Brambles : Appendix 3B

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 [phone] Fax [phone]

www.brambles.com

14 January 2020

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 2,893 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.

Yours faithfully

BRAMBLES LIMITED

Robert Gerrard

Company Secretary

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

2

+Class of +securities issued or to be issued

Number of +securities issued or to be issued (if known) or maximum number which may be issued

Ordinary Fully Paid Shares

2,893

3	Principal terms of the +securities	N/A
	(e.g. if options, exercise price
	and expiry	date; if	partly paid
	+securities,	the	amount
	outstanding and due dates for
	payment;	if	+convertible
	securities,	the conversion price
	and dates for conversion)

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+ See chapter 19 for defined terms.

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4

5

6

6a

6b

Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

If the additional +securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

Issue price or consideration

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

The date the security holder resolution under rule 7.1A was passed

Yes

2,893 @ $0.00 per share

Issued pursuant to the terms of the various Brambles Employee Share Plans.

6c	Number of +securities issued
	without security holder approval
	under rule 7.1

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Appendix 3B

New issue announcement

6d	Number	of	+securities	issued
	with security	holder	approval
	under rule 7.1A
6e	Number	of	+securities	issued
	with security	holder	approval
	under	rule	7.3, or		another

specific security holder approval (specify date of meeting)

6f

6g

Number of +securities issued under an exception in rule 7.2

If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.

6h	If +securities were issued under
	rule	7.1A	for	non-cash
	consideration,	state	date on
	which valuation of consideration
	was released to ASX Market
	Announcements

6i

7

Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

+Issue dates

14 January 2020

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

					Number	+Class
8	Number	and +class	of	all	1,544,387,207	Fully paid ordinary
	+securities	quoted	on	ASX		shares
	(including the +securities in
	section 2 if applicable)

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+ See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

Number	+Class
7,601,330	Employee	options
	and	performance
	share	awards with
	respect	to	Brambles
	Limited shares, with
	various exercise and
	expiry dates

10 Dividend policy (in the case of a As for all quoted ordinary shares trust, distribution policy) on the

increased capital (interests)

Part 2 - Pro rata issue

1. Is security holder approval required?
2. Is the issue renounceable or non- renounceable?
3. Ratio in which the +securities will be offered
4. +Class of +securities to which the offer relates
5. +Record date to determine entitlements
6. Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
7. Policy for deciding entitlements in relation to fractions
8. 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 Closing date for receipt of acceptances or renunciations

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+ See chapter 19 for defined terms.

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Appendix 3B

New issue announcement

1. Names of any underwriters
2. Amount of any underwriting fee or commission
3. Names of any brokers to the issue
4. Fee or commission payable to the broker to the issue
5. Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders
6. If the issue is contingent on security holders' approval, the date of the meeting
7. Date entitlement and acceptance form and offer documents will be sent to persons entitled
8. 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
9. Date rights trading will begin (if applicable)
10. Date rights trading will end (if applicable)
11. How do security holders sell their entitlements in full through a broker?
12. How do security holders sell part of their entitlements through a broker and accept for the balance?

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+ See chapter 19 for defined terms.

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1. How do security holders dispose of their entitlements (except by sale through a broker)?
2. +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

1. 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
2. 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)

1. Number of +securities for which +quotation is sought
2. +Class of +securities for which quotation is sought
3. Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?
   If the additional +securities do not rank equally, please state:
4. • the date from which they do
   • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
   • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
5. Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another +security, clearly identify that other +security)

Number+Class

42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

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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.

1. 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.
2. 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: 14 January 2020
	(Company Secretary)
Print name:	Robert Gerrard
	== == == == ==

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+ See chapter 19 for defined terms.

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Appendix 3B Page 9

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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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 rule 7.1 that has already been used

Insert number of +equity securities issued or agreed to be issued in that 12 month period not counting those issued:

• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule 7.1 or rule 7.4

Note:

• This applies to equity securities, unless specifically excluded - not just ordinary securities
• 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

"C"

Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1

"A" x 0.15

Note: number must be same as shown in

Step 2

Subtract "C"

Note: number must be same as shown in

Step 3

Total ["A" x 0.15] - "C"

[Note: this is the remaining placement capacity under rule 7.1]

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+ 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"

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+ 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

{EXT 00079405}

+ See chapter 19 for defined terms.

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Appendix 3B Page 13