Brambles Limited (ASX:BXB)
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Apr 28, 2026, 4:10 PM AEST
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AGM 2023

Oct 12, 2023

John Mullen
Chair, Brambles

Good afternoon, ladies and gentlemen. My name is John Mullen, and it's a great privilege as Chair of Brambles to welcome you to the 2023 AGM and declare the meeting open. There are copies of the notice of meeting and of the minutes of our last AGM in the registration area. Our company secretary has advised me that there is a quorum for the meeting, and I propose to take the notice of meeting as read. I'll start by introducing your directors, and then I'll take you through the process for asking questions. After that, I will present my address before handing over to our Chief Executive Officer, Graham Chipchase. When Graham, in turn, concludes his address, then Scott Perkins, the Chair of our Remuneration Committee, will speak to you about our remuneration policy.

When he finishes, I will take you through the voting procedure and then answer questions from shareholders. I'll then move to the formal part of the meeting. Let me now introduce your board. Joining me here today on my far left is Kendra Banks, Nora Scheinkestel, Chair of our Audit and Risk Committee, George El-Zoghbi, our Chief Financial Officer, Nessa O'Sullivan, and our Chief Executive Officer, Graham Chipchase. On my far right, Priya Rajagopalan, Ken McCall, Jim Miller, Elizabeth Fagan, Scott Perkins, Chairman of our Remuneration Committee, and Robert Gerrard, our Company Secretary. Also with us today, sitting in the front row, are Debbie Smith and Eliza Penny from our external auditors, PwC. Today's meeting is also being held virtually via the Lumi platform, which allows shareholders and proxies to ask questions and submit votes on the items of business.

There are three ways to ask a question today. If you're attending in person, you can ask a question from the floor. If you'd like to do that, at the relevant time, please approach the microphone, show your green voting card or orange non-voting shareholder card, and give the attendant your name. When the attendant announces you to the meeting, you may then ask your question. If you're unable to get to a microphone, then please raise your hand, and an attendant will bring a microphone to you. If you're attending online through the Lumi platform, you can ask a question as a text. This function is available now, and questions can be submitted at any time. To ask a question, select the Messaging tab at the top of the screen. That will open a new screen, which contains an Ask the Question box.

Type your question into that box, and once you've finished typing, please hit the arrow symbol at the right of the screen to send. Although you may start submitting questions by text at any time from now, I won't answer the questions until the relevant time in the meeting. The company secretary will read out questions verbatim on your behalf, or the questions may be moderated, and if we receive multiple questions on the same topic, then amalgamated together. Now, we appreciate the time it takes to type in questions, so if we move on in the agenda before you've submitted your question, we will ask your question over the telephone, and this will enable you to ask a live question orally. If you dial into the meeting, you will have received instructions on how to listen to the meeting and ask a question.

If you plan to ask a question by telephone, you'll still need to log on to the online platform if you wish to vote during the meeting. Although you can submit your request to ask an audio question at any time, for now, I will wait until the relevant time in the meeting before inviting you to ask your question. When you hear your name called out by the operator, that's when you may then ask your question. As I mentioned earlier, Debbie Smith from PwC is in attendance. Just ask her any questions about the conduct of PricewaterhouseCoopers audit, their audit report, the company's accounting policies, or the auditor's independence. You can ask Debbie a question using just the same functions which I just outlined.

We'll be holding a poll on all the resolutions before this meeting, and any shareholders attending the meeting in person who wish to leave early may place their completed voting cards in the ballot boxes by the exit doors. I'll explain the voting procedure again when we reach the formal part of the meeting. I'll now open the polls and turn to my address. I'm delighted to have shareholders join us here in person and online today through this hybrid meeting of the 2023 financial year. Our teams around the world have worked really hard in improving pallet availability and service levels to keep customers' goods flowing across their supply chains in over 60 countries around the world. At the same time, we've delivered impressive financial and operational outcomes while laying the foundation for the future success of the business.

The accomplishments across our ambitious transformation agenda and our fantastic sustainability achievements that Graham will expand on in his address, continue to set us apart from our competitors and underpin the long-term sustainability and value creation potential of our business. These benefits are already evident through our financial year 2023 performance and supported the delivery of our investor value proposition this year. Total value creation for shareholders was 29% this year, with earnings per share growth of 26% on a constant currency basis and a dividend yield of approximately 3%, which was funded by free cash flow generation.... This strong profit performance, combined with our ongoing focus on asset efficiency, supported a return to free cash flow after a number of years of significant pallet price inflation.

Our attention now turns to driving successive years of sustainable free cash flow generation, while growing the business and delivering operating leverage in line with our investor value proposition. The ability to consistently deliver this outcome will be supported by the investments in our Shaping Our Future transformation program. The transformation program encompasses every aspect of Brambles' business, and seeks to transform the performance of the current business model, while investing to reinforce Brambles as the industry leader and supply chain partner of choice for many years to come. The progress of our transformation has improved the performance and resilience of our business, setting a strong foundation for us to enhance our customer value proposition, improve our commercial business model, and drive a step change in asset and operational efficiency.

With the financial and operational performance to date highlighting meaningful progress across many of our transformation initiatives, the next phase of the transformation program is focused on building the Brambles of the future. This next phase aims to create and identify new sources of growth and efficiency to increase the resilience and competitive advantage of Brambles' business, as well as the value it brings to fast-moving supply chains all around the world. This will be underpinned by expanding our capabilities through digital transformation and improving the customer experience through new technology-focused solutions. Most importantly, as the transformation program progresses, we remain disciplined and flexible in how capital is deployed to optimize value as we continue to test, learn, and adapt our approach across all of the Shaping Our Future pillars and underlying initiatives.

We will apply rigor and transparency to all transformation investments, with trials being a key part of our methodology to stage-gate investments and adapt our plans depending on trial outcomes and the identification of new opportunities. Scaling of investments will be conditional on clear links to value creation and supporting the delivery of our customer and investor value propositions. Graham will provide further details on specific activities during the year, as well as the other transformation investments that we are making in his address in a minute. Overall, we're really pleased with the progress to date, and we're grateful for the ongoing support of our shareholders as we transform the business for future success.

The board, management team, and the broader organization remain deeply aligned, energized, and committed to the transformation program, which we're very confident will generate sustainable value over the long term for our customers, shareholders, and employees. Turning then to dividend and capital management, the strong financial performance during the year supported the board's decision to declare total dividends for fiscal year 2023 of $0.2625 per share, which represents an Australian dollar equivalent of AUD 0.395 per share. This was an increase of 15% and 22% in US dollar and Australian dollar terms, respectively. The fiscal year 2023 payout ratio of 55% is a two-point increase over the prior year, and is consistent with our dividend policy, which targets a payout ratio of 45%-60% of underlying profit after finance costs and tax.

The final fiscal year 2023 dividend of $0.14 per share is partially franked at 35%. The non-underwritten Brambles dividend reinvestment plan remains in place for shareholders, and shares under the plan will not attract a discount, and the dilutive impact on earnings per share of the DRP will be neutralized. Final topic I will discuss is board renewal. In line with our board renewal plan, we appointed Priya Rajagopalan in November 2022 as a North American-based non-executive director. Priya has over two decades of experience in product management, marketing, and strategy, most recently in digital platforms for global supply chains. Priya brings detailed knowledge and experience of digital-based supply chain product development and marketing. And with her appointment, we have now exceeded our fiscal year 2025 target of 40% female representation on the board.

In February 2023, Nessa O'Sullivan informed the board of her intention to step down as CFO, and as an executive director of Brambles, and this will take place following the conclusion of today's AGM. Following a thorough process with both internal and external candidates being considered, we were delighted to announce in August that Joaquin Gil, Deputy CFO of Brambles, will succeed Nessa as CFO and join Brambles' executive leadership team tomorrow. To ensure a smooth transition, Nessa will be staying on in an advisory role until the thirty-first of January 2024. On behalf of the board, we want to sincerely thank Nessa for her outstanding contribution over the past seven years.

She has played a key role in delivering our strategy and moving our company forward during a period of significant volatility, and we wish her very well on the next phase of her career away from full-time executive roles. We also announced earlier this week the retirement of George El-Zoghbi from the Brambles board, with effect from thirty-first of December. His extensive experience in the international consumer packaging goods sector and supply chains has been of huge value to our board since his appointment in 2016. And on behalf of the board and Brambles, we really wish to thank him for his contribution and wish him very well for the future. The board has commenced a process to identify potential candidates to fill the vacancy created by George's retirement.

Before closing, I also wanted to call attention to the announcement made today regarding the retirement of Robert Gerrard from Brambles. Robert will step down from his roles as Chief Legal Officer and Group Company Secretary in October of this year. Robert joined Brambles in 2003. He was appointed Group Company Secretary in 2008, and has been a steady hand and a trusted advisor to the board as the business has evolved over the years. I would like to extend my sincerest gratitude to Robert for his significant contributions to the business, and the board, and I wish him well in retirement. I'm confident that the gratitude and well wishes are shared by all my fellow non-executive directors, the executive leadership team, and the countless people that Robert has worked with over his two-decade career at Brambles.

I would also like to congratulate our current Deputy Company Secretary, Carina Thuaux, who will succeed Robert as Group Company Secretary when he steps down. Carina Thuaux has worked closely with the board since joining Brambles as Assistant Company Secretary in 2014. In closing, our achievements this year, including the significant progress made across the transformation program to improve the resilience of our business, simply would not be possible without our people. Now we are grateful for the energy and the drive they bring every day to deliver positive outcomes for our customers in uncertain and challenging times. We would also like to take this time to thank you, our shareholders, for your continued support of our business and for endorsing the strategy we are undertaking to create value. With that, let me now hand over to our Chief Executive Officer, Graham Chipchase.

Graham Chipchase
CEO, Brambles

Thank you, John. Good afternoon, ladies and gentlemen. Firstly, I want to acknowledge our employees around the world, whose tremendous efforts have been instrumental in supporting our customers during another year marked by macroeconomic uncertainty, persistent cost pressures, and evolving supply chain dynamics. Their unwavering focus on progressing our transformation and sustainability programs has also underpinned the strong financial, operational, and sustainability outcomes we deliver in FY 2023. These achievements highlight the quality and inherent resilience of our business, as well as the structural improvements we've made to better respond to changes in our customers' needs, the cost environment, and operating conditions more broadly, which continued to evolve in FY 2023. One of the most notable changes to the operating environment has been the improvement to pallet availability during the second half of the year.

This improvement reflected the combined benefits of our asset productivity initiatives and ongoing investments in our asset pool. In addition, progressive inventory optimization at retailers and manufacturers saw an additional 5 million pallets return across our network in the period. Importantly, we were able to deploy these additional pallets to remove or materially reduce allocation protocols to improve our customer service, replenish plant stocks to optimal levels, and start pursuing new business growth in Europe and North America. Various inflationary cost pressures persist. However, early signs of improvement in the cost and availability of some key inputs, including lumber in all geographies and transport in North America, were noted in the second half of FY 2023. Moderating lumber prices have also started to flow through into the lower capital cost of pallets in most regions.

While uncertainty remains about the broader economic outlook, including a softer demand environment and how this potentially impacts input cost inflation and overall supply chain dynamics, we are confident in our ability to navigate these challenges. This confidence is supported by early and modest net new business wins, a strong growth pipeline in major markets, and the encouraging progress we've made to date across our transformation program. Details of our performance and activities in each pillar of the Shaping Our Future transformation program are outlined in the scorecard on pages 12 and 13 of our 2023 annual report.

The benefits of the transformation program initiatives to date have improved the performance and resilience of our business by better aligning pricing with the cost to serve, increasing our operational and asset efficiency, and setting the foundation to enhance the value we can deliver for customers over the short, medium, and long term. Our investments in advanced data analytics and machine learning have extracted valuable insights from existing and new data sets. These insights have supported more informed commercial decision-making and asset productivity improvements, with approximately 10 million additional pallets recovered and salvaged in FY 2023. These additional pallet recoveries were a key contributor to increased pallet availability, which has led to early signs of improvement in our customer engagement and satisfaction scores.

While these early improvements are encouraging, we acknowledge there are opportunities to further improve our net promoter scores by streamlining customer-facing processes, improving service standards, and working closely with customers to unlock areas of shared value, supported by our digital tools and insights. Our digital transformation continues to progress, including the scaling of our Continuous Diagnostics pilot in North America and our Serialization+ proof of concept in Chile, which is expected to complete in FY 2024. This proof of concept will determine the feasibility of operationalizing serialization technology at scale, and most importantly, the value it can potentially unlock in other markets. Collectively, these pilots and trials are providing valuable data points and learnings as we continue to test, learn, and adapt our approach to deploying and extracting value from smart assets, as well as develop our pallet identification, tracking, and analytical capabilities.

As John has mentioned in his address, we remain disciplined and flexible on how capital is deployed, and we'll provide an update on the outcomes of the various digital pilots and trials, as well as future investment requirements of our digital transformation. We remain optimistic about the prospects of a digitally enabled future at Brambles, and how the digital initiatives we can pursue can unlock new sources of value for Brambles and our customers. We believe the benefits from greater visibility of our pooled assets has the potential to improve asset efficiency beyond the previously accepted steady state, including reducing the pooling CapEx to sales ratio below 17% beyond FY 25. Turning to network productivity, our pallet durability initiatives have delivered a cumulative 118 basis point reduction in damage rate since FY 21.

While our damage rate improvement is tracking below target, it should be recognized that the target was set prior to major supply chain disruptions experienced over the last two years. Despite this, we've continued to deliver year-on-year improvements to damage rates and expect to deliver further improvements as global supply chains progressively normalize. The other major network productivity initiative has seen the installation of 22 automated repair processes across our global service center network by the end of the year. We revised our total end-to-end repair process installations down from 70 to 50, reflecting changes in the current operating environment and macroeconomic conditions. In light of this, we are allocating capital to alternative automation projects, as well as identifying other supply chain efficiency opportunities, which collectively are expected to support delivery of our FY 25 network productivity objectives. The final pillar of our transformation program relates to sustainability.

Following principles of the circular economy and promoting the share and reuse of assets, Brambles facilitates a reduction in demand of natural resources. As a global leader in sustainability, we are at the forefront of the transition to a low-carbon economy, which will act as a pathway for Brambles to pioneer regenerative models that restore nature and strengthen society. Our vision to become a regenerative and nature-positive business was evident through the many practical actions taken this year. This includes the expansion of our reforestation initiatives, which support our FY 25 Forest Positive target to enable the sustainable growth of two trees for every tree we require for our timber pallets by FY 25. In FY 23, reforestation initiatives enabled the sustainable growth of 3.85 million additional trees in South Africa, and actions have already commenced for further large-scale projects with partners in Mexico and Zambia.

We also made meaningful progress towards our other FY 25 Planet Positive targets, including a 5.2% reduction in greenhouse gases in 2022, and positive progress against our verified science-based 2030 targets. We are particularly proud of achievements under our Workplace Positive program, which includes safety and gender equity. Our safety improvement performance continued to improve, with Brambles' injury frequency rate decreasing to 3.8 in FY 23. This represents the fourth consecutive annual decrease and a 24% reduction against our FY 21 baseline. Our commitment to diversity, equity, and inclusion was evidenced by our increased representation of women in leadership roles, which is now 36%. In 2023, Brambles will also release its first Diversity, Equity, and Inclusion Report as part of our commitment to ongoing transparency.

Our leadership position in sustainability was also at the center of two essential funding initiatives undertaken by Brambles during the year. Specifically, we accessed a $1.35 billion sustainability-linked revolving credit facility, with pricing connected to performance across four key sustainability metrics linked to our published targets. We also issued a EUR 500 million green bond with a 4.25% coupon rate that was strongly supported by sustainability-focused investors. Finally, our progress continues to be recognized externally through industry benchmarks and ESG assessments, where Brambles has consistently ranked favorably or as an industry leader. These assessments cover many aspects of our sustainability program, demonstrating excellent performance against our most material ESG goals. Further details of our sustainability performance can be found in our 2023 Sustainability Review, which was released in September 2023.

Turning to our financial performance in FY 2023, we delivered strong double-digit revenue growth with underlying profit leverage and returned to positive free cash flow after dividends, despite continuing pallet price inflation. On a constant currency basis, sales revenue increased 14%, driven by pricing discipline and improved commercial terms in both current and prior year periods to recover significant cost to serve increases. Underlying profit increased 19% at constant currency, as strong pricing more than offset input cost inflation and incremental overhead investments to support the transformation program. Of particular significance was the return to a positive free cash flow after dividends of $180 million, which represents a $398 million improvement from the prior year.

This improvement reflects increased pricing to recover cost to serve, and the combined benefits of asset efficiency initiatives, working capital improvements, and some progressive inventory optimization by customers and retailers across global supply chains. On a constant currency basis, our return on capital invested of 18.5% increased 0.5 points, as the underlying profit improvement offset a 16% increase in average capital invested, largely due to investments in higher cost pallets to support customers. Turning to the current year, details of our performance in the first 3 months of FY 2024 and how we are tracking versus our FY 2024 guidance will be provided at our first quarter trading update, which is due to be released to the market on Thursday, the 26th of October, 2023. In summary, we are proud of our operational, financial, and sustainability achievements during the year.

As a business, we've made great progress to strengthen the resilience and performance of the business, as evidenced by our accomplishments in FY 2023, while focusing on building the Brambles of the future. We are committed to executing our transformation program to deliver a step change in the value we can create for our customers, employees, and shareholders, and realizing our ambitions of price] change. Thank you, and I'd like to hand back to John.

John Mullen
Chair, Brambles

Great. Thank you very much, Graham. So I'd now like to invite Scott Perkins, who is the Chair of the Remuneration Committee, to outline Brambles' remuneration policy and the structure of executive remuneration. Scott?

Scott Perkins
Chair of Remuneration Committee, Brambles

Thank you, John, and good afternoon, ladies and gentlemen. At Brambles, we have a remuneration structure and set remuneration levels to ensure we can attract, retain, and motivate high-caliber executives and talent throughout the company. Our objective is to align executive reward with the creation of sustainable shareholder value and align executive behavior with Brambles' strategic objectives, our code of conduct, shared values, and risk appetite. Remuneration is divided into two components, being fixed and at-risk remuneration. Fixed remuneration is not directly linked to performance, whereas at-risk remuneration is variable and directly linked to Brambles' performance. At-risk remuneration, in turn, has two elements. The first is short-term incentives, STI, half of which are received in cash, with the other half being received in deferred share awards, which vest two years from the date of grant.

The second is long-term incentive, LTI, share rights, which vest 3 years from the date of grant, subject to the satisfaction of performance conditions, but remain subject to a further 12-month holding lock period. Half of the long-term incentives are subject to financial metrics, performance conditions, and the other half are subject to relative total shareholder return performance against 2 external indices. As part of its review of 2023 remuneration outcomes, the Remuneration Committee carried out its annual assessment of any behavioral events or incidents which occurred during the year that might warrant adjustments to all or part of an executive's incentive-based remuneration. I'm pleased to report that no such incidents or events were identified through that process. The Remuneration Committee also carried out its annual remuneration strategy review during FY 2023.

We reviewed executive pay in comparison to appropriate benchmarks and decided that from 1 July 2023, the following changes should be made to executive remuneration. The first is to enable the STI plan to better reflect the key value drivers emerging from Brambles' transformation program. Executives will now have the 30% component of their STI previously allocated to personal scorecard objectives, allocated to customer satisfaction and asset efficiency metrics. This reflects the importance of improving these measures to the future success of Brambles. The second change is all executives will now have a performance modifier applied to their STI outcome, which incorporates our performance against certain published sustainability targets, health and safety, as well as individual performance against the behaviors in Brambles' leadership framework. Importantly, while this modifier can increase or decrease an STI outcome, the maximum STI outcome for each executive remains unchanged.

Application of the modifier will be reviewed and approved by the Remuneration Committee. The third change is an increase to the LTI by 25 percentage points for the executive team, which will largely be offset by a base salary freeze for a period of 2 years. This change is being implemented to better align both fixed remuneration and LTI opportunities with current benchmarking for executives. Finally, the chair and non-executive director base fees have not increased since 1 July 2016. Upon further review by the Remuneration Committee, from 1 July 2023, the base fees for the chair and non-executive directors were increased by 3.7% and 3.8%, respectively. I believe we have the right remuneration strategy in place, and that it fairly and responsibly rewards executives with regards to Brambles' performance, and creates alignment with the creation of shareholder value.

For those of you who would like more information on our remuneration strategy, further details can be found in the remuneration report on pages 47 to 66 of our FY 23 annual report, which will be subject to shareholder approval later in the meeting. Thank you, and I would now like to hand the meeting back to John.

John Mullen
Chair, Brambles

Great. Thanks a lot, Scott. So I will now take you through how to vote. If you're attending in person and are entitled to vote, you will have been given a green voting card. You can vote on each resolution by placing a cross in the for, against, or abstain box for the resolution. For those of us joining virtually via the Lumi platform, if you're eligible to vote at this meeting, a voting tab will shortly appear at the top of your screen. Selecting this icon will bring up a list of the resolutions and present you with voting options. To vote, simply select your voting direction from the options displayed on the screen. Your selection will change color, and a confirmation message will appear. To change your vote, simply select another option.

Now, if you wish to cancel your vote, please select Cancel. There is no need to select a Submit or Send button. Your vote is automatically counted. Voting can be performed at any time during the meeting until I close the poll. You also have the ability to change your vote up until the time I declare voting closed. Ladies and gentlemen, before moving to the formal part of the meeting, I will now answer questions from shareholders. I'll start by responding to the questions raised by shareholders prior to the meeting, and this year we received 2 questions. The first question relates to Brambles' position on the referendum for an indigenous voice to Parliament. Saturday's referendum is an opportunity for the Australian public to vote on constitutional reform.

Brambles' position has been to encourage its Australian employees to inform themselves about the proposal in order to fully participate in that democratic process and contribute to this important decision. As a business, Brambles supports the consultation with Australia's First Nations people, and to taking meaningful actions towards their advancement. The second question relates to the extent to which our businesses advertise in certain electronic media outlets. Brambles' businesses do not currently advertise in the electronic media in Australia, and there are no current plans to do so. So I'll now answer any further questions from shareholders. I'll remind you that only shareholders or the proxies or company representatives that are attending here in person are entitled to speak at this meeting.

If you are attending the meeting in person and would like to ask a question, I remind you that you should approach the microphone, show your green voting card or orange non-voting shareholder card, and give the attendant your name. If you're unable to get to a microphone, then please raise your hand, and an attendant will bring the microphone to you. To maximize opportunity for all shareholders, I request that you only ask one question at a time. For those attending the meeting virtually via the Lumi platform, I'll remind you that you can ask a question by text by clicking on the Messaging tab, typing your question in the Ask a Question box, and then clicking on the arrow symbol to send. If you're attending by telephone, when you hear your name called out by the operator, you may ask your question.

I'll answer questions in the following order: first, from those attending the meeting in person, second, those asking questions via the telephone, and lastly, those questions submitted via the Lumi platform. So with that, do we have any general questions in the room?

Ken McCall
Non-Executive Director, Brambles

Mr. Chairman, we have a question from a shareholder, Ms. Kerry Bible.

Kerry Bible
Shareholder, Private Investor

You gave a very glowing report, and your dividends were excellent, so it all looked very good. But what I'm asking is, that was for the financial year that finished. So have you seen in the last three months, so the new financial year, any slowdown in the demand for your pallets, particularly considering you've got a higher cost of the pallets? And the related question to it is, you issued the Euro bond at 4.25%, the coupon rate, so does that mean that you are now paying higher interest on your borrowings, and what effect will that have on your results?

John Mullen
Chair, Brambles

Yeah, really, really good questions. Our annual general meeting this year is a bit earlier than usual, and normally we would actually issue a first quarter trading update during the annual general meeting, which would answer your first question. Unfortunately, as Graham mentioned in his address, because the meeting is a bit early, we haven't completed that yet, but we will be, I think in a couple of weeks, we'll be putting out that trading position. Secondly, on the borrowings, know that the borrowings that are fixed are fixed for the length of the borrowings. And obviously, as a result, we're protected from interest rate rises.

Kerry Bible
Shareholder, Private Investor

No, I, I'm sorry, that wasn't actually what I meant. So I know you're, I know you're protected on the 4.25%.

John Mullen
Chair, Brambles

Right.

Kerry Bible
Shareholder, Private Investor

Yes, I understand that, but is that an increase in what your borrowings were prior to your issuing of that coupon?

John Mullen
Chair, Brambles

Um-

Kerry Bible
Shareholder, Private Investor

Are you paying more interest now? Are you paying more in interest?

John Mullen
Chair, Brambles

I let-

Nessa O'Sullivan
CFO, Brambles

Yeah.

John Mullen
Chair, Brambles

Yeah, why don't you go? Yeah, you go for it.

Nessa O'Sullivan
CFO, Brambles

So thanks, thanks for the question. So yes, overall, global interest rates have gone up, and so what we guided to for the year was to, we said, to expect overall interest expense to go up by between $15 million and $20 million year-over-year. So we do have, as John said, a fair component of our debt is fixed rate, so that we're not as exposed as many other companies are to the rises in interest rates. But overall, yes, we do expect an increase in interest costs. Thank you.

John Mullen
Chair, Brambles

This is a bit that I didn't know as well, was, did the issue of that bond increase our total debt or, or-

Nessa O'Sullivan
CFO, Brambles

Yeah

John Mullen
Chair, Brambles

replacing debt that we were retiring?

Nessa O'Sullivan
CFO, Brambles

So it was retiring. So we- it was basically pre-funding an equivalent euro note that's maturing in June 2024, and obviously that bond was issued at a time when interest rates were lower. So yes, you do have a, an increase, but we, we did an overview and included, looked at all our debt and all of the funding costs to be able to come up with that overall guidance.

John Mullen
Chair, Brambles

Does that answer the question?

Kerry Bible
Shareholder, Private Investor

Well, it does answer that part, but actually, the first question I asked was in the three months trading, have you noticed any slowdown? And you answered it by saying, "Well, the meeting's a bit earlier than normal, and so we haven't issued it." But, I mean, surely you would have some idea, or is it secret or something?

John Mullen
Chair, Brambles

It's not secret, but I'm just going to repeat what I said. You know, we issue quarterly updates on trading, and I don't think it's appropriate in a publicly listed company to start issuing, one-off projections on those, on those results to a limited number of shareholders. You know, we have a, we have a process. Obviously, if trading was way out of line with, already with, our guidance for the year, we would have a disclosure issue, and we would have addressed that. But that's not the case, and we won't know until we close the first quarter, books, whether we do indeed need to change any, any guidance. But put it this way, I don't expect any particular bad news. We have no reason to believe there is any particular bad news coming. Please.

Speaker 13

Mr. Chairman, we have a question from shareholder, Mr. William Prentice.

William Prentice
Shareholder, Private Investor

Thank you, sir. I've got a question about the auditors. It's not to the auditors, but it's about the auditors. In the PwC, you know, had a lot of scandals associated with them, whether it's appropriate to keep them on as auditors. And I note that Mr. Perkins said that for employees, that they have to adhere to a certain conduct as employees. Would that apply to PwC? And I know the audit division may be different from the tax division. And my second question on that is, has the company taken any tax advice from PwC?

John Mullen
Chair, Brambles

Okay, let me have a go at that. So firstly, we review the independence and the objectivity of our auditors, external auditors, every year. We did a large internal review back in 2020, and we are delighted with the performance that PwC offers us as auditors. We have no issues there. Obviously, we are aware of, I think you said many, I'm aware of one, but, anyway, I'm aware, obviously, as everybody is, that PwC has been involved in that tax issue. Peter Debbie and other of her colleagues came to us, and we had a lengthy discussion. She explained that none of the partners or employees involved in that issue had anything to do with our audit.

And so from my perspective, that is not actually relevant to the delivery of services by PwC to us. On your last part of your question, to my knowledge, we have not received any tax advice from PwC. We have a segregation between audit and non-audit activities, and I think we've only had a very minor amount spent on non-audit during the year, and that would not include tax. Am I right?

Nessa O'Sullivan
CFO, Brambles

Yeah, you're right, John.

John Mullen
Chair, Brambles

Thank God.

Nessa O'Sullivan
CFO, Brambles

We don't have tax advice from PwC, and the amount of non-audit services is actually negligible. You're right.

John Mullen
Chair, Brambles

Good job Nessa's here.

Speaker 13

Mr. Chairman, next question is from Mr. Michael Batchelor from the Australian Shareholders Association.

Michael Batchelor
Shareholder, Australian Shareholders Association

Thanks very much. Congratulations, Brambles, on a good result. I think you've done remarkably well in a challenging environment, so well done. I've got a couple of questions, so in the interests of rotating around, I'll go through one at a time and probably come back. But look, I was interested in the resilience of your supply chain to climate change, and I know you do some work looking well out, and I was just wondering if you could make a comment on that. Thanks, John.

John Mullen
Chair, Brambles

I must say, one of the great pleasures—thank you, Michael. One of the great pleasures of being on the Brambles board is getting exposure to the sophistication and depth of the sustainability programs in Brambles. I've never worked in a company that comes anywhere close to this. We have... Well, firstly, I should say that the whole issue of sustainability and the continuity of that sustainability is inculcated into everything that management do. I know the board are all behind it, but we can't take any credit. It's been driven really from the grassroots up. The company absolutely embraces it.

And I think, you know, as, as we said in our earlier speeches, the last couple of years, we've seen huge disruption to supply chains from COVID, and saw the lumber price going from whatever it was, $18 a pallet to $60. The sawmills closed and all the rest of it, and it's an absolute credit to the management team that we kept going through all of that without a hitch. We had pallet shortages, certainly, but the sustainability of all our services was maintained right, right throughout. And I think we're in an extremely good place in that respect.

Scott Perkins
Chair of Remuneration Committee, Brambles

Thanks very much, John. I'm also interested, you've got a very... Whilst you seem to do a narrow series of things very well, but you're right across some very broad geographies. You know, they're quite different cultures, standards, values, perhaps. And I was wondering what you do to keep the board familiar with those, probably more outposts from, from Australia, and also, what you do to maintain the values of Brambles across those diverse geographies and cultures.

John Mullen
Chair, Brambles

Yeah, well, work, sort of working backwards on the second part of your question. Management are, again, extremely focused on delivering consistency of values, of rules and principles across the whole of the business. We just had a board meeting this morning and yesterday, and then exactly that topic was discussed in some detail. How do we make sure the same standards are achieved in this country and that country right across the globe? They do a very good job of that. The board is updated regularly on the metrics, whether they're safety metrics, whether they're sustainability metrics, whatever they are, the board gets regular updates that covers all geographies.

Now, we don't necessarily, as a board, drill down into every last depot in every small country, but I think we get enough of a view that we would soon see if one region was not doing as well as it should. So the first part of your question, we rotate board meetings around the world as well. So, we consider we're off to South Africa next month, so we will get in-depth exposure to the African teams there. And, we rotate those overseas trips during the year. So I think we're as exposed and close to the action as we can be.

Nessa O'Sullivan
CFO, Brambles

My colleague, John Price, who has a couple of things. [inaudible]

Scott Perkins
Chair of Remuneration Committee, Brambles

John Price is also a representative of the Australian Shareholders Association and a proxy today.

John Mullen
Chair, Brambles

Welcome.

Kerry Bible
Shareholder, Private Investor

John, and Scott, I, we certainly commend Brambles for the extension of the long-term incentives, and the 25% increase, I think, that you talked about. I wondered if you could drill down a little further for us, perhaps, Scott, in the context of the personal incentives, because as I see it, or as we see it, if Brambles achieves their forecasts, all of the executive team will receive their short-term incentives. The focus in terms from a shareholder perspective is, how high is the drive for behavior to the longer term to look for the sustainable improvements for Brambles and shareholders, driven by incentives on long term? Within that, if you could comment about personal incentives, because across your individuals, there is a component in your REM program for personal incentives for executives in particular areas.

I wonder if you could enlighten the shareholders about how that works?

Scott Perkins
Chair of Remuneration Committee, Brambles

Sure.

John Mullen
Chair, Brambles

Do you want to take this?

Scott Perkins
Chair of Remuneration Committee, Brambles

Yep. Thank you for the question. I think the first part of the answer would be the very reason why we've increased LTI is to rebalance the incentive structure towards the longer term. Now, our short-term incentive, of course, is not 100% cash. It's cash and two-year deferred equity. The best instruments that convey alignment over the long term between management, the company, and you, the shareholders, is for management to have to be quite aligned to long-term stock appreciation. So that concept is embedded into the structure of our remuneration and by way of equity instruments, but it's also embedded into some of the performance tests for LTI.

You'll be, you'll be aware that LTI is half a series of external benchmarks, where the company has to outperform in a relative sense, both the ASX 100 and the MSCI Industrials Index, and the 50 companies either side of Brambles and where it sits in that. That's another layer of sort of long-term incentive with the shareholder experience. The other half of LTI being, again, two metrics that we think are predictive of long-term outperformance and alignment being both revenue growth and return on capital employed. That's, your observation is exactly why we've made that change. In terms of personals, this year is the last year that we call it personal objectives. In that personal objective, last year, included-- it included safety, it included asset efficiency, it included NPS, the customer score, and it also included progress on the transformation plan.

Going forward, we are concentrating those two into the two most important elements, we think, coming out of the transformation plan to date, being both asset efficiency and the customer experience, increasing the weighting on those from, to 15% each, so that 30 will be bifurcated into two metrics. Both of those, through all of our research and all of the experience in the transformation plan, are again, drivers of long-term value and alignment with shareholder experience. The final element, answering to your question, is the modifier that I talked about. A series of sustainability metrics, but as importantly, on the recommendation of the CEO, a person-by-person review on adherence to the individual's contribution to leadership at Brambles. So that's yet another layer where the individual's contribution gets fed directly into REM and can flex the entire STI outcome up to max.

John Mullen
Chair, Brambles

Thanks, Phil. The only thing I might just add to that is, obviously, the metrics you set is one thing, how tough those metrics are to achieve is another. And I think the company's performance is, is good in that respect, that even this year was a good year for management, but they still didn't get their maximum entitlements, despite a really, really strong bumper year. So I think we've pitched it about right. Please.

Speaker 13

Mr. Chairman, a question from Mr. Kazim, a shareholder.

Mr. Kazim
Shareholder, Private Investor

Take this. Thanks very much, sir. Enjoyed your presentation. I think you deserve credit for the hard work you've done over the last four years since COVID started, so thank you for doing a good job. You did mention in your opening address that there is no discount for participating in the dividend reinvestment program, and I've often wondered why, because I've been participating in the dividend investment program for a long time. So I wanted to know how many shareholders are participating in the dividend reinvestment program? It's probably in the annual report, but I've been too busy to find that out. How much money are you raising through the dividend reinvestment program? I ask because you're getting an interest-free loan. When you're paying 4.5%, why not think of the shareholders who are helping your financial position? It only seems fair.

I mean, even if it was, excuse me, 1%, or 1.5%, or something, because I noticed the shares we got under the dividend reinvestment program, I think, was about AUD 14.49, I think it was, and they're trading at AUD 14.35, so we were already underwater. So can the board, therefore, look at the proposal to give the shareholders who are participating in the dividend investment program a little thank you in the way of a discount? Does that seem unreasonable?

John Mullen
Chair, Brambles

Put like that, it's very persuasive.

Mr. Kazim
Shareholder, Private Investor

Thank you. No, I'd like to, I mean, because then it's a fair go. I mean, you're raising money on the bond market and all over the place. I mean, you're paying rates, which is fine. You need to get on with your business.

John Mullen
Chair, Brambles

Yeah.

Mr. Kazim
Shareholder, Private Investor

Why not consider giving the dividend-

John Mullen
Chair, Brambles

Well-

Mr. Kazim
Shareholder, Private Investor

-small?

John Mullen
Chair, Brambles

The reason that we buy the shares on market is so as not to dilute those shareholders who do not participate. And I think it's a pretty established process. As to the actual numbers, I don't know, do we even declare those? Or...

Robert Gerrard
Chief Legal Officer & Company Secretary, Brambles

Yes, sir.

John Mullen
Chair, Brambles

Yeah.

Robert Gerrard
Chief Legal Officer & Company Secretary, Brambles

Roughly 9,500 of our 69,000 shareholders participate in the DRP, and the value of the dividend allocated to the DRP was about $7.4 million.

John Mullen
Chair, Brambles

Okay, and we will certainly, we take on board what you said. We'll have a think about it and try and come back next year with a conclusion.

Mr. Kazim
Shareholder, Private Investor

Thanks very much. Appreciate it.

John Mullen
Chair, Brambles

Pleasure. Do we have any more questions? Nope, looks like we don't. Do we have any on the telephone?

Speaker 13

There are no phone questions at this time.

John Mullen
Chair, Brambles

Great. And Robert, online?

Robert Gerrard
Chief Legal Officer & Company Secretary, Brambles

Yes, Chairman, we have one question online from a corporate shareholder, K Super Pty Ltd, and the question is: How does the Remuneration Committee justify the LTI plan vesting period of only three years from granting only 12 months longer than the STI plan vesting period of two years? LTIs is to ensure long-term retention of key executives.

John Mullen
Chair, Brambles

Yeah, look, it's a good, it's a good question. The corporate Australia has a wide range of periods. We think that three years is about right. But that's still certainly in our view, long enough for if there's been any adverse actions by management or whatever, it will have been clear within that period. So, could it be longer? Yes. Could it be shorter? Maybe, but I doubt it. But I think we're pretty comfortable it's about right. But we review it every year. We look at those issues, and we review the entire RIM structure against-

other examples in what, what everybody else is doing, but whether more importantly, whether they meet the objectives that we have to, encourage and motivate, our management. Okay, thank you. So we will now turn to the items of business. So items two to nine on the agenda will be proposed as ordinary resolutions. As, stated in the notice of meeting, I'll be casting any discretionary proxy votes that have been given to me in favor of each of the items of business. The proxy and direct vote position for each resolution will be shown on the screen. I remind you that if you're attending here today, cast your vote by marking your green voting card, and for those attending the meeting virtually via the Lumi platform, click on the Voting tab at the top of your screen. Simply select one of the options.

No need to hit Send or Submit, Enter, as the vote is automatically recorded. We will announce the poll results to the Australian Securities Exchange later today, and we'll also post them on our website. As Steve Hodkin of Boardroom has been appointed, Returning Officer. So the first item of business is to consider and receive the financial report, directors report, and auditors report for Brambles, and for the group for the year ended 30th of June, 2023. There's no vote on this item, but if you have any questions on this item and have not already done so, please submit your questions now. Are there any questions for item one from the floor? It would appear not. Do we have any on the telephone?

Speaker 13

There are no phone questions.

John Mullen
Chair, Brambles

Thank you. Robert, online?

Speaker 13

No online.

John Mullen
Chair, Brambles

Great. Okay, thank you. Item two, ask shareholders to adopt the remuneration report for Brambles and the group for the year ended 30th of June, 2023. Again, if you are online and have any questions on this item, please submit your questions now, if you've not already done so. Are there any questions for item two from the floor? It would appear not. Do we have any on the telephone?

Speaker 13

There are no phone questions.

John Mullen
Chair, Brambles

Robert, online?

Speaker 13

No questions on this item.

John Mullen
Chair, Brambles

Great, thank you. The resolution and the direct vote and proxy position are now shown on the screen. Please now cast your vote for item two. Item three, Priya Rajagopalan be elected to the Board of Brambles. If you're online and have any questions on this item, please submit your questions now if you have not already done so. Priya's biographical details are set out in both the notice of meeting and the annual report. Priya has been subject to an assessment process by the board, and her election is unanimously supported by her fellow directors. I will now invite Priya just to speak briefly on her election.

Priya Rajagopalan
Non-Executive Director, Brambles

Thank you, John, and good afternoon, ladies and gentlemen. I'm honored to stand for election to Brambles' Board of Directors today. I'm currently the Chief Product Officer of FourKites. Headquartered in Chicago, FourKites is the world leader in supply chain visibility. We were founded 8 years ago. We defined and created that category, and now have more than 1,200 enterprise customers globally, including nine of the top 10 CPG brands in the world. I joined the company in 2016 as the founding product leader, and have led its product and user experience team since then. I was particularly excited about the opportunity to serve on the Brambles Board from my work at FourKites.

I'm very familiar with Brambles and the unique leadership position anchoring the world's largest supply chains, and given my experience, I believe that I have value to bring to Brambles' focus on digital transformation. I have a long background in digital innovation across enterprise software firms, ranging from startups to public companies. I have received recognition from the Software Report as a top 25 software product executive of North America for both 2021 and 2022. Prior to FourKites, I was the head of product management for a business unit of TiVo that operated in 70 countries with global responsibility for its products and services. Prior to TiVo, I held product leadership roles at Flexera Software, overseeing the award-winning ERP adjacent FlexNet suite of enterprise apps.

In my prior career in consulting, I advised leadership teams at Fortune 500 firms such as 3M, Hewlett-Packard, Emerson, and ADP. I'm excited by the incredible opportunity that lies ahead of Brambles, and if elected, would be delighted to bring my experience with customer-focused digital innovation to Brambles and its shareholders. Thank you.

John Mullen
Chair, Brambles

Thanks very much, Priya. Are there any questions from the floor on item three? Looks like we've not. Any questions on the telephone?

Speaker 13

There are no phone questions.

John Mullen
Chair, Brambles

Robert, online?

Speaker 13

No questions online.

John Mullen
Chair, Brambles

I think you wowed them, Priya. That's good. So the resolution and direct vote and the proxy position are now shown on the screen. Please therefore, now cast your vote for item three. Item four asks that Mr. Ken McCall be re-elected to the board of Brambles. If you're online and have any questions on this item, please submit your questions now, if you've not already done so. Ken's biographical details are set out in both the notice of meeting and the annual report. Ken has also been subject to an assessment process by the board, and his re-election is unanimously supported by his fellow directors. I'd also now like to invite Ken to speak briefly on his re-election.

Ken McCall
Non-Executive Director, Brambles

Thank you, John. Good afternoon, ladies and gentlemen. It's been an honor to serve the Brambles Board over the last three years, and I'm delighted to submit myself for re-election for a further three-year term. My executive career has principally been in global consumer services businesses, focused upon customer delivery and service excellence, with many examples of business transformation. Geographically, my TNT and DHL careers have included Europe, the Middle East, and Asia, including living and working in China, and spanning distribution and supply chain responsibilities in all of those continents. My passion in Brambles for the last three years has centered around strategic operational transformation, of which Shaping Our Future is at the heart, contributing to the digital journey that we have successfully embarked upon, and to playing a part in building the Brambles of the future.

Equally, my global operations and logistics experience, gained as a company director in both public and private sectors, will continue to prove valuable to the challenges and opportunities faced by Brambles. My last executive appointment centered around the new world of mobility and digitalizing customer engagement and operating processes, all of which are very relevant to Brambles. Brambles is a proud Australian company with a great future. I will continue to work closely with management and my fellow directors to guide Brambles to increase performance and to drive our digital development in years to come. I would be honored if I were to be re-elected. Thank you.

John Mullen
Chair, Brambles

Thanks, Ken. Are there any questions for item four from the floor, please? Nope. Do we have any questions on the telephone?

Speaker 13

There are no phone questions.

John Mullen
Chair, Brambles

Okay, Robert, any questions online?

Speaker 13

No online questions.

John Mullen
Chair, Brambles

Hopefully, that's not just 'cause no one could understand his accent, but no, I'm joking. The resolution and direct vote and proxy position are now on the screen. So please now cast your vote for item four. Item five is my own re-election as a director. Again, if you're online and have any questions on this item, please submit your questions now, if you've not already done so. Before I hand over to Nora Scheinkestel to chair the meeting for this item, I'd like to briefly speak to you on my re-election as well. It's hard to believe that it's three years since you kindly elected me as chair of Brambles. So much has happened in this time that the years have literally flown by. I consider myself very lucky to chair such a fantastic company. I'm very proud of the results delivered by the business during this period.

Looking back now on the 3 years past, I'm proud that the business has dramatically improved its profitability, has material improved its share price, has consistently increased its dividend to you, our shareholders, has built a really strong board and management team, and has simply excelled in the area of sustainability. For those of you who do not know my own background, I spent most of my life in the transport and logistics industry. I spent 10 years with TNT in Australia and in Europe, the last 4 years of which I was Chief Executive Officer of TNT Express worldwide. I then joined the DHL Group, which, as you may know, is the world's largest transport and logistics company.

I was with DHL for 15 years, during which time my roles included being Chief Executive Officer of Asia-Pacific, DHL Express, Chief Executive Officer of the Americas region, and finally, Chief Executive Officer of DHL Express globally. After leaving DHL, I became the Chief Executive Officer of Asciano, it was Australia's largest rail and port logistics company, a role I held for 6 years. I've also been Chairman of Telstra since 2016, but I'm retiring next week at Telstra's annual general meeting. During my career, I've lived and worked in Asia, the United States, and Europe, as well as here in Australia.

I really hope that my executive and non-executive experience has equipped me with the skills to lead the Brambles board, and if I'm re-elected, I'll work hard to help management and my fellow directors continue to help drive improved performance and development in the years to come. Thanks very much. I'll now hand over to Nora to chair this item.

Nora Scheinkestel
Chair of Audit & Risk Committee, Brambles

Good afternoon, ladies and gentlemen. Thank you, John. John's biographical details are set out in both the notice of meeting and the annual report. John has been subject to an assessment process by the board, and his re-election is unanimously supported by his fellow directors. Are there any questions for item five from the floor? Doesn't look as if there are. Are there any questions on the tele-

Speaker 13

Questions.

Nora Scheinkestel
Chair of Audit & Risk Committee, Brambles

Robert, are there any questions online?

Robert Gerrard
Chief Legal Officer & Company Secretary, Brambles

There are no online questions.

Nora Scheinkestel
Chair of Audit & Risk Committee, Brambles

Thank you. The resolution and direct vote and proxy position are now being shown on the screen. Please now cast your vote for item 5. Thank you. I'll hand the chair back to John.

John Mullen
Chair, Brambles

Thanks.

Nora Scheinkestel
Chair of Audit & Risk Committee, Brambles

Mm.

John Mullen
Chair, Brambles

Great. Thank you. Thank you, Nora. Thanks very much, everyone. So item six asks that Dr. Nora Scheinkestel also be re-elected to the board of Brambles. If you're online and have any questions on this item, please submit your questions now, if you have not already done so. Nora's biographical details are also set out in both the notice of meeting and the annual report. Nora has been subject to an assessment process by the board, and her re-election is unanimously supported by her fellow directors. So I now invite Nora to speak briefly on her re-election.

Nora Scheinkestel
Chair of Audit & Risk Committee, Brambles

Thanks, John. Good afternoon again, ladies and gentlemen. I joined Brambles just at the start of the pandemic. For much of the next two years, we worked largely virtually. Our people all over the world showed remarkable adaptability in moving from working from to working from home, reaching out to our customers to understand what the circumstances meant for them, and working out how best we could serve them. As we emerged from the pandemic, consumer habits and demands went through numerous changes. At first, people enjoyed the release from lockdowns, only then to face into interest rate rises across the globe, as central banks sought to contain inflation with interest rate rises. As you all well know, both during and after COVID lockdowns, supply chains were severely disrupted.

Pallets became scarce in all our markets, and key inputs, lumber in particular, became materially more expensive, with the war in Ukraine then further disrupting lumber supplies. During this time, the Audit and Risk Committee, which I chair, was kept pretty busy. On the risk side, I worked with my colleagues on the committee and with our management team to review our risks, scan the horizon to ensure we were focused on the right things, undertook deep dives in critical areas to review and test management's plans to manage the key risks, and we continued to test ourselves as to whether we were keeping pace with the ongoing disruption. We also assisted the board in monitoring aspects of the transformation program, which in many areas directly addressed the risks that we were overseeing.

On the financial reporting side, our results have been strong, but we retained active oversight, particularly of the materially increased capital expenditure, which was required to buy sufficient pallets to meet our customers' needs and which had consequential impacts on our cash flow. Both before and during this time, I have served as a director of other large companies, including chairing their audit and risk committees. This allowed me to bring insights from others' experiences to our own discussions and to connect our team, where appropriate, to peers in other industries, so that knowledge and experiences could be shared. While I fervently hope, as I'm sure most of you do, that we don't repeat the COVID experience of the last 3 years, I believe that the breadth and depth of my 30-odd years' experience as a non-executive director was helpful to Brambles as we navigated through this period.

I believe that should you support my re-election today, that experience across almost every sector of the economy, including sectors deeply disrupted by technology and market changes, will continue to be of value as our board and management team work to complete the transformation program and deliver benefits to all of our stakeholders. Thank you.

John Mullen
Chair, Brambles

Thanks very much, Nora. Are there any questions for item six from the floor? It would seem not. Do we have any questions on the telephone?

Speaker 13

There are no phone questions.

John Mullen
Chair, Brambles

Thank you. And Robert online?

Robert Gerrard
Chief Legal Officer & Company Secretary, Brambles

There are no online questions.

John Mullen
Chair, Brambles

Online. Great. Thank you. The resolution and direct vote and proxy position are now on the screen, so please now cast your vote for item 6. Item 7 asks shareholders to approve the participation by Mr. Graham Chipchase in the Brambles Limited Performance Share Plan until the 2024 annual general meeting, in the manner set out in the explanatory notes accompanying this notice of meeting, for all purposes, including for the purpose of Australian Securities Exchange Listing Rule 10.14. If you're online and have any questions on this item, please submit your questions now, if you've not already done so. Listing Rule 10.14 requires shareholder approval for the issue of securities to a director under an employee incentive scheme. The Brambles Performance Share Plan is an employee incentive scheme.

The notice of meeting sets out details of how the performance share plan works and the way in which the number of both short and long-term incentive awards to be granted to Mr. Chipchase are calculated. Are there any questions for item seven from the floor? It would seem not. Thank you. Do we have any questions on the telephone?

Speaker 13

There are no phone questions.

John Mullen
Chair, Brambles

Robert, online?

Robert Gerrard
Chief Legal Officer & Company Secretary, Brambles

There are no online questions.

John Mullen
Chair, Brambles

Great, thank you. The resolution and direct vote and proxy position are now on the screen, so please now cast your vote for item seven. Item eight asks shareholders to approve the participation by Ms. Nessa O'Sullivan in the Brambles Limited Performance Share Plan until the earlier of the date she ceases to be an employee of the group and the 2024 annual general meeting. The manner of her participation is set out in the explanatory notes accompanying this notice of meeting, and shareholder approval is being sought for all purposes, including for the purpose of Australian Securities Exchange Listing Rule 10.14. If you're online and have any questions on this item, please submit your questions now, if you have not already done so.... Although Ms.

O'Sullivan will not be a director at the time that the securities under the performance share plan will be issued to her. Listing Rule 10.14 also provides that the issue of securities to a person whose relationship with Brambles is such that, in the ASX's opinion, her acquisition of securities should be approved by security holders. The ASX has so determined that Ms. O'Sullivan is such a person, as she is currently a director of Brambles. Are there any questions for item 8 from the floor? It would seem not. Any questions on the telephone?

Speaker 13

There are no phone questions.

John Mullen
Chair, Brambles

Thank you, and Robert, online?

Speaker 13

There are no online questions.

John Mullen
Chair, Brambles

Great. The resolution and direct vote and proxy position, again, are now on the screen, so please cast your vote for item eight. Item nine asks shareholders to approve the participation by Ms. Nessa O'Sullivan in the Brambles Limited MyShare Plan until the earlier of, again, the date she ceases to be an employee of the group and the 2024 annual general meeting. The manner of her participation is set out in the explanatory notes accompanying this notice of meeting, and shareholder approval is being sought for all purposes, including for the purpose of Australian Securities Exchange Listing Rule 10.14. The reasons for this resolution are the same as that for the previous resolution. If you're online and have any questions on this item, please submit the questions now if you have not already done so.

Further details on this resolution are set out in the explanatory notes in the notice of meeting. So are there any questions for item nine from the floor? It would seem not. Do we have any questions on the telephone?

Speaker 13

There are no phone questions.

John Mullen
Chair, Brambles

And Robert?

Speaker 13

There are no online questions.

John Mullen
Chair, Brambles

Great. The resolution and direct vote and proxy position are now on the screen, so please now cast your vote for item nine. Are there any further questions from the floor? I think not. Do we have any further questions on the... Oh, yes, we do. Sorry.

Speaker 13

Jim, Mr. Chairman, a further question from shareholder Mr. Kazim.

Mr. Kazim
Shareholder, Private Investor

Thanks very much. I have a few general questions.

John Mullen
Chair, Brambles

Good job.

Mr. Kazim
Shareholder, Private Investor

Did Brambles get JobKeeper payments?

John Mullen
Chair, Brambles

Very minimal, and it was repaid as far as I'm aware.

Kerry Bible
Shareholder, Private Investor

Oh, good.

John Mullen
Chair, Brambles

It was very, very small.

Mr. Kazim
Shareholder, Private Investor

Well, I mean, that's fine, because I noted that there's some companies that didn't deserve to get JobKeeper, got plenty of money, and then they decided not to return, which is not a very good thing. I'm also interested in... I mean, directors and the senior team get pretty well compensated for what they do. What I'm interested in is, how do the people who do the real work on which the bonuses are then given over to the executives and et cetera, et cetera, are there-

John Mullen
Chair, Brambles

Um-

Mr. Kazim
Shareholder, Private Investor

Do you offer them other incentives, like skin in the game? Do you offer them shares at a discount or?

John Mullen
Chair, Brambles

Well, yes, we do have, we do have a MyShare Plan for ordinary employees. But we also obviously review all of our salaries and wages worldwide to make sure we're competitive at all times.

Mr. Kazim
Shareholder, Private Investor

I mean, competitive could be just the basic way, but I mean, do you give them little bonuses for doing a good job?

John Mullen
Chair, Brambles

So, so-

Mr. Kazim
Shareholder, Private Investor

over a period of time?

John Mullen
Chair, Brambles

Yeah. Yeah, Graham, do you wanna? Well, there's some.

Graham Chipchase
CEO, Brambles

Yes, a large number of the executive team, so I mean, going down several layers of the organization, are on a similar sort of bonus scheme in terms of what is important in terms of profit and cash and their personal objectives. So those are issued each year, assessed each year, and, you know, will go up and down, like, just like anyone else's. And in specific areas, so if you're working in sales, for example, you might. Your bonus might be focused more on, you know, are you getting good sales at a good price, as opposed to just any sort of sale.

Mr. Kazim
Shareholder, Private Investor

Yeah.

Graham Chipchase
CEO, Brambles

It'll be tailored to what people are actually doing.

Mr. Kazim
Shareholder, Private Investor

Yeah.

Graham Chipchase
CEO, Brambles

So it's pushed down pretty far.

Mr. Kazim
Shareholder, Private Investor

Oh, good. Okay. The other thing I wanted to know is, do you use consultants?

John Mullen
Chair, Brambles

Do we use consultants? Yes. Yes, we do.

Mr. Kazim
Shareholder, Private Investor

What sort of scale are we looking at? I mean, I was completely shocked. I never, ever attended... I've been investing for a long time, and I somewhat naive, naively assumed that they did their job and ethically and everything else. The Banking Royal Commission showed us what was really going on behind the curtains, as indeed, the four consultant firms revelations have been, you know, a great shock.

John Mullen
Chair, Brambles

Yeah.

Mr. Kazim
Shareholder, Private Investor

I wanted to know.

John Mullen
Chair, Brambles

Well, firstly, we don't use a lot of consultants. Secondly, where you use a consultant is where your day-to-day team is busy doing their normal tasks, and you need to look at something that is out of the ordinary.

Mr. Kazim
Shareholder, Private Investor

Mm-hmm.

John Mullen
Chair, Brambles

Where we need to understand a trend in a certain country, where you're looking at mergers and acquisitions or something that you don't want, and you don't have staff to pull off to go and put on a project doing something else for several months, because they have a day job as well. That's where you try and plug in with a skilled consultant. But we don't use a lot. We don't need consultants for our day-to-day business.

Kerry Bible
Shareholder, Private Investor

Mm-hmm.

John Mullen
Chair, Brambles

We don't have subcontracted, like, consultants who are actually Brambles employees. We don't have anything like that.

Mr. Kazim
Shareholder, Private Investor

What about some of the products that you make available to people around the world? Do you tap into the research being carried out in universities, for example? Do we tap into university research? Like, if you have a problem, technical, instead of continually new and different ways that may be possible, will give you a greater opportunity to do better in the future.

John Mullen
Chair, Brambles

That's good. Yeah.

Mr. Kazim
Shareholder, Private Investor

I mean, university research is ongoing, you know. I mean, I think it was the first, the Woolworths property market, sorry, the shares that were cut off from the main company, and I asked the question: "What were you doing with the miles of roofs that, flat roofs that you have, and have you considered solar panel to help reduce the, you know, electricity costs, et cetera?" I was told to shut up and sit down because they thought I was an environmental protester, and look, it's now common practice. So all I'm saying is, if you're not using consultants, your management team is getting management, and they presumably carry out and read extensively and look at what opportunities are you offering to those down, further down the scale? I mean, do you give them opportunities? Do you encourage learning?

Do you reward people who come up with great ideas of doing different things for incentive, some sort of a plan?

John Mullen
Chair, Brambles

Well, so trying to distill that down, so, yes, we use consultants where we have a specific need-

Mr. Kazim
Shareholder, Private Investor

Yeah

John Mullen
Chair, Brambles

... for a, for a consultant, as I've said. I know we engage with universities in, in, I don't, can't think which ones exactly, because you want to-

Graham Chipchase
CEO, Brambles

For example, in things like material research-

John Mullen
Chair, Brambles

Yes.

Graham Chipchase
CEO, Brambles

we don't have enough people to-

John Mullen
Chair, Brambles

Yes

Graham Chipchase
CEO, Brambles

sit there looking at, you know, types of plastic or-

John Mullen
Chair, Brambles

Yeah

Graham Chipchase
CEO, Brambles

new types of wood, so we'll engage with universities on things like that. And also now, as part of the digital transformation, you know, we, we can tap into people who, you know, spend all their time just sitting in a, a dark room, thinking about these things. So we, we work with them because they are the experts, and then-

Kerry Bible
Shareholder, Private Investor

Mm-hmm

Graham Chipchase
CEO, Brambles

then they use their general knowledge to apply it to our specific problems. We do that. And in terms of your comment about, you know, giving people op, learning opportunities, something else we've done pretty successfully in the last 18 months, as part of the digital transformation, most of us, me included, needed to go on a data literacy course. So we did a data literacy course, and we've had 5,000, over 5,000 people out of 11,000 in the company go on that. So that's all done online.

Kerry Bible
Shareholder, Private Investor

Mm-hmm.

Graham Chipchase
CEO, Brambles

It's very easy for people to access that. The board have access to it, so we make that very easy for people to you know, develop themselves. And that's been something that's going through the company for several years now.

John Mullen
Chair, Brambles

And the only other thing I-

Kerry Bible
Shareholder, Private Investor

Oh, sorry if I may just add, add to that, we've used the services of McKinsey for our Shaping Our Future transformation program. They came in for a set period of time. They helped us structure the entire plan. They helped train our teams in all of the objectives. Once that was done, they moved out, and I think we can see the result now, and we're very thankful to them for the contribution they made.

Mm-hmm

John Mullen
Chair, Brambles

... to the improved performance of the company today.

Mr. Kazim
Shareholder, Private Investor

And I, so I was thinking, because University of Newcastle, for example, has been a leader, and it was the first university in the entire British Commonwealth that set up a Unisearch, which that if industry had a problem, they could, with the amount, large amount of research facilities and specialists they offer. And I'm not promoting the University of Newcastle. I just happened to have been studied there, and if that facility is available, so why not use it? And certainly, they wouldn't be charging quite as much as some of the private consultants do, as we have learned, and gouge wherever they possibly can, because nobody knows how they price their consulting business.

Anyway, I mean, I think all I'm saying is, overall, if you have a staff development program, an ongoing learning program, it's important, because it gives everybody a sense of value, being part of the company, and therefore do their better, and there's come of ideas, they're recognized, and they get rewarded, and I think it creates a very creative and helpful environment for every staff at every level. That's all really-

John Mullen
Chair, Brambles

Yeah

Kerry Bible
Shareholder, Private Investor

I had in mind.

John Mullen
Chair, Brambles

Well, thank you for the comment. That's, that's appreciated, and I, I agree with you. Well, I, I'd like to think that the management, in particular, encouraged by the board, have really embraced innovation as a concept within the company, and we, we look for ideas from everybody, don't we? Not, not just from us older ones sitting around the board tables. It's from the grassroots up, and I think, as Graham explained, there are areas of highly technical expertise that we don't necessarily have. Digital, he mentioned, but also, you know, pallets are made of wood. There's a constant cycle of people looking at alternatives, plastics, and, you know, with all the complexities of tensile strength and fire retardant and all these other things.

Those, those are levels of expertise that we reach out to people like universities and others to help make judgments on, on the future.

Mr. Kazim
Shareholder, Private Investor

What about the recycling program?

John Mullen
Chair, Brambles

Um, well-

Mr. Kazim
Shareholder, Private Investor

Have you increased that, given the oil and all the other sources that we utilize?

John Mullen
Chair, Brambles

Yeah, I think we're, and correct me again if I'm wrong, I think we're 35% of landfill avoided, and our target's to get to 100 by 2025? Yeah. So yeah, that's a big focus of the sustainability program.

Mr. Kazim
Shareholder, Private Investor

Good. Thanks very much.

John Mullen
Chair, Brambles

Thank you. Thank you for your questions. Ladies and gentlemen, I think that concludes our discussion on the items of business, and I therefore now declare the AGM closed. Thank you for your attendance today. I'll shortly close the online voting system, but please ensure that you have cast your vote on all resolutions. I'll now pause for a minute just to give you time to finalize those votes. So voting is now closed. We will announce the results of the poll to the ASX later this evening. Thank you all once again for joining us at our annual general meeting today. Thank you.

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