BRAMBLES LIMITED — Share Issue/Capital Change 2019

Sep 15, 2019

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 www.brambles.com

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16 September 2019

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

via electronic lodgement

Dear Sir/Madam

ISSUE OF SHARES PURSUANT TO EXERCISE OF OPTIONS/AWARDS

We wish to advise that 3,167 ordinary shares in Brambles Limited have been issued as a consequence of the exercise of share awards under the various Brambles Employee Share Plans. Attached is the Form of Application for Official Quotation of Additional Securities for those shares.

The number of securities referred to in item 8 of the attached application takes into account the 22,451,086 fully paid ordinary shares in Brambles which have been cancelled as a result of the shares bought back up to 12 September 2019. A copy of the notice of cancellation of shares arising from that buy-back will be provided to the ASX in accordance with Listing Rule 3.8A.

Yours faithfully

BRAMBLES LIMITED

Company Secretary

Robert Gerrard

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

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.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

BRAMBLES LIMITED

ABN

89 118 896 021

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1+Class of+securities issued or tobe issued2Number of+securities issued orto be issued (if known) ormaximum number which may beissued3Principal terms of the+securities(e.g. if options, exercise priceand expiry date; if partly paid+securities,theamountoutstanding and due dates forpayment;if+convertiblesecurities, the conversion priceand dates for conversion)	Ordinary Fully Paid Shares
	3,167
	N/A

• See chapter 19 for defined terms.

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4Do the+securities rank equally inall respects from the+issue datewith an existing+class of quoted+securities?If the additional+securities donot rank equally, please state:• the date from which they do• the extent to which theyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpayment• the extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment5Issue price or consideration6Purpose of the issue(If issued as consideration for theacquisition of assets, clearlyidentify those assets)6aIs the entity an+eligible entitythat has obtained security holderapproval under rule 7.1A?If Yes, complete sections 6b – 6hin relation to the+securities thesubject of this Appendix 3B, andcomply with section 6i6bThe date the security holderresolution under rule 7.1A waspassed6cNumber of+securities issuedwithout security holder approvalunder rule 7.1	Yes
	3,167 @ $0.00 per share
	Issued pursuant to the terms of the variousBrambles Employee Share Plans.

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• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6dNumber of+securities issuedwith security holder approvalunder rule 7.1A6eNumber of+securities issuedwith security holder approvalunder rule 7.3, or anotherspecific security holder approval(specify date of meeting)6fNumber of+securities issuedunder an exception in rule 7.26gIf+securities issued under rule7.1A, was issue price at least 75%of 15 day VWAP as calculatedunder rule 7.1A.3? Include the+issue date and both values.Include the source of the VWAPcalculation.6hIf+securities were issued underrule7.1Afornon-cashconsideration, state date onwhich valuation of considerationwas released to ASX MarketAnnouncements6iCalculate the entity’s remainingissue capacity under rule 7.1 andrule 7.1A – complete Annexure 1and release to ASX MarketAnnouncements7+Issue datesNote: The issue date may be prescribed by ASX(refer to the definition of issue date in rule19.12). For example, the issue date for a pro rataentitlement issue must comply with theapplicable timetable in Appendix 7A.Cross reference: item 33 of Appendix 3B.8Numberand+classofall+securitiesquotedonASX(_including_the+securities insection 2 if applicable)
	16 September 2019
	Number	+Class
	1,572,431,399	Fully paid ordinaryshares

• See chapter 19 for defined terms.

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9Numberand+classofall+securities not quoted on ASX(_including_the+securities insection 2 if applicable)10Dividend policy (in the case of atrust, distribution policy) on theincreased capital (interests)	Number	+Class
	5,518,441	Employeeoptionsandperformanceshare awards withrespect to BramblesLimited shares, withvarious exercise andexpirydates
	As for all quoted ordinary shares

Part 2 - Pro rata issue

11	Issecurityholderapproval
	required?
12	Is the issue renounceable or non-
	renounceable?
13	Ratio in which the+securities will
	be offered
14	+Class of+securities to which the
	offer relates
15	+Recorddatetodetermine
	entitlements
16	Willholdingsondifferent
	registers (or subregisters) be
	aggregatedforcalculating
	entitlements?
17	Policy for deciding entitlements
	in relation to fractions
18	Names of countries in which the
	entity has security holders who
	will not be sent new offer
	documents
	Note: Security holders must be told how their
	entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closingdateforreceiptof
	acceptances or renunciations

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• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

20	Names of any underwriters
21	Amount of any underwriting fee
	or commission
22	Names of any brokers to the issue
23	Fee or commission payable to the
	broker to the issue
24	Amount of any handling fee
	payable to brokers who lodge
	acceptances or renunciations on
	behalf of security holders
25	If the issue is contingent on
	security holders’ approval, the
	date of the meeting
26	Date entitlement and acceptance
	form and offer documents will be
	sent to persons entitled
27	If the entity has issued options,
	and the terms entitle option
	holders to participate on exercise,
	the date on which notices will be
	sent to option holders
28	Date rights trading will begin (if
	applicable)
29	Date rights trading will end (if
	applicable)
30	How do security holders sell their
	entitlements_in full_through a
	broker?
31	How do security holders sell_part_
	of their entitlements through a
	brokerandacceptforthe
	balance?

• See chapter 19 for defined terms.

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• 32 How do security holders dispose of their entitlements (except by sale through a broker)?

• 33 +Issue date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

• (b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000

  • 1,001 - 5,000

  • 5,001 - 10,000

  • 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

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• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38Number of+securities for which+quotation is sought39+Class of+securities for whichquotation is sought40Do the+securities rank equally inall respects from the+issue datewith an existing+class of quoted+securities?If the additional+securities do notrank equally, please state:• the date from which they do• the extent to which theyparticipateforthenextdividend, (in the case of a trust,distribution)orinterestpayment• the extent to which they do notrank equally, other than inrelation to the next dividend,distributionorinterestpayment41Reason for request for quotationnowExample: In the case of restricted securities, endof restriction period(if issued upon conversion ofanother+security, clearly identifythat other+security)42Numberand+classofall+securitiesquotedonASX(_including_the+securities in clause38)
	Number	+Class

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• See chapter 19 for defined terms.

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Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted +quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................Date: 16 September 2019

(Company Secretary)

Print name: Robert Gerrard

== == == == ==

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• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

• Insert number of fully paid[+] ordinary securities on issue 12 months before the + issue date or date of agreement to issue Add the following: • Number of fully paid[+] ordinary securities issued in that 12 month period under an exception in rule 7.2

• • Number of fully paid[+] ordinary securities issued in that 12 month period with shareholder approval

• • Number of partly paid[+] ordinary securities that became fully paid in that 12 month period

• Note: • Include only ordinary securities here – other classes of equity securities cannot be added

• • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• Subtract the number of fully paid + ordinary securities cancelled during that 12 month period “A”

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• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15[Note: this value cannot be changed]
Multiply“A” by 0.15
Step 3: Calculate “C”, the amount of placement capacity under rule7.1 that has already been used
**Insert**number of+equity securities issuedor agreed to be issued in that 12 monthperiod_not counting_those issued:• Under an exception in rule 7.2• Under rule 7.1A• With security holder approval underrule 7.1 or rule 7.4Note:• This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities• Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed• It may be useful to set out issues ofsecurities on different dates asseparate line items
“C”
Step 4: Subtract “C” from [“A” x “B”] to calculate remainingplacement capacity under rule 7.1
“A” x 0.15Note: number must be same as shown inStep 2
Subtract“C”Note: number must be same as shown inStep 3
Total[“A” x 0.15] – “C”	[Note: this is the remaining placementcapacity under rule 7.1]

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated “A” Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes:

• This applies to equity securities – not just ordinary securities

• • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• • It may be useful to set out issues of securities on different dates as separate line items

• “E”

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A “A” x 0.10 Note: number must be same as shown in Step 2 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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