core drivers of value to deliver sustainable growth at returns well in excess of the cost of capital and improved cash generation to fund growth, innovation and shareholder returns.

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Annual General Meeting

18 October 2017

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A poll is being held on all resolutions at this meeting. If leaving early, place completed voting cards in the ballot boxes by the exit doors.

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Stephen Johns Chairman

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Graham Chipchase CEO

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FY17 result

Statutory result impacted by non-cash impairments in discontinued operations

FY17	Change vs. FY16
Actual FX Constant FX
Continuing operations Sales revenue 5,104.3 4% 6% Underlying Profit 957.5 (3)% (1)% Interest, tax and Significant Items (512.6)
Profit after tax 444.9 (25)% (23)% Discontinued operations1 (262.0) Statutory profit after tax 182.9 (69)% (69)%
Return on Capital Invested (ROCI) 17.0% (2.3)pp (2.3)pp

1 Includes impairment of CHEP Recycled US$(243.8)m, profit on divestment of Aerospace US$19.5m, loss on divestment of Oil & Gas US$(24.9)m, results of held for sale and divested businesses US$(10.9)m and associated finance and tax expenses US$(1.9)m.

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FY17 result Balance sheet remains strong

	FY17	FY16
Net debt/EBITDA	1.73x	1.70x1
EBITDA interest cover	15.0x2	13.5x1
Undrawn committed facilities	US$1.5b	US$1.5b
FY17 Standard & Poor’s BBB+ Moody’s Baa1
	FY17
Standard & Poor’s	BBB+
Moody’s	Baa1

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• Investment grade credit ratings from Standard & Poor's and Moody's maintained

• Recent €500m European medium-term note raising reflects access to capital markets

1 FY16 includes continuing and discontinued operations.

2 Includes $12.3m of interest revenue from HFG joint venture. Excluding this amount the ratio is 13.4x.

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1Q18 trading update

Solid growth delivered in a challenging operating and competitive environment

US$m 1Q18	Change vs. 1Q17
Actual FX Constant FX
CHEP Americas 546.2 6% 5% CHEP EMEA 438.2 12% 8% CHEP Asia-Pacific 118.6 (2)% (5)% IFCO 271.0 12% 9%
Continuing operations 1,374.0 8% 6%

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Vision and strategy

Focus on core pallet, RPC and container pooling businesses

We aspire to be:

“The world-leading provider of supply chain logistics solutions, enabling our customers to make supply chains more efficient, safe and sustainable”

Portfolio actions reflect focus on core pallet, RPC and container pooling businesses

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HFG oil & gas containers joint venture completed in October 2016

CHEP Aerospace divested in November 2016

Intention to divest CHEP Recycled announced in August 2017

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Investor value proposition Creating long-term value and attractive shareholder returns

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Brambles’ value creation model
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Delivering through the cycle:

Sustainable growth at returns well in excess of the cost of capital;

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Mid-single digit revenue growth[1] ;

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Underlying Profit growth1 in excess of sales revenue growth ; and Return on Capital Invested in the mid-teens

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Cash generation to fund growth, innovation and shareholder returns:

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Free Cash Flow sufficient to fully fund capital expenditure and dividends

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1 At constant currency.

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Operating and competitive landscape Changing customer requirements and increasing competition

Industry	�E-commerce and omni-channel developments accelerating pace of change
	�Trend for consolidation in FMCG and retail industry
	�Growth of hard-discount retailers and increasing need for shelf-ready solutions
Customers	�Manufacturers and retailers under increasing margin and cost pressure
	�Growing reliance on automation increasing demand for high quality solutions
Competitors	�Disposable and one-way alternatives continue to be our largest competitor
	�Viable pooling competitors in every major market, attracted by healthy returns

Investment in innovation, differentiated service offering and superior asset quality required to sustain competitive advantage

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Focus on the core drivers of value Strategic priorities

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Grow and strengthen our network advantage

Deliver operational and organisational efficiencies

Strengthen industryLeverage our global leading position and scale and share best optimise our network practice to develop by investing in Group-wide initiatives platform quality and to offset cost and differentiated, valuecompetitive price enhancing customer pressures solutions

Drive disciplined capital allocation and improved cash generation

Drive disciplined capital Innovate to Develop allocation and improved create new world-class cash generation value talent Focus capital Develop innovative Prioritising allocation on core solutions to meet the employee safety, businesses and evolving needs of engagement and innovation customers capability Capital efficiency Utilise technology to Promoting a culture improvements to transform our of agility drive cash flow operations, products and innovation generation and services Building a pipeline BXB Digital; US$17m of future leaders investment in FY18

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Strong foundation for value creation Growth and attractive shareholder returns over the long term

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• Strong business underpinned by market-leading positions and network advantage

• High-performance culture with a clear focus on delivering value to the customer

• Operational excellence and disciplined capital allocation key to delivery of superior financial returns

• Growth and innovation remain at the core of strategy

• By delivering on our strategic objectives, we expect to deliver sustainable growth and returns well in excess of the cost of capital over the long term

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Annual General Meeting

18 October 2017

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Tony Froggatt Chairman of the Remuneration Committee

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What I will cover

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Brambles’ executive remuneration structure

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Outcomes for FY17, including share vesting

Decisions made in relation to Short Term Incentive (STI) payments

Proposed changes to our Remuneration Policy

MyShare employee share ownership scheme

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Executive remuneration policy

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Objectives

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Attract and retain high-calibre executives

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• Incentivise executives to achieve challenging performance levels

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Reward successful business strategy implementation

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• Align executive rewards with creation of shareholder value

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Senior executive remuneration structure

At risk remuneration (76%)

At risk LTI shares (32%)

Vesting over three years, performance hurdles for shares related to TSR and sales revenue/BVA

At risk STI shares (22%) Deferred for two years to provide retention and ensure continued alignment with shareholders

Fixed remuneration (24%)

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At risk LTI Fixed salary
shares
At risk
At risk STI
STI cash
shares
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Salary Superannuation, car, healthcare, etc.

At risk STI cash (22%) Annual cash bonus, based on achieving BVA, NPAT, cash flow and personal objectives

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FY17 remuneration outcomes

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Modest salary increases for senior executives

Short-term incentives (STIs) and deferred share awards substantially lower than 2016 reflecting company performance

Long-term incentives (LTIs) vested at 20% compared with 75% in 2016

No increase to Non-Executive Director fees

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FY17 STI decisions

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No STI was paid to the former CEO

No STI was paid to the former Group President, CHEP Pallets

STI payments were reduced for other executives, including the former CFO

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Changes to our STI Plan

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Comprehensive review of our remuneration strategy in 2017 has recommended some changes to our remuneration policy and structure From FY18 we will move from BVA to Underlying Profit

Increase in the proportion of STI based on financials from 70% to 80% Inclusion of a Brambles Group Free Cash Flow target for executives

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Proposed changes to our LTI Plan

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• We are seeking shareholder approval for changes relating to our LTI Plan The proposed changes only apply to LTI plan grants from FY18 onwards

• No changes to existing LTI plan structure or targets

• Introduction of an international comparator index reflecting the global nature of the Brambles business

• Move from BVA to Return on Capital Invested (ROCI) to provide greater transparency of business performance to investors and a greater line of sight for executives

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Proposed changes to our LTI Plan (cont’d) Summary of proposed changes

LTI Plan	LTI plans to FY17	LTI plans from FY18 onwards
External metric 50% based on Relative Total Shareholder Return against ASX100 Index 25% based on Relative Total Shareholder Return against ASX100 Index 25% based on Relative Total Shareholder Return against MSCI World Industrials Index
Internal metric 50% based on Sales CAGR/BVA matrix 50% based on Sales CAGR/ROCI matrix

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Changes to Executive Shareholding Policy

Key changes include:

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• CEO’s shareholding requirement will be increased from 100% to 150% of base salary to be built up over 5 years; and

ELT members will not be permitted to sell shares other than to pay tax requirements until they have achieved 100% of their shareholding requirements.

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Proposed changes to our Clawback Policy

Brambles is proposing to strengthen our existing clawback arrangements to broaden the discretion to cancel STI and LTI share awards which have been granted but which have not vested

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MyShare update

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Brambles strongly committed to employee share ownership

Since initial launch in 2008, more than 4,000 employees in 40 countries have elected to participate

MyShare employees now own 3.65 million Brambles shares

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Final comments – remuneration

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Brambles remuneration strategy supports the business strategy

Proposed changes enhance the alignment between executives and shareholders

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Our remuneration policy is designed to reward executives for the creation of shareholder value

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Annual General Meeting

18 October 2017

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How to ask a question

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Go to a designated microphone

Show your red voting card or yellow non-voting card Give the attendant your name

Wait until you have been introduced to the meeting

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Voting procedure

Discretionary proxy votes given to Chairman will be cast in favour of each item of business

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Item 1

To consider and receive the Financial Report, Directors’ Report and Auditors’ Report for Brambles and the Group for the year ended 30 June 2017.

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Item 2

As an ordinary resolution

To adopt the Remuneration Report for Brambles and the Group for the year ended 30 June 2017.

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Proxies and direct votes received

Item 2

To adopt the Remuneration Report

	For	Discretionary	Against	Abstain
Proxy votes	878,737,615	4,976,105	267,405,092	20,201,425
Direct votes	16,186,987	-	3,158,481	-
Total	894,924,602	4,976,105	270,563,573	20,201,425
	76.46%	0.42%	23.12%

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Mark your voting card

Item 2

To adopt the Remuneration Report

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Election of Nessa O’Sullivan

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Item 3

As an ordinary resolution

That Ms Nessa O’Sullivan be elected to the Board of Brambles.

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Proxies and direct votes received

Item 3

That Ms Nessa O’Sullivan be elected to the Board of Brambles.

	For	Discretionary	Against	Abstain
Proxy votes	1,152,449,203	5,043,710	12,600,078	1,290,556
Direct votes	19,084,279	-	333,119	-
Total	1,171,533,482	5,043,710	12,933,197	1,290,556
	98.49%	0.42%	1.09%

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Mark your voting card

Item 3

That Ms Nessa O’Sullivan be elected to the Board of Brambles.

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Re-election of Tahira Hassan

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Item 4

As an ordinary resolution

That Ms Tahira Hassan be re-elected to the Board of Brambles.

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Proxies and direct votes received

Item 4

That Ms Tahira Hassan be re-elected to the Board of Brambles.

	For	Discretionary	Against	Abstain
Proxy votes	1,086,968,611	5,008,499	79,320,970	1,286,364
Direct votes	17,581,020	-	1,840,387	-
Total	1,104,549,631	5,008,499	81,161,357	1,286,364
	92.76%	0.42%	6.82%

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Mark your voting card

Item 4

That Ms Tahira Hassan be reelected to the Board of Brambles.

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Re-election of Stephen Johns

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Item 5

As an ordinary resolution

That Mr Stephen Paul Johns be re-elected to the Board of Brambles.

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Proxies and direct votes received

Item 5

That Mr Stephen Paul Johns be re-elected to the Board of Brambles.

	For	Discretionary	Against	Abstain
Proxy votes	872,987,807	5,011,230	291,363,593	2,020,917
Direct votes	16,327,940	-	3,043,140	-
Total	889,315,747	5,011,230	294,406,733	2,020,917
	74.81%	0.42%	24.77%

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Mark your voting card

Item 5

That Mr Stephen Paul Johns be reelected to the Board of Brambles.

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Re-election of Brian Long

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Item 6

As an ordinary resolution

That Mr Brian James Long be re-elected to the Board of Brambles.

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Proxies and direct votes received

Item 6

That Mr Brian James Long be re-elected to the Board of Brambles.

	For	Discretionary	Against	Abstain
Proxy votes	946,659,654	5,017,199	213,347,165	6,359,529
Direct votes	16,895,027	-	2,424,084	-
Total	963,554,681	5,017,199	215,771,249	6,359,529
	81.36%	0.42%	18.22%

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Mark your voting card

Item 6

That Mr Brian James Long be reelected to the Board of Brambles.

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Item 7

As an ordinary resolution

That the Brambles Limited 2006 Performance Share Plan, as amended in the manner described in the Explanatory Notes accompanying this Notice of meeting (the Amended Performance Share Plan ), and the issue of shares under the Amended Performance Share Plan, be approved for all purposes, including for the purpose of Australian Securities Exchange Listing Rule 7.2, exception 9.

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Proxies and direct votes received

Item 7

Amendments to the Brambles Limited 2006 Performance Share Plan.

	For	Discretionary	Against	Abstain
Proxy votes	1,151,631,838	5,001,597	12,507,448	2,180,664
Direct votes	18,291,702	-	1,124,585	-
Total	1,169,923,540	5,001,597	13,632,033	2,180,664
	98.43%	0.42%	1.15%

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Mark your voting card

Item 7

Amendments to the Brambles Limited 2006 Performance Share Plan.

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Item 8

As an ordinary resolution

That the Brambles Limited MyShare Plan (the MyShare Plan ) and the issue of shares under the MyShare Plan, be approved for all purposes, including for the purpose of Australian Securities Exchange Listing Rule 7.2, exception 9.

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Proxies and direct votes received

Item 8

Issue of shares under the Brambles Limited MyShare Plan.

	For	Discretionary	Against	Abstain
Proxy votes	1,109,142,987	4,972,598	54,950,739	2,252,460
Direct votes	18,154,080	-	1,186,056	-
Total	1,127,297,067	4,972,598	56,136,795	2,252,460
	94.86%	0.42%	4.72%

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Mark your voting card

Item 8

Issue of shares under the Brambles Limited MyShare Plan.

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Item 9

As an ordinary resolution

That the participation by Mr Graham Chipchase until the 2018 Annual General Meeting in the Amended Performance Share Plan in the manner set out in the Explanatory Notes accompanying this Notice of Meeting be approved for all purposes including for the purpose of Australian Securities Exchange Listing Rule 10.14.

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Proxies and direct votes received

Item 9

Participation of Graham Chipchase, Executive Director, in the Amended Performance Share Plan.

	For	Discretionary	Against	Abstain
Proxy votes	983,846,137	4,910,269	177,667,198	4,896,943
Direct votes	17,457,268	-	1,896,139	-
Total	1,001,303,405	4,910,269	179,563,337	4,896,943
	84.44%	0.42%	15.14%

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Mark your voting card

Item 9

Participation of Executive Director in the Amended Performance Share Plan.

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Item 10

As an ordinary resolution

That the participation by Ms Nessa O'Sullivan until the 2018 Annual General Meeting in the:

• a) Brambles Limited Performance Share Plan (if the amendments to the Performance Share Plan under Resolution 7 is not obtained); or

• b) the Amended Performance Share Plan (if approval of the amendments to the Performance Share Bran under Resolution 7 is obtained),

in the manner set out in the Explanatory Notes accompanying this Notice of Meeting be approved for all purposes including for the purpose of Australian Securities Exchange Listing Rule 10.14.

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Proxies and direct votes received

Item 10

Participation of Nessa O’Sullivan, Executive Director, in the Performance Share Plan or the Amended Performance Share Plan.

	For	Discretionary	Against	Abstain
Proxy votes	975,453,553	5,345,994	185,661,945	4,860,981
Direct votes	17,482,318	-	1,826,993	-
Total	992,935,871	5,345,994	187,488,938	4,860,981
	83.74%	0.45%	15.81%

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Mark your voting card

Item 10

Participation of Executive Director in the Performance Share Plan or the Amended Performance Share Plan.

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Item 11

As an ordinary resolution

That the participation by Ms Nessa O'Sullivan until 18 October 2020 in the Brambles Limited MyShare Plan in the manner set out in the Explanatory Notes accompanying this Notice of Meeting be approved for all purposes including the purpose of Australian Securities Exchange Listing Rule 10.14.

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Proxies and direct votes received

Item 11

Participation of Executive Director in the MyShare Plan.

	For	Discretionary	Against	Abstain
Proxy votes	1,108,723,244	5,346,434	55,019,262	2,232,533
Direct votes	18,044,912	-	1,250,226	-
Total	1,126,768,156	5,346,434	56,269,488	2,232,533
	94.82%	0.45%	4.73%

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Mark your voting card

Item 11

Participation of Executive Director in the MyShare Plan.

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Please deposit your voting cards at the exit

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The poll has now closed

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Annual General Meeting

18 October 2017

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Disclaimer

The release, publication or distribution of this presentation in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this presentation is released, published or distributed should inform themselves about and observe such restrictions.

This presentation does not constitute, or form part of, an offer to sell or the solicitation of an offer to subscribe for or buy any securities, nor the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this presentation in any jurisdiction in contravention of applicable law. Persons needing advice should consult their stockbroker, bank manager, solicitor, accountant or other independent financial advisor. Certain statements made in this presentation are forward-looking statements.

The views expressed in this presentation contain information that has been derived from publically available sources that have not been independently verified. No representation or warranty is made as to the accuracy, completeness or reliability of the information.

These forward-looking statements are not historical facts but rather are based on Brambles’ current expectations, estimates and projections about the industry in which Brambles operates, and beliefs and assumptions. Words such as "anticipates“, "expects“, "intends“, "plans“, "believes“, "seeks”, "estimates“, "will", "should", and similar expressions are intended to identify forward-looking statements.

These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors, some of which are beyond the control of Brambles, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Brambles cautions shareholders and prospective shareholders not to place undue reliance on these forward-looking statements, which reflect the view of Brambles only as of the date of this presentation. The forward-looking statements made in this presentation relate only to events as of the date on which the statements are made. Brambles will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances or unanticipated events occurring after the date of this presentation except as required by law or by any appropriate regulatory authority.

Past performance cannot be relied on as a guide to future performance.

To the extent permitted by law, Brambles and its related bodies corporate, and each of its and their officers, employees and agents will not be liable in any way for any loss, damage, cost or expense (whether direct or indirect) incurred by you in connection with the contents of, or any errors, omissions or misrepresentations in, this presentation.

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