BRAMBLES LIMITED — Transaction in Own Shares 2021

Nov 22, 2021

Brambles Limited

ABN 89 118 896 021 Level 10 Angel Place, 123 Pitt Street Sydney NSW 2000 Australia GPO Box 4173 Sydney NSW 2001 Tel +61 2 9256 5222 Fax +61 2 9256 5299

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23 November 2021

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

Via electronic lodgement

Dear Sir/Madam

Brambles Limited: On-Market Share Buy Back

Attached is an Appendix 3C announcement of buy-back notice relating to the on-market buyback of shares on 22 November 2021 for the buy-back programme announced on 6 September 2021.

The release of this announcement was authorised by Robert Gerrard, Company Secretary.

Yours faithfully Brambles Limited

Robert Gerrard Company Secretary

This appendix is available as an online form Only use this form if the online version is not available

+Rule 3.8A

Appendix 3C Notification of buy-back

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 – Entity and announcement details

Part 1 –	Entity and announcement details
Question no	Question	Answer
1.1	*Name of entity We (the entity named above) provide the following information about our buy-back	Brambles Limited
1.2	*Registration type and number Please supply your ABN, ARSN, ARBN, ACN or another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number).	ABN 89118896021
1.3	*ASX issuer code	BXB
1.4	*The announcement is Select whichever is applicable.	☐New announcement ☐Update/amendment to previous announcement ☐Cancellation of previous announcement ☒Daily buy-back notification Not applicable for selective buy-backs (complete Part 4) ☐Final buy-back notification (complete Part 5)
1.4b	*Reason for update Answer this question if your response to Q 1.4 is “Update/amendment to previous announcement”.
1.4c	*Date of initial notification of buy-back Answer this question if your response to Q 1.4 is “Update/amendment to previous announcement” or “Cancellation of previous announcement”.
1.4d	*Date of previous announcement to this update Answer this question if your response to Q 1.4 is “Update/amendment to previous announcement”.
1.4e	*Reason for cancellation Answer this question if your response to Q 1.4 is “Cancellation of previous announcement”.
1.4f	*Date of previous announcement to this cancellation Answer this question if your response to Q 1.4 is “Cancellation of previous announcement”.
1.5	*Date of this announcement	23/11/2021
1.6	*Class of +securities the subject of the buy-back: Note: only one type of buy-back for one class of security can be advised in this notification. If a buy-back extends to more than one class of security, a separate notification is required for each class.	ASX Security Code: BXB Security Description: Ordinary Shares

• See chapter 19 for defined terms 5 June 2021

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Appendix 3C Notification of buy-back

This appendix is available as an online form

Part 2 –Type of buy-back

Questio n No.	Question	Answer
2.1	*The type of buy-back is Note this form is not required for minimum holding buy-backs (i.e. buy-backs of unmarketable parcels). The only notification required to ASX for a minimum holding buy-back is the lodgement of an Appendix 3H within 5 business days of the completion of the minimum holding buy-back notifying ASX of the cancellation of the securities bought back in accordance with listing rule 3.8A.	☐ Employee share scheme buy- back ☒ On-market buy-back ☐ Equal access scheme buy- back ☐ Selective buy-back ☐ Other buy-back Select one item. Note: “Other buy-back” does not include a minimum holding buy-back. The section “Other buy-back” will generally only be applicable to an entity established outside Australia.
2.2	Please describe the type of buy-back Answer this question if your response to Q 2.1 is “Other buy-back”.

Part 3 –Buy-back details

Part 3A – Details of +securities, price and reason

3A.1	*Total number of +securities on issue in the class of +securities to be bought back
3A.2	*Total number of +securities proposed to be bought back Answer this question if your response to Q 2.1 is “Employee share scheme buy-back, “Selective buy-back” or “Other buy-back”.
3A.3	*Name of person or description of class of persons whose +securities are proposed to be bought back Answer this question if your response to Q 2.1 is “Selective buy- back”.
3A.4	*Does the entity intend to buy back a minimum number of +securities Answer this question if your response to Q 2.1 is “On-market buy- back”.	Yes or No
3A.4a	*Minimum number of +securities intended to be bought back. Answer this question if your response to Q 2.1 is “On-market buy- back” and your response to Q 3A.4 is “Yes”.
3A.5	*Does the entity intend to buy back a maximum number of securities? Answer this question if your response to Q 2.1 is “On-market buy- back”	Yes or No
3A.5a	*Maximum number of +securities proposed to be bought back Answer this question if your response to Q 2.1 is “On-market buy- back” and your response to Q 3A.5 is “Yes”.
3A.6	*Name of broker or brokers who will offer to buy back +securities on the entity’s behalf Answer this question if your response to Q 2.1 is “On-market buy- back”.	UBS Securities Australia Limited (ABN 62 008 586 481)

• See chapter 19 for defined terms

5 June 2021

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Appendix 3C Notification of buy-back

This appendix is available as an online form

3A.7	*Percentage of +securities the entity will offer to buy back Answer this question if your response to Q 2.1 is “Equal access scheme buy-back”.	%
3A.8	*Approximate total number of +securities that will be bought back if all buy-back offers are accepted (disregarding any rounding and restrictions on foreign participation) Answer this question if your response to Q 2.1 is “Equal access scheme buy-back”.
3A.9	*Are the +securities being bought back for a cash consideration? Note: if the securities are being bought back for nil cash consideration, answer this question “No”.	Yes or No
3A.9a	*Is the price to be paid for +securities bought back known? Answer this question if your response to Q 3A.9 is “Yes”.	Yes or No
3A.9a(i)	*In what currency will the buy-back consideration be paid? Answer this question if your response to Q 3A.9 is “Yes”. Note: all prices below are to be expressed in this currency.
3A.9a(ii)	*Buy-back price per +security
	Answer this question if your response to Q 3A.9 is “Yes” and your response to Q3A.9a is “Yes”.
3A.9a(iii)	*Capital component of buy-back price per +security Answer this question if your response to Q 2.1 is “Equal access scheme buy-back”, your response to Q 3A.9 is “Yes” and your response to Q3A.9a is “Yes”.
3A.9a(iv)	*Dividend component of buy-back price per +security Answer this question if your response to Q 2.1 is “Equal access scheme buy-back”, your response to Q 3A.9 is “Yes” and your response to Q3A.9a is “Yes”.
3A.9a(v)	*Indicative buy-back price per +security Answer this question if your response to Q2.1 is anything other than “On-market buy-back”, your response to Q 3A.9 is “Yes” and your response to Q3A.9a is “No”. Please lodge an update to this form when the final buy-back price is known.
3A.9b	*Please describe the consideration being provided to buy back the +securities Answer this question if your response to Q3A.9 is “No”.
3A.10	*Do the buy-back terms allow for a scale-back? Answer this question if your response to Q 2.1 is “Equal access scheme buy-back”.	Yes or No
3A.10a	*Please summarise the scale-back terms Answer this question if your response to Q 2.1 is “Equal access scheme buy-back” and your answer to Q 3A.10 is “Yes”.

• See chapter 19 for defined terms 5 June 2021

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Appendix 3C Notification of buy-back

This appendix is available as an online form

3A.11	*What will be done with fractional entitlements? Answer this question if your response to Q 2.1 is “Equal access scheme buy-back”.	☐Fractions rounded up to the next whole number ☐Fractions rounded down to the nearest whole number or fractions disregarded ☐Fractions of 0.5 or more rounded up ☐Fractions over 0.5 rounded up ☐Not applicable
3A.12	*Reason for buy-back Answer this question if your response to Q 2.1 is “Other buy- back”.
3A.13	Please provide a URL for where the buy-back offer document can be viewed online with offer acceptance codes Answer this question if your response to Q 2.1 is “Equal access scheme buy-back”

Part 3B – Buy-back restrictions and conditions

3B.1	*Does the buy-back require security holder approval? Disregard any security holder approval that has already been obtained.	Yes or No
3B.1a	Type of security holder approval required Answer this question if your response to Q 3B.1 is “Yes”.	Ordinary resolution or Special resolution
3B.1b	*Anticipated date of security holder meeting to approve the buy-back Answer this question if your response to Q 3B.1 is “Yes”.
3B.2	*Are there any restrictions on foreign participation in the buy-back Answer this question if your response to Q 2.1 is “Equal access scheme buy-back”, “Selective buy-back” or “Other buy-back”.	Yes or No
3B.2a	*Please summarise the restrictions on foreign participation Answer this question if your response to Q 2.1 is “Equal access scheme buy-back”, “Selective buy-back” or “Other buy-back” and your response to Q 3B.2 is “Yes”.
3B.2b	*For holdings in the name of a custodian or nominee, will the foreign participation restrictions be applied to the address of the custodian or nominee or the address of the beneficial holder? Answer this question if your response to Q 2.1 is “Equal access scheme buy-back”, “Selective buy-back” or “Other buy-back” and your response to Q 3B.2 is “Yes”.	Custodian/ nominee or Beneficial holder
3B.3	*Are there any other conditions that need to be satisfied before the buy-back offer becomes unconditional Answer this question if your response to Q 2.1 is “Employee share scheme buy-back, “Equal access scheme buy-back”, “Selective buy-back” or “Other buy-back”	Yes or No

• See chapter 19 for defined terms 5 June 2021

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Appendix 3C Notification of buy-back

This appendix is available as an online form

3B.3a	*Please summarise the conditions Answer this question if your response to Q 2.1 is “Employee share scheme buy-back, “Equal access scheme buy-back”, “Selective buy-back” or “Other buy-back” and your response to Q 3B.3 is “Yes”.

Part 3C - Key dates

Employee Share Scheme, Selective and Other Buy-Backs Answer the questions in this part if your response to Q 2.1 is “Employee share scheme buy-back”, “Selective buy-back” or “Other buy-back”	Employee Share Scheme, Selective and Other Buy-Backs Answer the questions in this part if your response to Q 2.1 is “Employee share scheme buy-back”, “Selective buy-back” or “Other buy-back”	Employee Share Scheme, Selective and Other Buy-Backs Answer the questions in this part if your response to Q 2.1 is “Employee share scheme buy-back”, “Selective buy-back” or “Other buy-back”
3C.1	*Anticipated date buy-back will occur
On-market buy-back Answer the questions in this part if your response to Q 2.1 is “On-market buy-back”
3C.2	*Proposed buy-back start date
3C.3	*Proposed buy-back end date Note: under ASIC Regulatory Guide 110, this date must be no longer than 12 months after the receipt of any approval necessary from security holders for the buy-back or, if no such approval is required, 12 months after notice is given to ASIC of the buy-back under the Corporations Act.
Equal access scheme buy-back Answer the questions in this part if your response to Q 2.1 is “Equal access scheme buy-back”
3C.4	*Buy-back announcement date This is day 0 in the timetable for an equal access scheme buy- back in section 11 of appendix 7A of the listing rules. Note: If the buy-back requires security holder approval, that approval must be obtained before day 0.
3C.5	*+Record date for participation in the offer This is the date on which the register is closed to determine entitlements to the buy-back and must be at least 4 business days after the announcement date (day 4 in the timetable in section 11 of appendix 7A of the listing rules). Setting this date will pre- populate a number of the date fields in the remainder of the timetable below. Note: The record date and ex date cannot be changed (including to postpone or cancel them) any later than 12 noon Sydney time on the day before the previous ex date advised to ASX.
3C.6	*Ex date Trading in the securities commences on an “ex buy-back” basis. This is the business day prior to the record date (day 3 in the timetable in section 11 of appendix 7A of the listing rules). Note: The record date and ex date cannot be changed (including to postpone or cancel them) any later than 12 noon Sydney time on the day before the previous ex date advised to ASX.
3C.7	*Buy-back offer open date
3C.8	*Last date for entity to send serially numbered acceptance forms to persons entitled This date must be no more than 3 business days after the record date
3C.9	*Last day to extend the buy-back offer close date This date is 5 business days before the offer close date
3C.10	*Buy-back offer closing date This date must be not less than 15 business days after the record date
3C.11	*Anticipated date buy-back will occur

• See chapter 19 for defined terms

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Appendix 3C Notification of buy-back

This appendix is available as an online form

3C.12	*Last day for entity to lodge a final buy-back notice with ASX under listing rule 3.8A. This date is no more than one business day after the buy-back offer closing date
3C.13	*Last day for entity to update its register to cancel the +securities bought back and to lodge an Appendix 3H with ASX under listing rule 3.8A notifying the number of +securities that have been cancelled due to the buy-back. This date is no more than 5 business days after the entity has given the final buy-back notice to ASX.

Part 3D – Other information

3D.1	Any other information the entity wishes to notify to ASX about the buy-back

Part 4 – Daily buy-back notification

Answer the questions in this part if your response to Q 2.1 is “Employee share scheme buy-back”, “On-market buy-back”, “Equal access share scheme buy-back” or “Other buy-back”) and you are giving a daily buy-back notification under listing rule 3.8A. A daily buy-back notification must be submitted for these types of buy-backs at least half an hour before the commencement of trading on the business day after any day on which securities are bought back (per listing rule 3.8A).

4.1	*Date of this notification	*Date of this notification	23/11/2021
4.2	*Previous day on which +securities were bought back		22/11/2021
		Before previous day	On previous day
4.3	*Total number of +securities bought back, or in relation to which acceptances have been received	12,011,810	396,843
4.4	*Total consideration paid or payable for the +securities	A$124,262,796.95	A$4,152,128.62
4.5	*Highest price paid Answer these questions if your response to Q 2.1 is “On-market buy-back”.	A$10.57 *Date highest price was paid: 17/11/2021	A$10.52
4.6	*Lowest price paid Answer these questions if your response to Q 2.1 is “On-market buy-back”.	A$10.04 *Date lowest price was paid: 29/10/2021	A$10.35
4.7	*Highest price allowed to be paid by entity on the previous day under listing rule 7.33: Answer this question if your response to Q 2.1 is “On-market buy-back”. Note: Listing Rule 7.33 provides that a listed entity may only buy back securities under an on-market buy-back at a price which is not more than 5% above the volume weighted average market price for securities in that class, calculated over the last 5 days on which sales in the shares were recorded before the day on which the purchase under the buy-back was made.		$10.9800

• See chapter 19 for defined terms 5 June 2021

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Appendix 3C Notification of buy-back

This appendix is available as an online form

4.8	*If the entity has disclosed an intention to buy back a maximum number of +securities, the remaining number of +securities to be bought back as at the end of the previous day Note: ASX has calculated this number for you based on previous notifications. If it is not correct, please amend it to the correct number and consider whether any updates need to be made to previous notifications.	Up to a total of 144,400,000 fully paid ordinary shares. 12,408,653 shares have been purchased to date, the remaining number of shares to purchased is up to a number of 131,991,347 shares.

Part 5 – Final buy-back notification

Answer the questions in this part if you are giving a final buy-back notification under listing rule 3.8A.

For on-market buy-backs, a final buy-back notification must be submitted at least half an hour before the commencement of trading on the business day after the company buys back the maximum number of securities that it wanted or the company decides it will stop buying back securities.

For equal access buy-back schemes, a final buy-back notification must be submitted no later than five business days after the buy-back offer closing date.

For employee share scheme buybacks, selective buy-backs and other buy-backs, a final buy-back notification must be submitted by no later than five business days after the completion of the buy-back.

5.1	*Total number of +securities bought back
5.2	*Total consideration paid or payable for the +securities
5.3	*Highest price paid
	Answer this question if your response to Q 2.1 is “On-market buy-back”.
5.4	*Date highest price was paid Answer this question if your response to Q 2.1 is “On-market buy-back”.
5.5	*Lowest price paid Answer this question if your response to Q 2.1 is “On-market buy-back”.
5.6	*Date lowest price was paid
	Answer this question if your response to Q 2.1 is “On-market buy-back”.

Introduced 05/06/21

• See chapter 19 for defined terms 5 June 2021

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