The ASX Corporate Governance Council’s Corporate Brambles Limited

Governance Principles and Recommendations recommend ABN 89 118 896 021

Level 40 Gateway 1 Macquarie Place
the use of formal letters of appointment for directors. This is Sydney NSW 2000 Australia
a model letter of appointment for a Brambles Non-executive GPO Box 4173 Sydney NSW 2001
Director. It has been designed for Non-executive Directors Tel +61 2 9256 5222 Fax +61 2 9256 5299
who are initially appointed by the Board to fill casual www.brambles.com
vacancies or as additional Directors. Actual terms may vary
when agreed with Directors.

[Date]

[Name of Director]
[Address]

Dear [Name]

Brambles Limited: Appointment as Non-executive Director

This letter outlines the terms which will apply to your appointment as a Non-executive Director of
Brambles Limited (Brambles). In this letter, Group means Brambles and its subsidiary and joint
venture interests.

1. Term of appointment and vacation of office

You will hold the office from the date you consent to be appointed as a Non-Executive Director until
the next annual general meeting of Brambles, to be held on or about [next AGM date], and subject to
the Corporations Act and Brambles’ Constitution (Constitution).

At any time during your tenure, including when you become subject to re-election under the
Constitution or the law, your performance as a Director may be reviewed in accordance with
processes agreed by the Board from time to time. A recommendation as to your re-appointment may
be made in a notice of meeting or other material provided to shareholders. You agree to participate in
such reviews.

You will cease to hold office as a Director at any time that you resign by written notice. If such a
decision is prompted by concerns about the running of Brambles or a proposed action which cannot
be resolved, it is appropriate for you to write to the Chairman, setting out the reasons for your
resignation. Where possible, it is desirable that you give the Chairman reasonable forewarning of your
intention to resign or to not seek re-election, so that Brambles can plan for succession of skills and
experience on the Board.

You may be removed from or otherwise cease to hold office as a Director of Brambles in accordance
with the law and the Constitution. No such removal or cessation will give you any rights to
compensation or damages and no fee will be payable to you for any period after such removal or
cessation. On ceasing to hold office as a Director of Brambles, you will also resign as a Director of
any other company within the Group.

The Board may from time to time request you to participate in one or more Board committees, or to
serve in other capacities, subject to your agreement.

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2. Role

Brambles is the holding company of the Group. The overall management and control of the business
of the Group is vested in the Brambles Board. The Board has reserved for its own decision a number
of specific matters, which include the establishment of Brambles’ overall strategic direction and
strategic plans for its major business units, the approval of budgets, financial objectives and policies
and significant capital expenditure, the approval of Brambles’ financial statements and published
reports, the approval of the establishment and annual review of the effectiveness of Brambles’
systems of internal control and risk management, and the appointment of key senior executives. The
charters of the various Board committees also require certain matters to be approved by the Board
including, among other matters, the executive remuneration policy and the appointment of the
external auditors. The Board has otherwise delegated responsibility for the management of the Group,
through the Chief Executive Officer, to executive management.

As a Non-executive Director of Brambles, you will contribute to ensuring that the Board has the
mixture of skill and experience which it requires. You will be expected to participate as a member of
the Board in, among other matters:

• constructively challenging and helping to develop proposals on the Group’s strategy;

• setting values and standards for the Group and establishing systems for their communication
and monitoring;
• monitoring the performance of management in meeting agreed goals and objectives and
ensuring that the necessary financial and human resources are in place to enable the Group
to meet those goals and objectives;
• satisfying yourself as to the adequacy and integrity of financial and other reporting to the
Board and shareholders and that there are adequate systems of internal control; and
• satisfying yourself that systems for identification and management of risks are robust and
appropriate.

You agree to carry out your duties in accordance with applicable legal standards and with standards
of good corporate governance.

3. Time commitments

The time required to be devoted to Brambles by Non-executive Directors may change from time to
time. The plan for calendar year [year] currently involves Non-executive Directors attending at least:

• [number] regular two-day and one regular one-day Board meetings in Australia;
• [number] regular two-day Board meeting in [location];
• [number] regular two-day and one regular three-day Board meetings in [location];
• the annual general meeting and site visits to operational facilities, which may overlap with the
above dates; and
• [number] teleconference Board meetings, which are usually of one to two hours duration.

The time commitments required of Non-executive Directors in subsequent years are currently
expected to be similar to those for [year] outlined above.

You may be required to participate as a member of a Board committee, meetings of which will occur
at times other than those outlined above. If you are appointed as chairman of any committee, you may
expect a further call on your time to fulfil that role.

Travel time is in addition to the above.

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The Company Secretary maintains the schedule of Board and committee meetings and should be
contacted with any detailed questions.

In addition, you will be expected to devote appropriate preparation time ahead of each meeting and to
attend such ad hoc meetings as may be necessary or desirable.

By accepting this appointment, you confirm that you are able to allocate sufficient time to meet these
expectations. You should consult with the Chairman before you accept any additional commitments
which may conflict with, or impact on, the time you are able to devote to your role as a Non-executive
Director of Brambles. Your appropriate commitment of time to the affairs of Brambles will be one of
the issues addressed in performance reviews.

The heavy travel burden associated with attending meetings in two hemispheres is recognised and,
with the consent of the Chairman, Directors may on occasion be permitted to attend meetings
“electronically” when necessary.

4. Technology

By consenting to become a Director, you consent to the use of video, telephone, electronic mail, any
other technology which permits each Director to communicate with every other Director, or any
combination of these technologies for the purpose of calling and holding Directors’ meetings.

5. Independence and other interests

Based on an assessment of all relevant and available information, the Board regards you as an
independent Director. By signing this letter, you confirm that you agree. If your circumstances change
in any way that may affect your status as an independent Director, you must immediately disclose this
to the Board. You agree to provide the Board with all information it may require at any time to confirm
your independence.

Brambles accepts that you will have business interests other than those of Brambles. The enclosed
Consent and Disclosure form contains a declaration of interest schedule for completion by you. This
form will be tabled at the next Board meeting. You warrant that this disclosure is a full and fair one
and includes all information that Brambles reasonably needs to know in order to make an informed
decision to appoint you.

Disclosure of interests is a continuing obligation. If your circumstances change or you acquire any
office or property which may conflict with your office as a Director of Brambles or the interests of
Brambles, then you must disclose its character and extent at the next meeting of Directors. This
should be done in writing. You may wish to consult with the Chairman or the Company Secretary as
soon as you become aware of any potential conflict.

You should be aware that, under the law and the Constitution, you will generally not be entitled to
attend any part of a Board meeting, or to vote, on any matter in which you have a material personal
interest unless the other Directors unanimously decide otherwise. Any material relationships or
interests which you may have which could affect your independence are required to be disclosed in
the annual report and the accounts under the Corporations Act and the Listing Rules of the Australian
Stock Exchange (ASX Listing Rules).

6. Remuneration and expenses

Each Non-executive Director of Brambles is paid a base fee which is currently US$[fee]. Fees are
payable by monthly instalments and will be deposited (net of any deductions required) into your bank
account, details of which you provide from time to time.

These amounts or the nature of the benefit may be changed by the shareholders or the Board. You
will not be entitled to a retirement allowance. Brambles will contribute to a superannuation scheme for
your benefit in accordance with statutory requirements. Any such compulsory contributions will be
deducted from the fees otherwise payable to you.

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You are entitled to be paid other expenses you properly incur concerning Brambles' affairs. Except for
reasonable expenses associated with travelling on Brambles' business, you should obtain the
approval of the Chairman to the expense before you incur it. Expenses are approved in accordance
with the policy set by the Remuneration Committee from time to time.

7. Shareholding expectation

You have agreed that, for so long as it is Board policy and within three years of your initial
appointment as a director of Brambles, you will hold shares in Brambles at least equal to one times
your annual fees after tax.

8. Continuous improvement and Directors’ appraisal

The Board believes that progressive organisations appreciate the challenge of operating in today’s
business environment and embrace the need for continuous improvement.

You agree that you will participate in:

• continuous improvement programs from time to time determined by the Board as being
appropriate for Directors, at the expense of Brambles, whether or not those programs are
offered by Brambles; and
• participate in processes of internal and external review of Director, Board and committee
performance as may be determined to be appropriate by the Board from time to time. You
acknowledge that such processes may result in positive or negative recommendations in
relation to your candidacy for re-appointment to the Board.

If there are any issues that cause you concern about the Board or your individual performance, or the
performance of any committee, you should feel free to raise it with the Chairman at any time.

9. Indemnity, insurance and access to company documents

I enclose a copy of a summary of the current Directors’ and Officers’ insurance policy. This policy will
be extended to you from the date of your appointment.

You will also have the benefit of the indemnity in the Constitution.

Under Australian law, Directors have a right of access to financial records and they may make copies
of books (other than financial records) for the purposes of certain legal proceedings. This latter right
continues for seven years after you cease to be a Director.

10. Independent advice

With the approval of the Chairman, you may seek independent professional advice at the expense of
Brambles on any matter connected with the discharge of your responsibilities. Copies of this advice
must be made available to, and for the benefit of, all Board members, unless the Chairman otherwise
agrees or unless making it available in this manner would result in a waiver of your legal professional
privilege.

11. Charters and policies

Brambles has a range of charters and policies which govern conduct of the Directors and employees
and set out the processes, values and standards of the Group in dealing with all stakeholders. These
are included in your induction pack and are also available on the Brambles website
www.brambles.com. You agree to comply with such charters and policies and acknowledge that your
conformity with them will be an element in any assessment of your performance as a Director of
Brambles.

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12. Notification of personal interests

Under the ASX Listing Rules Brambles is required to provide information about you to the ASX.
Brambles is also required to provide information about you to a Regulatory Information Service as part
of its secondary listing on the London Stock Exchange (LSE). Filings concerning you must also be
made with various government authorities.

You agree that you will provide to the Company Secretary promptly (and within required timeframes
for filing that information) all information about you which may be required for this purpose including
(without limitation):

• details of your name, address, date and place of birth;

• details of Brambles securities held by you, your spouse and children under 18 years of age
(including step-children) and entities associated or connected with you or any of them
(Related Persons) at the time of your appointment as, and at the date you cease to be a
Director of Brambles; and
• details of any changes in Brambles securities held by you or a Related Person, within two
days from the date of the change.

The enclosed Consent and Disclosure form includes a schedule to disclose the Brambles securities
currently held by you and your Related Persons.

You acknowledge that any personal information you have provided to Brambles may be used or
disclosed by Brambles as described below.

• to comply with the ASX Listing Rules and the Listing Rules of the LSE;
• to comply with the Corporations Act of Australia or any other applicable law;
• for any corporate governance purpose, and to monitor compliance with the charters and
policies described above;
• to comply with any statutory, regulatory or stock exchange requirements or periodic reporting
obligations under other laws in any other jurisdiction which require Brambles to disclose
information to any statutory body, regulator or stock exchange regulatory authorities; and
• to prepare offering memoranda, prospectuses, registration statements, information
memoranda and like associated documents in connection with the offering for issue or sale of
debt, equity and hybrid securities.

You can ask for access to most personal information that Brambles holds about you in your capacity
as a Director. To find out what sort of personal information Brambles holds about you as a Director, or
to make a request for access, you should contact the Company Secretary. If for any reason Brambles
is unable to grant access to you to any personal information, the Company Secretary will advise you
of that reason.

13. Trading in Brambles shares

Brambles has a Securities Trading Policy. The policy contains restrictions on when you can deal in
Brambles securities. In summary, the policy restricts you from trading in Brambles securities during
certain defined periods and outside these periods you must obtain the prior approval of Brambles’
Chairman before doing so. It also prohibits you taking out margin loans for which Brambles shares
are security. A copy of the policy is in your induction pack.

14. Company Secretary

All Directors have access to the Company Secretary’s advice and services.

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15. Confidentiality

All non-public information obtained during your appointment is confidential to Brambles and should
not be released, either during your appointment or following termination (by whatever means) to third
parties without prior clearance from the Chairman, or as required by law.

When you cease to be a Director you agree to return to Brambles all property, materials and
documents of Brambles, other than such documents as you reasonably need to retain as a record of
the discharge of your duties.

I also draw your attention to both legislation and Brambles' policy prohibiting disclosure or use of price
sensitive information.

16. Announcement of your appointment

I will seek your clearance of an announcement to the ASX, the LSE and the media of your
appointment to the Board. This announcement will be made as soon as the Board has resolved to
appoint you as a Director.

17. General

This letter agreement is governed by the laws of New South Wales, Australia. Please confirm your
consent to act as a Non-executive Director on the terms set out above by signing and returning to me
the enclosed copy of this letter.

Please feel free to contact me on [phone number] or the Company Secretary on [phone number] if
you have any queries in relation to the above.

We look forward to welcoming you to the Board.

Yours sincerely

Chairman

Acknowledgment

I accept the terms of the proposed appointment set out in this letter.

…………………………………..
Signature

…………………………………..
Date

Enclosures:

Consent and Disclosure Form

Summary of Current Directors’ and Officers’ Insurance Policy

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