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Recall Demerger May Not Materialise) As Set out in Section 4.3

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Recall Demerger May Not Materialise) As Set out in Section 4.3 Brambles Limited ABN 89 118 896 021 Level 40 Gateway 1 Macquarie Place Sydney NSW 2000 Australia GPO Box 4173 Sydney NSW 2001 Tel +61 2 9256 5222 Fax +61 2 9256 5299 www.brambles.com 24 October 2013 The Manager-Listings Australian Securities Exchange Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2000 Via electronic lodgement Dear Sir Demerger of Recall Holdings Limited by Brambles Limited Reference is made to the announcement on 23 October 2013 that the Federal Court of Australia has ordered a meeting (Scheme Meeting) of Brambles’ ordinary shareholders to be convened to vote on the scheme of arrangement to effect the proposed demerger of Recall Holdings Limited from Brambles (Demerger). The Scheme Meeting will be followed by a general meeting (General Meeting) of Brambles’ ordinary shareholders to approve the capital reduction of Brambles shares as part of the Demerger and other matters. Attached is a copy of the Scheme Book to be sent to Brambles ordinary shareholders for the Scheme Meeting and General Meeting. Brambles’ shareholders should carefully read the Scheme Book in its entirety and the materials accompanying it before making a decision as to how to vote on the resolutions to be considered at the Scheme Meeting and General Meeting. Yours faithfully BRAMBLES LIMITED Robert Gerrard Company Secretary {RNG 00081203} This page has been left intentionally blank. {RNG 00081203} Scheme Book For the Demerger of Recall by Brambles VOTE IN FAVOUR Your Directors unanimously recommend that you vote in favour of the resolutions to approve the Demerger The Independent Expert has concluded that the Demerger is Brambles Scheme Book – Demerger of Recall in the best interests of Brambles Shareholders This is an important document and requires your immediate attention. You Brambles Shareholders who have any questions in relation to this should read this Scheme Book in its entirety, taking particular notice of the Scheme Book or the Demerger should consult their financial, legal, advantages, disadvantages and risks of the Demerger (see Sections 4.1 to taxation or other professional adviser. www.brambles.com 4.3) and the risks of an investment in Recall (see Sections 4.4 and 4.6) and in You can also call the Brambles Shareholder Information Line on Brambles (after the Demerger) (see Sections 4.5 and 4.6), prior to deciding +61 1800 209 118 on Business Days between 8.30am and 5.30pm (AEDT). whether or not to vote in favour of the resolutions to approve the Demerger. Brambles Limited (ABN 89 118 896 021). IMPORTANT NOTICES CONTACT Contact Information INFORMATION Purpose of this Scheme Book referred to as “non-IFRS financial measures” and include Underlying EBITDA and Underlying The purpose of this Scheme Book is to explain the terms of the Demerger and the manner Profit. REGISTERED OFFICE in which the Demerger will be considered and implemented (if approved), to set out Brambles Shareholders should also note that this Scheme Book contains pro forma historical certain information required by law and to provide all other information (other than financial information. In preparing the pro forma historical financial information, certain Brambles global headquarters is at its registered office in Sydney, Australia: information previously disclosed to Brambles Shareholders) which is known to Brambles adjustments were made to the historical financial information of Brambles that Brambles which is material to the decision of Brambles Shareholders whether or not to vote in favour considered appropriate to reflect the indicative effect of the Demerger, as described in Level 40, Gateway Building of the resolutions to be considered at the Meetings. this Scheme Book. The financial information contained in this Scheme Book is historical 1 Macquarie Place This Scheme Book includes: only. Brambles Shareholders should note that past financial performance is not necessarily Sydney NSW 2000 a guide to future financial performance. – the explanatory statement required by section 412(1) of the Corporations Act in relation Australia to the Scheme; and Investment decisions The information in this Scheme Book is general information only and does not take into ACN 118 896 021 – a statement of all the information known to Brambles that is material to Brambles account the investment objectives, financial situation or particular needs of any Brambles Shareholders in deciding how to vote on the Capital Reduction Resolution, as required by Shareholder or any other person. This Scheme Book should not be relied upon as the sole Telephone: +61 (0) 2 9256 5222 section 256C(4) of the Corporations Act. basis for any investment decisions in relation to Brambles Shares, Recall Shares or any Facsimile: +61 (0) 2 9256 5299 Brambles Shareholders should read this Scheme Book in its entirety before making a other securities. You should consider whether the information in this Scheme Book is decision as to how to vote on the resolutions to be considered at the Scheme Meeting and appropriate for you in light of your objectives, financial situation and needs and consult Email: [email protected] the General Meeting. your financial, legal, taxation or other professional adviser before making any investment Website: www.brambles.com Responsibility statements decision. This Scheme Book (other than Sections 7 and 8) has been prepared by Brambles and its Forward looking statements Investor & Analyst Queries Directors as at the date of this Scheme Book and is the responsibility of Brambles. Certain statements in this Scheme Book relate to the future. While Brambles and Recall Telephone: +61 (0) 2 9256 5238 PricewaterhouseCoopers Securities Ltd (Australian Financial Services License 244572) has believe there is a reasonable basis for these forward looking statements they do involve prepared the Investigating Accountant’s Report set out in Section 7 in relation to the pro known and unknown risks, uncertainties, assumptions and other important factors that Email: [email protected] forma historical financial information included in Sections 2.16 and 3.9 and takes could cause the actual results, performance or achievements of Brambles or Recall to be responsibility for that report. materially different from the future results, performance or achievements expressed or implied by such statements. Such forward looking statements are based on numerous SHARE REGISTRY KPMG Financial Advisory Services (Australia) Pty Ltd has prepared the Independent Expert’s assumptions regarding present and future business strategies and the environment in which Online access to shareholding information is available to investors through the Link Market Services website. Report and the concise version of the Independent Expert’s Report set out in Section 8, and Brambles or Recall will operate in the future. Certain important factors that could cause takes responsibility for that report (including the concise version). actual results, performance or achievements to differ materially from those in the forward Link Market Services Limited IMPORTANT NOTICE ASSOCIATED WITH COURT ORDER UNDER SECTION 411(1) OF THE looking statements include, among others, the risk factors described in this Scheme Book, CORPORATIONS ACT and other unknown risks and uncertainties. Forward looking statements should, therefore, Level 12, 680 George Street, Sydney NSW 2000, Australia be construed in light of such risk factors. You are cautioned not to place undue reliance on Locked Bag A14, Sydney South NSW 1235, Australia The fact that under section 411(1) of the Corporations Act the Court has ordered that a these statements. meeting be convened and has approved this Scheme Book does not mean that the Court: Other than as required by law, none of Brambles, Recall or any other person, gives any Telephone: 1300 883 073 – has formed any view as to the merits of the proposed scheme or as to how members representation, assurance or guarantee that the occurrence of the events expressed or should vote (on this matter, members must reach their own decision); or implied in any forward looking statements in this Scheme Book will actually occur. Facsimile: +61 (0) 2 9287 0303 Email: [email protected] – has prepared, or is responsible for, the content of this Scheme Book. The forward looking statements in this Scheme Book reflect views held only at the date of ASIC this Scheme Book. Subject to any continuing obligations under law or the Listing Rules or as Website: www.linkmarketservices.com.au A copy of this Scheme Book has been lodged with ASIC in accordance with section 256C(5) contemplated by Section 9.12, Brambles and Recall and their respective directors disclaim of the Corporations Act and registered by ASIC under section 412(6) of the Corporations any obligation or undertaking to disseminate after the date of this Scheme Book any SHARE RIGHTS REGISTRY Act. updates or revisions to any forward looking statements to reflect any change in expectations in relation to those statements or any change in events, conditions or Employees or former employees of Brambles who have queries about the following interests: Neither ASIC nor any of its officers takes any responsibility for the contents of this Scheme circumstances on which any such statement is based. Book. Estimates – performance share rights under the 2004 or 2006 share plans; Status of this Scheme Book Unless otherwise indicated, all references to estimates and derivations of the same in this – matching share rights under MyShare; or This Scheme Book is not a prospectus lodged under Chapter 6 of the Corporations Act. Scheme Book are references to estimates by Brambles management or Recall management. Section 708(17) of the Corporations Act provides that disclosure to investors under Part Management estimates are based on views at the date of this Scheme Book and actual facts – shares acquired under MyShare or other share interests held through 6D.2 of the Corporations Act is not required for an offer of securities if it is made under a or outcomes may be materially different from those estimates.
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