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IT’S OUR FUTUREMyShare Information Guide

2017 Plan Year

Introduction

MyShare is Brambles’ global Employee Share plan (the Plan). It has been designed to give Employees the opportunity to build ownership in our company. Through participation in MyShare, employees can purchase shares in Brambles and have those shares matched by Brambles on a 1:1 basis if certain conditions are met.

This guide outlines how the Plan works, who is eligible and what you need to do to participate. It also provides you with contact details, should you require further information. Please refer to the Glossary on page 26 for definitions of the terms and references used in this guide. This guide contains general information only and does not constitute financial product advice. Investing in shares has risks. Share prices can fall as well as rise and exchange rates can vary. The value of your investment can, therefore go up or down. Employees should, therefore, obtain independent investment, financial, taxation and/or other professional advice before deciding whether or not to participate in MyShare.

Contents

Introduction 02

How MyShare works 04

Applying for MyShare 05

Your contributions 07

An example of participation in MyShare 09

Understanding MyShare 11

Further information 14

Frequently Asked Questions 16

Additional Information 21

Tax Guide 23

Appendix/Glossary of Terms 26

(Terms defined in the glossary appear in bold when they are first used in this document)

MyShare Information Guide 2017 Plan Year

ABOUT MYSHARE

“I like the MyShare program because you can enrol on an annual basis. So, you are not tied to it for the length of your employment. So, it’s really in the employee’s control from that perspective.”

Michelle Vitello

How MyShare worksMyShare has been designed to make it as easy as possible for you to participate.

For example:

• you choose to participate for an initial, (minimum) 12-month period;

• you can choose to contribute between A$100 and A$5,000 per year from your post-tax salary (the amount that you contribute will be the equivalent local currency);

• your contribution will be used to purchase Shares in Brambles on the Australian Securities Exchange (ASX) every month – these shares are called Acquired Shares;

• as a Brambles shareholder, you will receive Voting Rights and Dividends on your Acquired Shares. You may also elect to purchase more Brambles shares with any Dividends paid on your Acquired Shares;

• for every share that you purchase with your contributions, Brambles will provide you with

• an additional share right at no cost – these are called Matching Share Rights; and

• the Matching Share Rights entitle you to Matching Shares for the 2017 Plan Year, provided you remain employed within the Brambles Group (in most circumstances) and retain ownership of the corresponding Acquired Shares until March 2019.

Who is eligible to participate?MyShare is being offered to all individuals who are full or part-time permanent employees of any company within the Brambles Group on 1 November 2016 and who reside in any of the following countries.

Argentina Denmark Italy Saudi Arabia United Arab Emirates

Austria Finland Malaysia Singapore United Kingdom

Australia France Mexico Slovakia United States of America

Belgium Germany Netherlands South Africa Zimbabwe

Brazil Greece New Zealand Spain

Canada Hungary Norway Sweden

Chile Hong Kong Poland Switzerland

China India Portugal Thailand

Czech Republic Ireland Romania Turkey

Applying for MyShare

Already participating in MyShare? Do nothing to continue participating!

If you are currently participating in MyShare and wish to continue participating at your current rate, you don’t need to do anything, your current Annual Election will rollover for next year. For example if you participated at 50% of the maximum last year, your participation will rollover at 50% of the new annual maximum.

If you wish to change your participation rate or stop participating in MyShare for 2017, you will need to Modify or Delete your participation by following the “Applying online” instructions on the following page. To change your Annual Contribution Amount, select “Modify”, to stop participating, choose “Delete”.

If you wish to Modify or Delete your participation you will need to complete the amendment to your participation online by no later that 10pm (Australian Eastern Daylight Saving Time) on 13 January 2017.

Not currently participating in MyShare?

You will be able to apply in one of two ways. You can apply either online or by contacting your local payroll or human resources contact. More information about applying can be found on page 6. No other form of Application will be accepted.

If your payroll department has provided your email address you will receive your Invitation via email to your registered email address (Email Recipients). If your payroll has not provided an email address for you, you will receive an Invitation letter to your home address on record (Mail Recipients). If you do not have access to the internet you may obtain a hard copy Application form from your local payroll or human resources department. You will need to return this Application form to your local payroll or human resources contact, who will accept the offer on your behalf.

Please note that the Plan Administrator, (Boardroom Pty Limited), must receive your Application by 10pm (Australian Eastern Daylight Saving Time) on 13 January 2017.

“MyShare makes me feel differently about my job and about Brambles as a company as well, because you feel that you are part of the company. I not only receive my salary for the work I am doing , but I also get to share in the success of the Company through MyShare.”

Elisa Quiroz

Applying online

Mail Recipients: Email Recipients:

1. Enter the web link contained in your Invitation Letter (www.employeeserve.com.au/brambles) which will take you to the Brambles EmployeeServe website.

2. (a) Current Participants If you wish to change your Annual Contribution Amount for MyShare 2017 click on the “MyShare 2017 Offer” tab at the top of the page and then “Modify”. If you wish to cancel participation for MyShare 2017 click on “Delete”.

(b) New Participants Click on the “MyShare 2017 Offer” tab at the top of the page and then “Apply”, to proceed with your Application.

During the enrolment process, you will be asked to choose how you would like to receive your Dividend. You can elect to reinvest your Dividend via the Dividend Share Program or receive your Dividend as a cash payment. To receive your Dividend as cash in your local currency, you will need to register your banking details with Boardroom during the enrolment step.

Once your enrolment is complete, you will be provided with a unique confirmation number. Please keep this number as a record of your Application.

If you entered a valid email address during your enrolment, you will also be sent an email confirming that your Application has been received.

1. Click on the web link contained in your Invitation Email which will take you to the Brambles EmployeeServe website (www.employeeserve.com.au/brambles).

2. (a) Current Participants If you wish to change your Annual Contribution Amount for MyShare 2017 click on the “MyShare 2017 Offer” tab at the top of the page and then “Modify”. If you wish to cancel participation for MyShare 2017 click on “Delete”.

(b) New Participants Click on the “MyShare 2017 Offer” tab at the top of the page and then “Apply”, to proceed with your Application.

During the enrolment process, you will be asked to choose how you would like to receive your Dividend. You can elect to reinvest your Dividend via the Dividend Share Program or receive your Dividend as a cash payment. To receive your Dividend as cash in your local currency, you will need to register your banking details with Boardroom during the enrolment step.

Once your enrolment is complete, you will be provided with a unique confirmation number. Please keep this number as a record of your Application.

If you entered a valid email address during your enrolment, you will also be sent an email confirming that your Application has been received.

Applying via your local payroll or Human Resources contact

If you are unable to apply online, please contact your local payroll or Human Resources contact for assistance. You will be required to complete a hardcopy Application form. You will need to return your Application form to your local payroll or Human Resources contact who will accept the offer on your behalf. Your local payroll or Human Resources contact should provide you with a print out of the confirmation information for your records.

Your contributions

How do I contribute?

Your Annual Contribution Amount will be divided by your number of pays periods in the 2017 Plan year. Payroll deductions will start in February and finish (for the current Plan Year) in the following January. Acquired Shares will be purchased on your behalf from March through to the following February.

How much should I contribute?

It’s up to you to decide how much you wish to contribute. Before the start of each MyShare Plan Year, Brambles will set a minimum and maximum Annual Contribution Amount in your local currency. On the following page are the minimum and maximum contribution limits applicable to each country for the 2017 MyShare Plan Year. You should carefully read all of the Plan documentation and seek your own financial, taxation and/or other professional advice to determine how much you would like to contribute over the Plan Year.

“You take a look at the decisions you have to make on a daily basis and you almost start thinking wow how is this going to effect the stock I have in the company, so with MyShare I feel like I am more a part of the company, I feel like I am more invested in the company & more invested with the company for the long term.”

Chris Bair

Contribution Limits Exchange Rates/AUD

Country CurrencyExchange

Rate

Minimum Annual

ContributionAmount

Maximum Annual

ContributionAmount

MonthlyFortnightly

orBi-Weekly

Weekly

Australia AUD 1 100 5,000 416.67 192.31 96.15

Argentina ARS 11.5524 1,155 57,762 4,814 2,222 1,111

Austria EUR 0.6943 69 3,472 289 134 67

Belgium EUR 0.6943 69 3,472 289 134 67

Brazil BRL 2.4404 244 12,202 1,017 469 235

Canada CAD 1.0008 100 5,004 417 192 96

Chile CLP 510.7862 51,079 2,553,931 212,828 98,228 49,114

China CNY 5.1247 512 25,624 2,135 986 493

Czech Republic CZK 18.7609 1,876 93,805 7,817 3,608 1,804

Denmark DKK 5.1657 517 25,829 2,152 993 497

Finland EUR 0.6943 69 3,472 289 134 67

France EUR 0.6943 69 3,472 289 134 67

Germany EUR 0.6943 69 3,472 289 134 67

Greece EUR 0.6943 69 3,472 289 134 67

Hong Kong HKD 5.909 591 29,545 2,462 1,136 568

Hungary HUF 212.357 21,236 1,061,785 88,482 40,838 20,419

India INR 50.812 5,081 254,060 21,172 9,772 4,886

Ireland EUR 0.6943 69 3,472 289 134 67

Italy EUR 0.6943 69 3,472 289 134 67

Malaysia MYR 3.19985 320 15,999 1,333 615 308

Mexico MXN 17.478 1,748 87,390 7,283 3,361 1,681

Netherlands EUR 0.6943 69 3,472 289 134 67

New Zealand NZD 1.0738 107 5,369 447 207 103

Norway NOK 6.2659 627 31,330 2,611 1,205 602

Poland PLN 2.9925 299 14,963 1,247 575 288

Portugal EUR 0.6943 69 3,472 289 134 67

Romania RON 3.1266 313 15,633 1,303 601 301

Saudi Arabia SAR 2.8567 286 14,284 1,190 549 275

Singapore SGD 1.0592 106 5,296 441 204 102

Slovakia EUR 0.6943 69 3,472 289 134 67

South Africa ZAR 10.8338 1,083 54,169 4,514 2,083 1,042

Spain EUR 0.6943 69 3,472 289 134 67

Sweden SEK 6.7366 674 33,683 2,807 1,296 648

Switzerland CHF 0.7544 75 3,772 314 145 73

Thailand THB 26.925 2,693 134,625 11,219 5,178 2,589

Turkey TRY 2.3512 235 11,756 980 452 226

United Arab Emirates AED 2.7972 280 13,986 1,166 538 269

United Kingdom GBP 0.6261 63 3,131 261 120 60

USA USD 0.7616 76 3,808 317 146 73

Zimbabwe ZWD 498.2931 49,829 2,491,466 207,622 95,826 47,913

Exchange rates provided by Brambles Treasury at 15 October 2016.

PurchasesContribution

(€)FX Rate at Transfer

Available Funds (A$)

Share Price (A$)

Number ofAcquired Shares

Purchased

Monies left over

(A$)

March 83.33 0.7197 115.78 $11.59 9 11.47

April 83.33 0.7271 126.08 $10.78 11 7.50

May 83.33 0.7148 124.08 $11.53 10 8.78

June 83.33 0.6875 129.99 $10.51 12 3.87

July 83.33 0.6746 127.39 $10.86 11 7.93

August 83.33 0.6233 141.62 $9.88 14 3.30

September 83.33 0.6329 134.97 $9.65 13 9.52

October 83.33 0.641 139.52 $10.31 13 5.49

November 83.33 0.6869 126.80 $10.94 11 6.46

December 83.33 0.6637 132.01 $11.65 11 3.86

January 83.33 0.6484 132.38 $11.00 12 0.38

February 83.33 0.6578 127.06 $12.36 10 3.46

At the end of the Plan Year, the Employee has contributed €999.96 and 137 Acquired Shares have been purchased. If the Employee chooses to participate in the next Plan Year, the remaining A$3.46 (Residual Balance) will be rolled over. If the Employee chooses not to participate in the next Plan Year, the surplus funds will remain with the Plan Administrator until you either rejoin the Plan or leave the Brambles Group. If you rejoin the Plan the A$3.46 will be included in the next purchase. If you do not rejoin the Plan and you leave the Brambles Group the $3.46 will be donated to charity.

An example of participation in the PlanOur example Employee is located in Spain. The annual limits for the 2017 Plan Year are a minimum of A$100 and a maximum of A$5,000. In Euro this converts to a minimum of €69 and a maximum of €3,472.

The Employee chooses to contribute a total of €1,000 over the 12 months of the Plan Year. The Employee is paid monthly so over a 12-month period payroll will automatically deduct €83.33 per month, from the Employee’s pay.

Each month Boardroom converts the contributions to Australian dollars. For example, the March contribution amount of €83.33 converts to A$115.78 for the first purchase.

In the table below, you will see that even though the monthly contribution remains the same, the funds available to purchase Acquired Shares will vary due to changes in the exchange rate. In addition, the number of shares purchased will also vary due to changes in the Brambles Share price.

“What I like about MyShare is the fact that it is available to everyone across the globe it’s one consistent plan that we all share in regardless of what level you are in the organisation.”

Phil Turss

Examples of Employee Holdingsunder the Plan

Employee 1 Employee 2 Employee 3 Employee 4

Initial Contribution (€) € 999.96 € 999.96 € 999.96 € 999.96

Number of Acquired Shares at the end of the Plan Year

137 137 137 137

Number of Acquired Shares sold by the Participant during Qualification Period

0 0 -100 -50

Number of Matching Entitlements resulting in allocation of Shares

137 137 37 87

Total Number of Shares 274 274 74 174

Share Price at end of Qualification Period

A$12.50 A$12.80 A$12.50 A$12.50

Value € 2,252.97 € 2,307.04 € 608.47 € 1,430.72

What will the value of my holding be at the end of the Qualification Period?

There are many possible scenarios at the end of the Qualification Period, depending on the Brambles Share price and how many Acquired Shares you have retained. Some examples are covered in the table below.

All figures used in the table above are examples only - Brambles’ Share price and foreign exchange rates fluctuate and the number of shares purchased will be affected by both as will the value of the holding at the end of the Qualification Period.

Employee 1

Employee 1 contributes €999.96 and doesn’t sell any of her Acquired Shares during the Qualification Period. At the end of the Qualification Period, she has 137 Acquired Shares. Because she has fulfilled the Matching Conditions (i.e. she is employed by Brambles and still holds all of her Acquired Shares), her Matching Entitlements (Share Rights) will automatically become Fully Paid Ordinary Shares at the end of the Qualification Period. This leaves her with 274 Fully Paid Ordinary Shares, valued at €2252.97 (based on a share price of A$12.50 converted to Euros at the exchange rate at the end of the Qualification Period).

Employee 2

The example using Employee 2 shows that if the share price is higher then the overall value of the holding increases. Similarly, if the share price goes down, the overall value of the holding will decrease.

“MyShare changes my view about Brambles as they want a long term partner from their employees in the company. They give us the opportunity to buy into the company, they give an opportunity to share in the success of the company. and they give us the opportunity to make decisions that affect the bottom line and now not only for their stock ... but my stock as well.”

Chris Bair

Employee 3

Employee 3 sells 100 of her Acquired Shares during the Qualification Period leaving her with a balance of 37. The Matching Share Entitlements tied to the sold shares will be forfeited. At the end of the Qualification Period, provided she is still an Employee, Employee 3 will hold 37 Acquired Shares and 37 Matching Shares thereby giving her a balance of 74 Fully Paid Ordinary Shares.

Employee 4

Employee 4 sells only 50 of his Acquired Shares during the Qualification Period, leaving him with a balance of 87. The Matching Share Entitlements tied to the sold shares will be forfeited. At the end of the Qualification Period, provided he is still an Employee, Employee 4 will hold 87 Acquired Shares and 87 Matching Shares thereby giving him a balance of 174 Fully Paid Ordinary Shares.

Understanding MyShare

Share Purchases

The MyShare Plan Administrator will use your contributions to purchase the Acquired Shares in Brambles on the Australian Securities Exchange (ASX). Acquired Shares will be purchased on the last trading day of each month during the Plan Year.

Brambles will pay the brokerage and administration costs of acquiring these shares.

Your Acquired Shares will be held by a Nominee on the Brambles Share Registry. The Nominee will hold all Acquired Shares for MyShare in the name of the Nominee. The Terms and Conditions of the Nominee service are available online at (www.employeeserve.com.au/brambles).

Selling your Shares

You can ask the Plan Administrator to sell some or all of your Acquired Shares prior to the end of the two year Qualification Period, but by doing so, you will lose the right to receive the associated Matching Shares.

IMPORTANT: Share sales under the Plan are subject to the Brambles Security Trading Policy. Brambles takes compliance with this policy seriously. A breach of this policy by any Employee will be regarded as a breach of employment and may result in termination.

A copy of Bramble’s Security Trading Policy is available at the Boardroom website (www.employeeserve.com.au/brambles). The policy is also included in the Brambles Code of Conduct (Schedule 9), which can be viewed, or downloaded, from the Brambles website (www.brambles.com).

Variations to participation during the Plan Year

Once the offer has closed, the choices you have made in your Application will apply to the full Plan Year. This means you won’t be able to change or cancel your contributions unless:

• you change the country you work in and/or the currency in which you are paid;

• you take unpaid leave; or

• you receive approval from the Board to cease contributing during the Plan Year.

Note for Employees in the European Union (EU)

Due to local law, the total amount of annual contributions which may be made by Employees in the EU, or Employees on secondment from or to an EU country (EU Employees), in any twelve month period, is capped at €5,000,000.

Currently EU Employees have used approximately €2,363,348 of the €5,000,000 limit resulting in a limit for the MyShare 2016 offer of €2,636,652.

If Applications from EU Employees total more than €2,636,652, each applicant’s contribution will be scaled back in the same proportion, so that the €5,000,000 cap is not breached. If the €5,000,000 cap is reached during the first offer of a Plan Year, an interim offer will not be made to EU Employees later in that Plan Year. If a scale back is required, the minimum Annual Contribution Amount for your country will be reduced in proportion to the scale back. For the purposes of determining whether the €5,000,000 cap has been reached, the value of contributions applied for by Employees in Czech Republic, Denmark, Hungary, Poland, Sweden and the UK will be converted into Euros at the prevailing exchange rates at 23 January 2017.

Example 1

A MyShare offer is made to EU Employees in December 2016 for the 2017 Plan Year. Applications to contribute €3,000,000 are received from EU Employees. Combining the MyShare 2016 acceptance €2,363,348 with the MyShare 2016 Applications €3,000,000 totals €5,363,348 and will breach the €5,000,000 limit by €363,348. To ensure that contributions do not exceed €5,000,000 in total each EU Employee’s contribution will be scaled back by 12.11%. For example, if an EU Employee applied to contribute €2,000 per year, their contribution would be scaled back to €1,758 per year.

Example 2

A MyShare offer is made to EU Employees in December 2016 for the 2017 Plan Year. Applications to contribute €2,000,000 are received from EU Employees. Combining the MyShare 2016 acceptance €2,363,348 with the MyShare 2017 Applications €2,000,000 totals €4,363,348. As the total remains within the €5,000,000 limit, the MyShare 2017 Applications from all EU Employees will be accepted in full.

“Once the opportunity came for us to own a part of the company, I was like YES PLEASE can I do this now?”

Edlene White

Receiving your free Matching Shares

For every Acquired Share purchased, you will be granted a Matching Share Right to receive a Matching Share at the end of the two year Qualification Period, as long as:

• you are still employed by a company in the Brambles Group; and

• you still hold the Acquired Shares that the Matching Shares relate to.

The Qualification Period ends on the second anniversary of the first Acquired Share purchase for each Plan Year. For example, if you join the 2017 Plan the first purchase will be made in March 2017, the Qualification Period will end in March 2019. (Please note that in some circumstances the Qualification Period may be reduced for leavers – see page 14 for conditions).

Your Dividend election

For the 2016 financial year, Brambles paid shareholders an interim and a final Dividend totaling A$0.29 per share.

When you receive Dividends from your Shares, you can elect to invest the Dividends in Brambles Shares through the Dividend Share Program or choose to receive a cash payment.

If you are a participant in the Dividend Share Program, the share price used to calculate the dividend allotment is calculated using the daily average of the volume weighted average market price for Brambles shares sold on the ASX automated trading system for a period of 10 trading days commencing on the second trading day after the record date (rounded to the nearest cent), less any discount that the Board may determine. Currently, the Board has determined no discount will apply.

If you prefer to receive a cash dividend payment, and have registered your banking details with Boardroom, then the payment will be send directly to your bank account.

You will need to nominate how you wish to receive your Dividends at the same time you enrol in MyShare.

Phantom Shares

In Canada and South Africa it is either not possible or practical to purchase Fully Paid Ordinary Shares, due to tax treatment or local laws. Therefore, Phantom Acquired Shares and Phantom Matching Shares will be offered to Employees in these countries.

The difference between Phantom Shares and Fully Paid Ordinary Shares is that Phantom Shares will not be purchased, held or sold by the Employee. The Phantom Shares have the following terms and conditions:

• The number of Phantom Acquired Shares and Phantom Matching Shares allocated will equal those that would have been awarded if Fully Paid Ordinary Shares could be issued.

• The same Matching Conditions apply to both Matching Shares and Phantom Matching Shares.

• On satisfaction of the Matching Conditions, a cash payment equal to the Market Value of the Phantom Share Holding (Acquired and Matching Phantom Shares) will be automatically made to the Employee.

• Holders of Phantom Shares (Acquired and Matching) will not receive Dividends or voting entitlements.

Leaving Brambles

MyShare is for Brambles Employees only. If you leave Brambles, you will not be able to continue your participation in the Plan.

In normal circumstances, if you leave Brambles before the end of the Qualification Period you will be ineligible to receive Matching Entitlements. However, there are some circumstances under which you can still receive these entitlements. These are outlined in the table below:

Reason for leaving the Company Entitlement

Good Leaver Ceasing employment with the Brambles Group for any reason other than resignation or termination for gross misconduct or poor performance (Other Leaver).

100% of Matching Shares or Phantom Matching Shares that have been awarded prior to your last day of employment.

Other Leaver Resignation or termination for gross misconduct or poor performance.

No entitlement to Matching Shares or Phantom Matching Shares

Further Information

Brambles has set up a MyShare website, myshare.brambles.com, which contains further details on the Plan. The website includes a link to the My Share Knowledge Centre (at the top right of the website) at which additional information about MyShare can be obtained. This includes a video explaining the MyShare plan, a copy of the MyShare Plan Rules and a MyShare Information Guide. There are risks associated with investing in shares so it is important that you review and read the information at the MyShare Knowledge Centre and obtain any necessary professional advice before making a decision to continue your participation in MyShare.

If you need any further information, please email Boardroom at ([email protected].) Alternatively, you can contact Boardroom via telephone on +61 2 9290 9600 (International call rates apply) / 1800 180 833 (within Australia).

In additional to the MyShare website, Brambles will also provide you with a copy of the Plan Rules within a reasonable time of you requesting.


FAQ

Frequently Asked QuestionsBenefits

How do I benefit from participating in MyShare?

In most countries, you will be able to purchase shares in Brambles in a cost effective way. If the Matching Conditions are met, excluding any personal taxation, you will essentially receive a 50% discount on the purchase price of Brambles Shares. You will also be eligible for Dividends on your Acquired Shares. MyShare also gives you the opportunity to invest any Dividends paid on Acquired Shares back into the Plan to purchase more Brambles Shares.

What are Phantom Shares? How are they different to Shares?

Phantom Shares (both Acquired and Matching) will be offered in some countries where it is not possible, due to local law or tax treatment, to offer real equity (Shares). In the MyShare 2017, Offer, Phantom Acquired Shares and Phantom Matching Share Rights will be offered in Canada and South Africa. Participation in the Phantom Plan will mirror normal participation except that shares will not be physically purchased, held or sold. There is also no Dividend payment on Phantom Shares. On the second anniversary of the first Phantom allocation, the Market Value of the holding (both Acquired and Matching Phantom Shares) less any relevant taxes will be automatically paid to the Employee.

Why has MyShare been introduced?

The objectives in offering MyShare to Employees are to:

• increase the proportion of Employees who hold Shares in Brambles;

• assist in the retention of Employees by providing an additional benefit over normal remuneration; and

• align the interests of Brambles’ Employees with those of its shareholders. Through participation in MyShare Employees benefit in the same way as shareholders and as such have a common goal.

Can my family members participate in MyShare?

MyShare is only available to eligible Employees. Once the Qualification Period is complete, you may transfer Shares to family members. You may also choose to transfer your Acquired Shares to a family member before the Qualification Period is up. However, if you choose to do this, your Matching Shares will be forfeited. Please make sure you check the tax implications of transferring your Shares to a third party with your personal tax or financial advisor.

Is there a minimum length of service required to participate in the Plan?

There is no minimum length of service required to join MyShare. To be able to participate in MyShare for 2017, eligible Employees only need to be employed by the Brambles Group in a MyShare country.

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Frequently Asked Questions continued

If I joined Brambles after 1 November 2016, can I participate in this Plan Year?

Employees who commence after 1 November 2016 will have the opportunity to join the MyShare program via the “ new starter program”.

What happens if I go on temporary leave (e.g. maternity/parental leave, sick leave, long-service leave, sabbatical)?

As long as you are receiving your pay, deductions will be made to purchase Shares/Phantom Shares and these Shares/Phantom Shares will be matched. If you take unpaid leave during the 12-month period of the Plan and as a result your contributions to the Plan cease, purchases and the Matching Share/Phantom Share Entitlements will also cease. If you recommence paid leave or employment during the same Plan Year, your contributions, purchases and matching will recommence. You will be unable to make additional payments prior to, or upon returning from, temporary leave.

How to participate

I am a current Participant do I need to reapply to participate next year?

No, if you are a current Participant, your participation will rollover for next year. For example if you are currently participating at 50% of the maximum, your election will default to 50% of the new maximum for 2017. If you wish to continue with no change, you don’t need to do anything upon receiving your offer. If you wish to change your participation rate or cancel your participation for 2017 you will need to make this change online.

Can I choose to participate in either the Share Plan or the Phantom Share Plan?

No. Only Employees in Canada and South Africa, or those Employees on secondment from or to these countries may participate in the Phantom Share Plan.

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Contributions

What exchange rates will be used to calculate the minimum and maximum annual contribution limits?

Brambles Treasury Rates from 15 October 2016 will be used for the 2017 Plan Year. These can be found on page 8 of this guide.

Can I choose the currency of my contributions?

No. The currency of your contributions will be determined by the currency in which you are regularly paid.

Do I have to make my contributions through my payroll?

Yes. The only way you may purchase Shares/Phantom Shares is through payroll deductions and monthly Share/Phantom Share purchases. The only exception is for Employees on Workers Compensation, where contributions will need to be forwarded to your payroll in time for your monthly Share/Phantom Share purchase. If your payroll does not receive contributions for your monthly Share/Phantom Share purchase, Shares/Phantom Shares will not be purchased or matched for that month.

If I move to a different country and the currency of my salary changes, how will my new contributions be calculated?

The new contributions will be calculated using the Brambles Treasury Rates for the new currency at 15 October 2016. For example if you were in the UK, paid monthly and elected to contribute the maximum, A$5,000, which converted to £3,131 (or £261 monthly) and then moved to the US, your annual contribution would change to US$3,808 (US$317 monthly).

Can I make contributions through salary sacrifice?

No. Deductions will be made from your salary after tax.

Can I make a lump sum payment towards my annual contribution?

No.

How do I know if Boardroom has received my contributions?

The first salary deduction will be taken from your first pay in February 2017. If no deduction occurs, you will need to contact your payroll immediately to ensure that contributions are sent and your shares are purchased. If Boardroom does not receive contributions for you, shares will not be purchased or matched.

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Shares

What Share price will be used to calculate my purchases?

Acquired Shares will be purchased on market through the ASX. The price of which your Acquired shares will be purchased will, therefore, be the then current market price of Brambles shares. You can obtain details of the current market price of Brambles shares on Brambles’ website (www.brambles.com/share-price). The details will be available throughout the Plan Year.

How can I track how many Shares have been purchased on my behalf each month?

After the Allocation Date, you will be able to see your holding online at (www.employeeserve.com.au/brambles). Each month your Acquired Share purchase details, Matching Share Entitlements and your Residual Balance will be updated.

After each purchase, where will my Acquired Shares be held?

Your Acquired Shares will be held by a Nominee on the Brambles Share Registry. The Acquired Shares for MyShare will be registered in the name of the Nominee and held on your behalf.

As an Employee shareholder, what rights will I have?

You will have voting entitlements on your Acquired Shares and be eligible to participate in any capital reorganisation. Phantom Acquired Shares do not carry the same entitlements as Acquired Shares. As such, there are no Dividends or voting entitlements on Phantom Shares and Phantom Participants are ineligible to take part in any capital reorganisation.

When can I sell my Acquired Shares?

You can sell your Acquired Shares at any time, however under most circumstances, if you sell your Acquired Shares before the end of the Qualification Period, your Matching Shares will be forfeited.

How can I sell my Acquired Shares?

You can sell your Shares through the MyShare online sale facility at (www.employeeserve.com.au/brambles) or by transferring the Shares into your own name and using a Broker of your choice. All Share sales need to comply with the Brambles Security Trading Policy which can be accessed at (www.brambles.com) If you are a Designated Person you will also need to obtain permission to sell or transfer out of the Plan from the Brambles’ Company Secretary.

On satisfaction of the Matching Conditions how will my Matching Shares be obtained?

On satisfaction of the Matching Conditions, Matching Shares will be obtained through the issue of new Shares, or the transfer of existing Shares, as the Board decides at the relevant time.

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Is there any limit on the number of new Shares that may be issued under MyShare Plan and any other Brambles Employee share plan?

The limit on the number of new Shares that may be issued under MyShare and any other Employee share plan is 5% of the Shares on issue in accordance with the Australian Securities and Investments Commission Class Order 03/184. Relocating

I am relocating within the Brambles Group, but my payroll will stay the same. How do I continue to participate?

As your contributions are payroll based, you don’t need to do anything in this circumstance. Your contributions will continue as per your previous arrangement.

I am relocating within the Brambles Group, but my payroll will change. How do I continue to participate?

If you relocate, in this circumstance you will need to:

1. Advise your new payroll that you are a Participant.

2. Fill out a ‘Relocation Form’, available at (www.employeeserve.com.au/brambles).

3. Ensure that the new payroll makes deductions as per your new Annual Election.

If your salary will be paid in a different currency, please refer to the Contribution Limits table on page 8 for the minimum and maximum Annual Contribution Amounts applicable to your new currency. Then elect an Annual Contribution Amount in your new salary currency based on the minimum and maximum Contribution Limits for your new currency.

What if I relocate to a non-participating country?

If you move to a non-participating country, your contributions will cease. However, your existing Acquired and Matching Share Rights will remain in the Plan and become available at the second anniversary of the first Allocation Date. Please obtain financial advice regarding the tax implications on your Acquired and Matching Share Rights in this circumstance.

Further Information

How can I find out more about MyShare?

Page 14 sets out where you can obtain further information about MyShare.

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Where can I get more information about Brambles?

More information about Brambles can be found on Brambles’ website at (www.brambles.com). The Brambles Annual Report will be available on this website when released each year, following the full year annual results.

How do I view my holding during the year?

To view and manage your holding please log onto (www.employeeserve.com.au/brambles) and enter your Username and Password.

I have forgotten my Username or Password – how can I get another one?

If you have forgotten your Username or Password, visit the Brambles EmployeeServe website at (www.employeeserve.com.au/brambles) and click on the “Forgotten Username” and/or “Forgotten Password” links to reset your login details. Alternatively, please contact Boardroom directly.

Additional Information

Financial Services Guide

As Boardroom may provide financial services in relation to the Plan, it may be required to give you a Financial Services Guide (FSG) setting out the particulars relevant to those financial services. The FSG can be provided to Brambles as your agent to receive the FSG in a manner agreed by the agent. If you participate in the Plan, you are deemed to appoint Brambles as your agent to receive the FSG (and any updates). The FSG will be provided to Brambles and will be posted on the Brambles’ intranet site.

You can also access the FSG online at (www.employeeserve.com.au/brambles) or request a copy from Boardroom.

Important Note

This guide is a summary of the Plan only. MyShare is governed by the Plan Rules. If there is any conflict between this guide and the Plan Rules or applicable law, the Plan Rules and applicable law will take precedence. The Plan Rules and further information about the Plan can be found online at (www.employeeserve.com.au/brambles).

Investing in shares has risks. Share prices can fall as well as rise and exchange rates can vary. The value of your investment can, therefore go up or down. Participation in MyShare should be considered carefully. Brambles cannot advise you whether to participate in the Plan. Employees should obtain independent investment, financial, taxation and/or other professional advice before deciding whether or not to participate in MyShare.

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TAX GUIDE

Tax GuideProvided below is a summary of the Employer and Employee taxation implication of MyShare awards for each jurisdiction where offers are made. This information broadly outlines the tax implications of participating in the Plan, however it should not be used as a substitute for specific taxation advice. Neither Brambles, nor Boardroom will be held responsible for employees who act solely on the information provided in this guide. Please be aware that the following summary is based on tax legislation in force as at August 2015, and that this legislation and its implications may change over time.

Taxation Summary for MyShare

CountryAcquired Shares1

Matching Conditional Rights

SaleEmployee Taxation

Employer obligation at Vesting (=Exercise)

Grant Vesting(=Exercise) Sale Reporting Withholding

Argentina (Phantom)1 Yes2 No Yes N/A Yes Yes

Australia Yes No Yes Yes3 Yes No

Austria Yes No Yes Yes Yes Yes

Belgium No No Yes No Yes Yes

Brazil Yes No Yes Yes Yes Yes

Canada (Phantom) Yes4 No5 Yes N/A Yes Yes6

Chile Yes No Yes Yes Yes Yes

China (Phantom) Yes No Yes N/A Yes Yes

China Yes No Yes Yes Yes Yes

Czech Republic Yes7 No Yes Yes Yes Yes

Denmark Yes No Yes Yes Yes No

Finland Yes No Yes Yes Yes Yes

France Yes No Yes8 Yes Yes Yes9

Germany Yes No Yes Yes Yes Yes

Greece Yes10 No Yes Yes Yes No11

Hong Kong No No Yes12 No Yes No

Hungary Yes No Yes Yes No13 No14

India Yes No Yes Yes Yes Yes15

Ireland Yes No Yes Yes Yes Yes

Italy Yes No Yes Yes Yes Yes16

1. Shares are acquired by employees using post-tax salary and at fair market value (i.e. without discount). As such, there are no tax implications at the time of acquisition for any country.

2. Income tax payable on the difference between the gross cash payment received and the total cash contributions made to obtain the phantom acquired shares.3. No capital gains tax payable where shares are sold within 30 days of vesting as the sales proceeds are taxed as ordinary income.4. Income tax payable on the difference between the gross cash payment received and the total cash contributions made to obtain the phantom acquired shares.5. No tax payable at grant on the basis that the Salary Deferral Arrangement (“SDA”) rules do not apply.6. Social taxes would apply to the extent that the maximum contribution for the year has not already been attained on other compensation.7. The gain may be tax free if the total annual income from the sale of shares is less than CZK100,000 per annum and the shares are held for longer than 3 years. 8. There is a new 50% taxation due by employers located in France on remuneration exceeding £1 million. All items paid to employee such as base salary, benefit in kind, free

shares, stock options, annual incentive payment, etc. should be taken into account. 9. Tax withholding is not required in France for resident taxpayers, however, social security is required to be withheld in the month the rights are exercised.

Tax withholding applies to residents.10. The gain will be subject to solidarity of up to 8.0% and may be subject to a 15% capital gains tax subject to certain conditions.11. Based on administrative guidelines issued by the Greek tax authority in April 2015 Brambles is not required to withhold Greek wage tax.

Taxation Summary for MyShare continued

CountryAcquired Shares1

Matching Conditional Rights

SaleEmployee Taxation

Employer obligation at Vesting (=Exercise)

Grant Vesting(=Exercise) Sale Reporting Withholding

Malaysia No No Yes No Yes Yes17

Mexico Yes No Yes Yes Yes Yes18

Netherlands No No Yes No Yes Yes

New Zealand No No Yes No Yes Yes

Norway Yes No Yes Yes Yes Yes

Poland Yes No Yes Yes Yes Yes

Portugal Yes No Yes Yes Yes No

Russia Yes No Yes Yes Yes Yes

Saudi Arabia No No No No No No

Singapore No No Yes19 No Yes No

Slovakia Yes No Yes Yes Yes Yes

South Africa (Phantom)

Yes20 No Yes N/A Yes Yes

Spain Yes No Yes21 Yes Yes Yes22

Sweden Yes No Yes Yes Yes Yes

Switzerland No No Yes No Yes23 Yes24

Thailand Yes25 No Yes Yes25 Yes26 Yes

Turkey Yes No Yes Yes Yes27 Yes

UAE No No No No No No

UK Yes No Yes Yes Yes Yes

USA Yes No Yes Yes Yes Yes28

Zimbabwe No No Yes No Yes Yes

12. Where the employee is required to undergo exit tax clearance, then taxation is brought forward under the deemed exercise rules.13. No reporting / withholding obligation for income taxes. A withholding and reporting obligation for the Health Care Charge will arise where Hungarian employees enter into a specific

arrangement with their employer.14. No reporting / withholding obligation for income taxes. A withholding and reporting obligation for the Health Care Charge will arise where Hungarian employees enter into a specific

arrangement with their employer.15. Indian tax withholding is applicable following the exercise of the right, however Provident Fund contributions are not calculated on equity compensation benefits.16. Tax withholding obligation will exist where the employee is employed under an Italian labour contract. From 25 June 2008, stock option awards are no longer subject to social taxes

in Italy, provided certain conditions are met. The MyShare plan is broad-based plan offered to all employees and accordingly, these conditions have not been met and therefore social taxes should be due in respect of the Matching Conditional Rights MyShare award vestings.

17. Generally, Monthly tax deductions (“MTD”) are required to be withheld at the time of payment. However, employees can elect to pay the tax in a lump sum payment at the end of the year when they file their annual return.

18. Since there will be a chargeback of the value of the matched shares to the Mexican entity, Brambles should withhold and remit income tax and social security to the tax authorities.19. Where the employee is required to undergo exit tax clearance, then taxation is brought forward under the deemed exercise rules.20. Income tax is payable on the difference between the gross cash payment received upon redemption and the total cash contributions made to purchase the phantom acquired shares.21. Tax exemption of the Matching Shares can be claimed where prior to vesting the employee confirms to Brambles their intention to hold the Matched Share for a period

of three years or more after vesting.22. The local employer is required to withhold employee social security at a rate of 6.35% on earnings up to a maximum monthly income of EUR3,606.23. From 1 January 2016, Brambles will be required to report all relevant information in connection with the grant and realization of equity compensation. For the tax years of grant and

exercise, Brambles will be required to issue an addendum to the Swiss salary certificate.24. Income received at exercise will be subject to social security withholding. Withholding of income taxes will not be required unless the employee is subject to wage tax withholding

(generally non Swiss residents, non Swiss Citizens and non C permit holders).25. Gain is taxable where sale proceeds are remitted to Thailand in the same tax year thee gain is derived.26. From 2015, there has been a change in the position such that there are no social security obligations in Thailand in respect of employee share scheme income.27. Income tax and social security withholding required where the cost of shares is recharged to the Turkish entity.28. The top marginal rate for statutory federal withholding tax purposes is currently at 35% where the employee’s supplemental wages for the year of vesting exceed USD 1 million.


APPENDIX

Appendix

A. Glossary of Terms

Term Definition

€ The currency symbol for the euro (EUR, as used in the eurozone by some member states of the European Union).

A$ The currency symbol for Australian dollars (AUD).

Acquired Shares

A Share acquired by or on behalf of a Participant using contributions made by the Employee, but excluding a Dividend Share.

Allocation Date

The date on which a Participant is allocated the Acquired Shares or Phantom Shares under the Plan.

Annual Contribution Amount

The amount an Employee chooses to contribute for the full Plan Year (also known as Annual Election).

Annual Election

The amount an Employee chooses to contribute for the full Plan Year (also known as Annual Contribution Amount).

Application The application for Acquired Shares or Phantom Acquired Shares (as the case may be) by an Employee following receipt of an Invitation, in accordance with the terms of the Invitation and in the form accompanying the Invitation.

ASX Australian Securities Exchange (Brambles primary stock exchange listing).

Board, the The Board of Brambles Limited, Directors of Brambles or a committee appointed by that board or, with respect to any matters relating to the Plan considered by the Board to be administrative in nature, or any individual duly authorised by the Board.

Boardroom The Plan Administrator, Boardroom Pty Ltd, ABN 14 003 209 836.

Brambles Brambles Limited (ASX code: BXB) ACN 118 896 021 of Level 40 Gateway, 1 Macquarie Place, Sydney, NSW 2000, Australia.

Brambles Group

Brambles or a related body corporate of Brambles.

Appendix continued


Term Definition

Brambles Security Trading Policy

A policy which regulates the dealings of Brambles’ directors and employees in Shares, options and other securities of Brambles. The Policy is in place to make all directors and employees aware of the laws relating to ‘insider trading’ (under the Corporations Act), and the legal and Company-imposed restrictions that relate to trading securities whilst in possession of price-sensitive information.

A copy of Bramble’s Security Trading Policy is available at the Boardroom website (www.employeeserve.com.au/brambles). The policy is also included in the Brambles Code of Conduct (Schedule 9), which can be viewed, or downloaded, from the Brambles website (www.brambles.com).

Brambles Treasury Rates

The foreign exchange rates provided by Brambles Limited Treasury as of 15 October 2016.

Broker An individual or organisation that charges a fee or commission for executing buy and sell orders requested by an investor.

Designated Person

The definition of which is given in the Brambles Security Trading Policy (2.1), A copy of Brambles’ Security Trading Policy is available at (www.employeeserve.com.au/brambles). The policy is also included in the Brambles Code of Conduct (Schedule 9) on the Brambles company website (www.brambles.com).

Dividend Share Program

A program which allows Employees to reinvest Dividends from their Employee holding to acquire further Shares in Brambles. The Share purchase price will be calculated using a volume weighted average of the Brambles Share price over the five trading days up to and including the Record Date.

Dividends A distribution of a portion of a company's earnings, decided by the Board of Directors, to a class of its shareholders. The Dividend is most often quoted in terms of the dollar amount each share receives (Dividends per share).

Email Recipients An Employee who receives their MyShare Invitation via their work email address

Employee A permanent full-time or permanent part-time employee of the Brambles Group, including a director but excluding a non-executive director of Brambles, who the Board, in its discretion, determines to be eligible to participate in the Plan provided that an Employee shall not be eligible to participate in the Plan: (a) during the 6 months before the date on which they are bound to cease employment under the terms of their contract of employment or (b) after the employee has given or been given notice terminating their employment (unless the Board considers the circumstances to be exceptional).

Fully Paid Ordinary Shares

Shares that require no further payment to Brambles, excluding preferred or partly paid shares, which come with voting entitlements and possible Dividends.

Appendix continued


Term Definition

Good Leaver An Employee who ceases employment with the Brambles Group for any reason other than resignation or termination for gross misconduct or poor performance; or if their employer ceases to be in the Brambles Group.

Invitation The invitation from Brambles to Employees under rule 2.1 of the Plan Rules to participate in the Plan.

Mail Recipients An Employee who receives their MyShare Invitation in the mail at their home address.

Market Value The price at which buyers and sellers trade Shares in Brambles Limited on the ASX.

Matching Conditions

Matching Conditions means the following conditions must be satisfied in order for a Participant to be entitled to receive Matched Shares under rule 5 or Phantom Matched Shares under rule 9 of the Plan Rules (as applicable):

(a) the Participant must hold the Acquired Shares or Phantom Acquired Shares (as applicable) for the whole Qualification Period

(b) the Participant must be an Employee (and not under a notice of termination) on the last day of the Qualification Period and

(c) any other conditions determined by the Board from time to time.

Matching Entitlements

An individual’s right to Shares on satisfaction of the Matching Conditions.

Matching Shares Matched Shares means a Share to which a Participant becomes entitled pursuant to rule 5(a) of the Plan Rules upon satisfaction of the Matching Conditions.

Matching Share Rights

Means rights, which upon satisfaction of the Matching Conditions, vests, on the terms specified in the Plan without further action being required by the Participant.

Nominee A person or firm into whose name securities or other properties are transferred in order to facilitate transactions, while leaving the purchaser as the actual owner.

Appendix continued


Term Definition

Other Leaver An Employee who ceases employment with a Group Company, who is not defined as a “Good Leaver”.

Participant An Employee whose Application to acquire Acquired Shares or Phantom Acquired Shares (as the case may be) and participate in the Plan has been accepted by the Board.

Password Is the password that you create when you first login to Boardroom, as amended.

Phantom Acquired Share

An award granted instead of an Acquired Share, normally because it is difficult or impossible to grant Fully Paid Ordinary Shares in Brambles due to legal or tax reasons.

Phantom Matched Share

An award granted instead of a Matching Share, normally because it is difficult or impossible to grant Shares in Brambles due to legal or tax reasons.

Phantom Share

Normally awarded where it is difficult or impossible to grant Fully Paid Ordinary Shares in Brambles due to legal or tax reasons

Plan, the Brambles’ MyShare Employee Share Plan, as set out in the terms and conditions as approved by shareholders at the Brambles Annual General Meeting on 25 November 2008.

Plan Administrator, the

The person or organisation identified in the Plan documents as having responsibility for administration of the Plan. Boardroom will administer the Plan.

Plan Rules The rules of the MyShare Plan (including any relevant provisions in the Nominee Agreement, which establish the Plan), which set out the terms and conditions upon which you may participate in the Plan.

Plan Year The 12-month period over which the Annual Contribution Election is made.

Qualification Period

A two-year period from the first Allocation Date in the Plan Year, or such other period as prescribed by the Board from time to time, during which a Participant must remain employed by a Group Company for the Participant to be eligible to continue to participate in the Plan, including any time necessary to ensure that a Participant's entitlement to receive Matched Shares falls on the first day after the end of any close period (as defined in Bramble's Securities Trading Policy) or any other prohibited period.

Appendix continued


Term Definition

Record Date The time specified in accordance with the ASX Settlement and Transfer Corporation Pty Limited Settlement Rules on the date specified by Brambles as the date by reference to which Brambles will establish Share/security holding balances for the purposes of identifying the persons entitled to the benefit of a Dividend or other corporate action.

Residual Balance

As Boardroom cannot buy fractions of shares, each month when Boardroom buys your Acquired Shares/Phantom Shares there will normally be a small balance (less than the price of one Share/Phantom Share) remaining in your account. This amount is called the Residual Balance.

Share A Fully Paid Ordinary Share in the capital of Brambles. Acquired Shares are Fully Paid Ordinary Shares and Matching Share Rights become Fully Paid Ordinary Shares on satisfaction of the Matching Conditions.

Username Is the username that you create when you first login to Boardroom.

Voting Rights As a beneficial holder of Shares in Brambles you will be entitled to vote, one vote for each Share held, on any issues that require a shareholder vote. Boardroom will contact you when you are eligible to vote your shares and facilitate the exercise of your voting rights.

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