Brambles Limited · ASX:BXB
Brambles — Shareholder Meeting (November 2014)
66 slides from Brambles's shareholder meeting presentation, Nov 6, 2014
Slide 1: Annual General Meeting 6 November 2014
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Slide 2: Stephen Johns, Chairman
Stephen Johns Chairman 2 Brambles
Slide 3: A poll is being held on all resolutions
A poll is being held on all resolutions at this meeting. If leaving early, place completed voting cards in the ballot boxes by the exit doors. 3 Brambles
Slide 4: Chairman succession and Board renewal
Chairman succession and Board renewal = Retirement of Graham Kraehe 0 14 years’ association with Brambles Board Q Chairman from February 2008 to September 2014 Q Established clear and focused strategy = Appointments of Brian Long, Christine Cross as Directors = Retirements with thanks of Luke Mayhew
Slide 5: Focus on Brambles' Shared Values
Focus on Brambles’ Shared Values @ All things begin with the customer @® We have a passion for success @® We are committed to safety, diversity, people and teamwork @ We believe in a culture of innovation © We always act with integrity and respect for the community and the environment 5 Brambles
Slide 6: All things begin with the customer
“All things begin with the customer” = Brambles is an integral part of the supply chains we serve = Board and management focus on customer relationships = Continued progress with Net Promoter Score surveys QO More than 7,000 customer participants in 2014 6 Brambles
Slide 7: We have a passion for success
“We have a passion for success” FY14 financial performance highlights (Continuing operations) FY14 result Change vs. FY13 (Actual FX) ae Sales revenue : a US$5,405M 6% 7% Underlying Profit a US$960M 5% 6% Return on Capital Invested Sd 16.3% (0.1) pts - Total dividends ® 27.0 Australian cents per sha
Slide 8: We have a passion for success
“We have a passion for success” Total shareholder returns Index: base 100 SSR FSB GB 65668 6 % 9 80 60 Nov 2009 Nov 2010 Nov 2011 Nov 2012 ——Brambles Brambles (ad; ——Brambles (adj for Recall) Brambles for Recall) —ASx 200 Five years 80% 97% 49% 32% ASX 200 Industrials One year 18% 29% 6% 9% Note: Br
Slide 9: Safety, diversity, people and teamwork: group safety performance
“We are committed to safety, diversity, people and teamwork” Group safety performance 25 —® Continuing businesses” m= Reported BIFR 20 15 0 FY10 FY11 FY12 FY13 FY14 * Represents operations owned continuously throughout FY10 to FY 14 and excludes businesses acquired during that period and the Recall
Slide 10: Safety, diversity, people and teamwork
“We are committed to safety, diversity, people and teamwork” = Diversity Policy a Objective to increase women in senior management positions to 30% by 2018 0 Target of 30% female Board members by 2015 achieved = Investment in people a Focus on high potential leaders O Seventh year of partnership wit
Slide 11: We believe in a culture of innovation
“We believe in a culture of innovation” = Brambles pioneered the concept of equipment pooling Q More efficient and sustainable method of materials handling = Seeking to do more a Expand upon the strength of our installed network and unique positon Q Develop ideas that lead to business opportunities
Slide 12: Integrity and respect for community and environment
“We always act with integrity and respect for the community and the environment” Addition of human rights to Zero Harm Charter Introduction of Supplier Policy Further development of Anti-Corruption & Bribery Policy Signatory to UN Global Compact Recognition as global leader in addressing deforestati
Slide 13: Tom Gorman, Chief Executive Officer
Tom Gorman Chief Executive Officer 13 Brambles
Slide 14: Investment proposition
Investment proposition @ Our customer value proposition enables a strong and sustainable competitive advantage... ... Which drives superior rates of economic return 2] (i.e. high quality of opportunity) ... and positions us uniquely to deliver superior levels of growth 3) (i.e. high quantity of oppo
Slide 15: Five-year financial objectives
Five-year financial objectives 1) Get the basics right - Investin product and service quality - Investin asset management Annual percentage sales revenue growth in the high single digits 2) Drive business growth - Investin business development to support diversification Consistent incremental improv
Slide 16: One Better to drive performance
One Better to drive performance One Better enablement Reinvigorated approach V to strategy globally ( } Technology and customer \ to capture true value of network and asset management advantage c Protect and enhance core competitive position f . . . J relationships central to innovation Invest in ne
Slide 17: Acquisition of Ferguson Group
Acquisition of Ferguson Group = Leading provider of container solutions to the offshore oil and gas sector = Strong fit for Brambles, consistent with strategy to diversify in segments with strong equipment-pooling and growth characteristics = Platform for further expansion of Brambles’ offering in o
Slide 18: Outlook and first-quarter trading
Outlook and first-quarter trading = FY15 guidance’, including Ferguson contribution: Q Constant-currency sales revenue growth of 8% to 9% 0 Underlying Profit of US$1,055M to US$1,085M (30 June 2014 foreign exchange rates) = First-quarter trading update 0 Constant-currency sales revenue growth of 7 p
Slide 19: Annual General Meeting
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Slide 20: Chairman of the Remuneration Committee
Tony y Frogge® Chairman of the Remuneration Committee 20 Brambles
Slide 21: What I will cover
What | will cover = Brambles’ executive remuneration structure = Outcomes for FY14, including share vesting = MyShare 21 Brambles
Slide 22: Brambles' executive remuneration policy
Brambles’ executive remuneration policy Objectives 1 Attract and retain high-calibre executives through market-competitive remuneration 2 Incentivise executives to achieve challenging performance levels 3 Reward successful business strategy implementation 4 Align executive rewards with creation of s
Slide 23: Senior executive remuneration structure
Senior executive remuneration structure “At risk” remuneration 76% vs fixed remuneration 24% At risk LTI shares: 32% Vesting over three years, performance hurdles for shares related to TSR and sales revenue/BVA Fixed remuneration: 24% a . Salary, superannuation, car allowance, healthcare, etc At ris
Slide 24: Remuneration outcomes and decisions
Remuneration outcomes and decisions = Modest salary increases for senior executives in FY14 = Short-term bonus and deferred share awards reflected company performance = Long-term incentives vested at 51.6% in FY14 = Non-Executive Director fees increased by 3%, in line with the Australian market 24 B
Slide 25: MyShare update
MyShare update = Brambles is strongly committed to employee share ownership = Since the initial launch in 2008, more than 3,000 employees in 40 countries have elected to participate in MyShare = MyShare employees now own more than 2.5M shares in Brambles, or 0.16% of Brambles’ total share capital 25
Slide 26: Final comment: FY15 remuneration
Final comment: FY15 remuneration = No proposed changes to remuneration policy for FY15 = Financial targets for FY15 are demanding O Will require strong performance to achieve similar or better levels of total remuneration compared with FY14 26 Brambles
Slide 27: Annual General Meeting
e ® re /) Brambles ie z Annual General f one aN Meeting . one business one team ® é « 6 November 2014
Slide 28: How to ask a question
How to ask a question = Go to a designated microphone = Show your yellow voting card or red non-voting card = Give the attendant your name = Wait until you have been introduced to the meeting 28 Brambles
Slide 29: Receive Financial Report, Directors' Report and Auditors' Report
Item 1 To consider and receive the Financial Report, Directors’ Report and Auditors’ Report for Brambles and the Group for the year ended 30 June 2014 29 Brambles
Slide 30: Voting procedure
Voting procedure Discretionary proxy votes given to Chairman will be cast in favour of each item of business 30 Brambles
Slide 31: Adopt the Remuneration Report
Item 2 As an ordinary resolution To adopt the Remuneration Report for Brambles and the Group for the year ended 30 June 2014 31 Brambles
Slide 32: Proxies and direct votes received
Proxies and direct votes received Item 2 To adopt the Remuneration Report For Discretionary Against Abstain Proxy votes 1,112,040,486 6,559,819 14,815,171 12,731,647 Direct votes 26,643,026 - 1,981,420 195,247 Total 1,138,683,512 6,559,819 16,796,591 12,926,894 32 Brambles
Slide 33: Mark your voting card
Mark your voting card Item 2 To adopt the Remuneration Report 33 Brambles
Slide 34: Election of Christine Cross
Election of Christine Cross = Brambles
Slide 35: Elect Ms Christine Cross
Item 3 As an ordinary resolution That Ms Christine Cross be elected to the Board of Brambles 35 Brambles
Slide 36: Proxies and direct votes received
Proxies and direct votes received Item 3 To elect Ms Christine Cross to the Board of Brambles For Discretionary Against Abstain Proxy votes 1,135,599,674 6,550,912 877,993 3,169,483 Direct votes 27,749,106 - 707,116 356,019 Total 1,163,348,780 6,550,912 1,585,109 3,525,502 36 Brambles
Slide 37: Mark your voting card
Mark your voting card Item 3 To elect Ms Christine Cross to the Board of Brambles 37 Brambles
Slide 38: Election of Brian Long
Election of Brian Long 38 Brambles
Slide 39: Elect Mr Brian James Long
Item 4 As an ordinary resolution That Mr Brian James Long be elected to the Board of Brambles 39 Brambles
Slide 40: Proxies and direct votes received
Proxies and direct votes received Item 4 To elect Mr Brian James Long to the Board of Brambles For Discretionary Against Abstain Proxy votes 1,135,660,971 6,524,068 838,185 3,174,838 Direct votes 27,729,089 - 730,590 358,336 Total 1,163,390,060 6,524,068 1,568,775 3,533,174 40 Brambles
Slide 41: Mark your voting card
Mark your voting card Item 4 To elect Mr Brian James Long to the Board of Brambles 41 Brambles
Slide 42: Re-election of Tahira Hassan
Re-election of Tahira Hassan 42 Brambles
Slide 43: Re-elect Ms Tahira Hassan
Item 5 As an ordinary resolution That Ms Tahira Hassan be re-elected to the Board of Brambles 43 Brambles
Slide 44: Proxies and direct votes received
Proxies and direct votes received Item 5 To re-elect Ms Tahira Hassan to the Board of Brambles For Discretionary Against Abstain Proxy votes 1,135,860,690 6,516,187 671,423 3,149,762 Direct votes 27,817,053 - 678,055 328,888 Total 1,163,677,743 6,516,187 1,349,478 3,478,650 44 Brambles
Slide 45: Mark your voting card
Mark your voting card Item 5 To re-elect Ms Tahira Hassan to the Board of Brambles 45 Brambles
Slide 46: Re-election of Stephen Johns
Re-election of Stephen Johns 46 Brambles
Slide 47: Re-elect Mr Stephen Paul Johns
Item 6 As an ordinary resolution That Mr Stephen Paul Johns be re-elected to the Board of Brambles 47 Brambles
Slide 48: Proxies and direct votes received
Proxies and direct votes received Item 6 To re-elect Mr Stephen Paul Johns to the Board of Brambles For Discretionary Against Abstain Proxy votes 1,127,822,663 6,530,869 7,006,344 4,838,186 Direct votes 27,798,864 - 691,405 332,665 Total 1,155,621,527 6,530,869 7,697,749 5,170,851 48 Brambles
Slide 49: Mark your voting card
Mark your voting card Item 6 To re-elect Mr Stephen Paul Johns to the Board of Brambles 49 Brambles
Slide 50: Approve 2006 Performance Share Plan share issue
Item 7 As an ordinary resolution That the Brambles Limited 2006 Performance Share Plan and the issue of shares under the Performance Share Plan, be approved for all purposes, including for the purpose of Australian Securities Exchange Listing Rule 7.2, exception 9. 50 Brambles
Slide 51: Proxies and direct votes received
Proxies and direct votes received Item 7 Issue of shares under the Brambles Limited 2006 Performance Share Plan For Discretionary Against Abstain Proxy votes 1,114,950,214 6,455,205 14,374,710 10,366,994 Direct votes 26,455,935 - 2,169,160 197,620 Total 1,141,406,149 6,455,205 16,543,870 10,564,614
Slide 52: Mark your voting card
Mark your voting card Item 7 Issue of shares under the Brambles Limited 2006 Performance Share Plan 52 Brambles
Slide 53: Approve MyShare Plan share issue
Item 8 As an ordinary resolution That the Brambles Limited MyShare Plan and the issue of shares under the MyShare Plan, be approved for all purposes, including for the purpose of Australian Securities Exchange Listing Rule 7.2, exception 9. 53 Brambles
Slide 54: Proxies and direct votes received
Proxies and direct votes received Item 8 Issue of shares under the Brambles Limited MyShare Plan For Discretionary Against Abstain Proxy votes 1,124,091,938 6,519,458 12,212,457 3,323,270 Direct votes 26,586,380 - 2,056,999 180,690 Total 1,150,678,318 6,519,458 14,269,456 3,503,960 54 Brambles
Slide 55: Mark your voting card
Mark your voting card Item 8 Issue of shares under the Brambles Limited MyShare Plan 55 Brambles
Slide 56: Participation of Mr Gorman in Performance Share Plan
Item 9 As an ordinary resolution That the participation by Mr Thomas Joseph Gorman until 6 November 2017 in the Brambles Limited 2006 Performance Share Plan in the manner set out in the Explanatory Notes accompanying this Notice of Meeting, be approved for the purpose of Australian Securities Exchan
Slide 57: Proxies and direct votes received
Proxies and direct votes received Item 9 Participation of Executive Director in the Performance Share Plan For Discretionary Against Abstain Proxy votes 1,121,274,501 6,467,105 8,042,351 10,363,166 Direct votes 26,284,839 - 2,328,486 210,744 Total 1,147,559,340 6,467,105 10,370,837 10,573,910 57 Bra
Slide 58: Mark your voting card
Mark your voting card Item 9 Participation of Executive Director in the Performance Share Plan 58 Brambles
Slide 59: Participation of Mr Gorman in MyShare Plan
Item 10 As an ordinary resolution That the participation by Mr Thomas Joseph Gorman until 6 November 2017 in the Brambles Limited MyShare Plan in the manner set out in the Explanatory Notes accompanying this Notice of Meeting, be approved for the purpose of Australian Securities Exchange Listing Rul
Slide 60: Proxies and direct votes received
Proxies and direct votes received Item 10 Participation of Executive Director in the MyShare Plan For Discretionary Against Abstain Proxy votes 1,121,127,298 6,526,604 14,538,936 3,954,285 Direct votes 26,304,275 - 2,310,790 209,004 Total 1,147,431,573 6,526,604 16,849,726 4,163,289 60 Brambles
Slide 61: Mark your voting card
Mark your voting card Item 10 Participation of Executive Director in the MyShare Plan 61 Brambles
Slide 62: Annual General Meeting
e ® re /) Brambles ie z Annual General f one aN Meeting . one business one team ® é « 6 November 2014
Slide 63: Please deposit voting cards at exit
Please deposit voting cards at exit Brambles
Slide 64: The poll has now closed
The poll has now closed 64 Brambles
Slide 65: Annual General Meeting
e ® re /) Brambles ie z Annual General f one aN Meeting . one business one team ® é « 6 November 2014
Slide 66: Disclaimer
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