Brambles : Notice of Annual General Meeting/Proxy Form

21 August 2017

The Manager-Listings

Australian Securities Exchange Limited Exchange Centre

20 Bridge Street

SYDNEY NSW 2000

Via electronic lodgement

Dear Sir or Madam

Brambles Limited: Notice of 2017 Annual General Meeting

Brambles Limited

ABN 89 118 896 021

Level 40 Gateway 1 Macquarie Place Sydney NSW 2000 Australia

GPO Box 4173 Sydney NSW 2001

Tel [phone] Fax [phone]

www.brambles.com

Brambles Limited will hold its 2017 Annual General Meeting on Wednesday, 18 October 2017 at The Wesley Theatre, Wesley Conference Centre, 220 Pitt Street, Sydney, New South Wales, 2000, commencing at 2.00pm.

Attached are the following documents which will be sent to ordinary shareholders on [*] August 2017:

• Notice of Annual General Meeting

• Shareholder voting form; and

• Shareholder questions form

Yours faithfully

Brambles Limited

Robert Gerrard

Group Company Secretary

{EXT 00092911}

Notice of Annual General Meeting 2017 FOCUS ON CORE DRIVERS OF VALUE

www.brambles.com

Stephen Johns

Chairman

21 August 2017

Dear fellow Shareholder,

The 2017 financial year (FY17) was a difficult year for Brambles and its shareholders. Despite resilient performances in most of our businesses, operating challenges in our US pallets business weighed on our overall financial performance.

This year was also one of transition and renewal, during which we welcomed our new CEO and CFO, took strategic actions in relation to our Oil and Gas, Aerospace and CHEP Recycled businesses and refocused our strategy on the core drivers of value.

We entered FY17 with confidence following a successful

FY16 where we had achieved strong growth. Unfortunately, the unexpected challenges in our largest business, US pallets, which emerged in the final months of the 2016 calendar year, led to the lowering of the Company's FY17 guidance in February 2017.

The impact of these challenges on the Group's projections for FY18 and FY19, coupled with the need for financial flexibility to

allow 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 (originally announced to the market in December 2013). This decision also recognised the reality of the changing operating conditions and increasingly competitive landscape in our major markets.

While our FY17 performance was disappointing, the underlying strength of all of our businesses, including US pallets,

remains intact.

Looking forward, Brambles is committed to leveraging its 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 through a focus on the core drivers of value which include: strengthening our network advantage; delivering operational and organisational efficiencies; driving capital allocation and improved cash generation; and developing our people.

We are also committed to investing in innovation and technology to explore the opportunities to support customers more closely. These include developing innovative solutions for omni-channel retail and e-commerce supply chains as well as exploring the

role of technology in delivering customer insights and driving operational efficiencies.

Enclosed is a Notice of Brambles' 2017 Annual General Meeting, which will be held at The Wesley Theatre, Wesley Conference Centre, 220 Pitt Street, Sydney NSW 2000 on Wednesday, 18 October 2017, commencing at 2.00pm (AEDT).

Most of the items of business in the Notice will be familiar to you: the motion to adopt the Remuneration Report, and the election and re-election of Directors.

One of those resolutions is for my own re-election as a director. It has been a privilege serving as a Brambles Director. If I am re-

elected, this will bring my term of service to 16 years, six of which will have been as your Chairman.

Brambles Limited

ABN 89 118 896 021

Registered Office: Level 40 Gateway

1 Macquarie Place

Sydney NSW 2000 Australia

Given my length of service, I thought it would be appropriate for me to outline my future plans. If I am re-elected, I intend to retire as Chairman and a Non-Executive Director at the conclusion of

my new three year term. My principal objectives during this period will be to lead a high performing Board, provide continuity and ongoing support to our new CEO and facilitate a smooth and successful transition to my successor.

Shareholder approval is also being sought for:

• The amendment of the Brambles Limited 2006 Performance Share Plan and the issue of shares under that Plan to Graham Chipchase (Brambles' CEO and Executive Director) and Nessa O'Sullivan (Brambles' CFO and Executive Director); and

• The issue of shares under the Brambles Limited MyShare Plan to Nessa O'Sullivan.

Full details of these proposals are set out in the Explanatory Notes to this Notice.

Also enclosed is a shareholder question form designed to give shareholders an opportunity to raise questions ahead of the Annual General Meeting, if they wish to do so. These questions may either be directed to Brambles or, if they relate to the content of the Auditors' Report or conduct of the audit, to Brambles' auditors PricewaterhouseCoopers. I will endeavour to answer the most commonly asked questions at the meeting.

Shareholders who cannot attend the meeting in person have the choice of casting "direct votes" or appointing a proxy to cast their votes. I encourage you to cast your direct vote or register your proxy appointment using the website of our share registry, Link Market Services, at www.linkmarketservices.com.au. Alternatively, please complete and mail the enclosed shareholder voting form in the reply paid envelope provided, or return it to the share registry by fax. Details on how to appoint a proxy and how to direct a proxy to vote, particularly in relation to Resolutions 2 and 7 to 11, are set out in the "How to Vote" section on pages 15 and 16 of this Notice. If you appoint me as your proxy but do not direct me how to vote, I will vote in favour of each of those resolutions.

Brambles' Directors believe the proposals set out in the Notice and described in the Explanatory Notes are in the best interests of Brambles and unanimously recommend that you vote in favour of the resolutions.

If you plan to attend the Annual General Meeting in person, please bring the enclosed shareholder voting form to facilitate your registration. As in previous years, voting at the meeting will be conducted via a poll. Shareholders are invited to join the Board for afternoon tea at the conclusion of the Annual General Meeting.

The Board looks forward to seeing as many of you as possible on the day.

Yours sincerely

Stephen Johns Chairman

2 Brambles Limited

Notice of Annual General Meeting

Notice is given that the 2017 Annual General Meeting of the shareholders of Brambles Limited will be held at The Wesley Theatre, Wesley Conference Centre, 220 Pitt Street, Sydney, NSW 2000 on Wednesday, 18 October 2017, commencing at 2.00 pm Australian Eastern Daylight

Time (AEDT) for the purpose of transacting the items of business set out below. Registration will open at

1.00 pm (AEDT).

In this Notice and Explanatory Notes, Brambles, or the Company, refers to Brambles Limited, Group refers to Brambles Limited and the entities it controlled at the end of, or during, the year ended 30 June 2017 and 2017 Corporate Governance Statement refers to the 2017 Brambles Corporate Governance Statement, which has been posted

on the Brambles website at www.brambles.com/corporate- governance-overview.

Items of Business Financial Statements

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.

   Shareholders will be asked to consider and, if thought fit, to pass the resolutions below, all of which will be proposed as ordinary resolutions.

   Remuneration Report

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

   Please refer to the instructions in the How to Vote section of this Notice on pages 15 and 16 for details of how to appoint a proxy for this resolution.

   Election of Director

   The following Director, having been appointed by the Board since the last Annual General Meeting and, being eligible, submits herself for election as a Director of Brambles.

3. "That Ms Nessa O'Sullivan be elected to the Board of Brambles."

   Re-Election of Directors

   The following Directors are to retire by rotation and, being eligible, submit themselves for re-election as a Director of Brambles.

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

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

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

   Share Plans

   Amendments to the Brambles Limited 2006 Performance Share Plan

7. "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."

   Issue of shares under the Brambles Limited MyShare Plan

8. "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."

   Participation of Executive Director in the Amended Performance Share Plan

9. "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."

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

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

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

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

12. 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.

    Participation of Executive Director in the MyShare Plan

    11."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.

    Notice of Annual General Meeting 2017 3