Brambles Limited · ASX:BXB
Brambles — Shareholder Meeting (December 2013)
26 slides from Brambles's shareholder meeting presentation, Dec 3, 2013
Slide 1: Scheme Meeting & General Meeting
Scheme Meeting & General Meeting 3 December 2013
Slide 2: Stephen Johns, Chairman
Brambles Stephen Johns Chairman
Slide 3: Today, we are holding two meetings
Scheme Meeting & General Meeting Today, we are holding two meetings • Scheme Meeting to approve the Scheme of Arrangement to demerge the Recall business as Recall Holdings Limited • General Meeting to consider two resolutions – Capital Reduction – Executive Benefits Resolution 3
Slide 4: A poll is being held on the resolutions at these meetings
Scheme Meeting & General Meeting A poll is being held on the resolutions at these meetings. If leaving early, place completed voting cards in the ballot boxes by the exit doors. 4
Slide 5: Scheme Meeting
Brambles Scheme Meeting
Slide 6: Brambles' Directors unanimously recommend shareholders approve the Demerger
Scheme Meeting & General Meeting Brambles’ Directors unanimously recommend shareholders approve the Demerger • Enables Brambles and Recall to focus on their core businesses • Enables focus on growth objectives and allocation of capital to respective businesses • Demerger best option to enhance share
Slide 7: Recall and Brambles after the Demerger
Scheme Meeting & General Meeting Recall and Brambles after the Demerger • Recall Holdings Limited will be listed on the ASX – Headquartered in Atlanta, Georgia in the USA – Corporate office in Sydney, Australia – Positioned for growth in a growing industry – Target an initial dividend pay-out ratio
Slide 8: Demerger process
Scheme Meeting & General Meeting Demerger process • Eligible Brambles shareholders will receive one Recall Holdings share for every five Brambles shares • Record date 16 December 2013 • Shareholders will have the same economic interest in the businesses operated by Brambles and Recall 8
Slide 9: How to ask a question
Scheme Meeting & General Meeting 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 9
Slide 10: Voting procedure
Scheme Meeting & General Meeting Voting procedure Discretionary proxy votes given to Chairman will be cast in favour of each item of business 10
Slide 11: Item 1: Scheme resolution
Scheme Meeting & General Meeting Item 1 Scheme resolution “That pursuant to, and in accordance with, section 411 of the Corporations Act 2001 (Cth), the scheme of arrangement proposed between Brambles and the holders of its ordinary shares as contained in and more precisely described in the Scheme B
Slide 12: Proxies received
Scheme Meeting & General Meeting Proxies received Resolution 1 To adopt the Scheme Resolution For Discretionary Against Abstain Total proxy votes 1,115,080,176 4,262,273 1,533,343 26,769,595 12
Slide 13: Mark your voting card
Scheme Meeting & General Meeting Mark your voting card For Against Abstain Resolution To adopt the Scheme Resolution 13
Slide 14: General Meeting
Brambles General Meeting
Slide 15: How to ask a question
Scheme Meeting & General Meeting How to ask a question • Go to a designated microphone • Show your pink voting card or red non-voting card • Give the attendant your name • Wait until you have been introduced to the Meeting 15
Slide 16: Voting procedure
Scheme Meeting & General Meeting Voting procedure Discretionary proxy votes given to Chairman will be cast in favour of each item of business 16
Slide 17: Item 1: Capital reduction resolution
Scheme Meeting & General Meeting Item 1 As an ordinary resolution “That, subject to and conditional on the scheme of arrangement set out in Annexure A of the Scheme Book of which the notice convening this meeting forms part (“Scheme”) becoming effective in accordance with section 411(10) of the Corp
Slide 18: Proxies received
Scheme Meeting & General Meeting Proxies received Resolution 1 To adopt the Capital Reduction Resolution For Discretionary Against Abstain Total proxy votes 1,113,571,279 4,692,035 1,138,539 5,587,530 18
Slide 19: Mark your voting card
Scheme Meeting & General Meeting Mark your voting card For Against Abstain Resolution To adopt the Capital Reduction Resolution 19
Slide 20: Item 2: Executive benefits resolution
Scheme Meeting & General Meeting Item 2 As an ordinary resolution “That, subject to and conditional on the scheme of arrangement set out in Annexure A of the Scheme Book becoming effective in accordance with section 411(10) of the Corporations Act 2001 (Cth) (“Corporations Act”), that approval be gi
Slide 21: Proxies received
Scheme Meeting & General Meeting Proxies received Resolution 2 To adopt the Executive Benefits Resolution For Discretionary Against Abstain Total proxy votes 626,887,807 4,865,271 397,928,996 95,013,654 21
Slide 22: Mark your voting card
Scheme Meeting & General Meeting Mark your voting card For Against Abstain Resolution 2 To adopt the Executive Benefits Resolution 22
Slide 23: Please deposit voting cards at exit
Scheme Meeting & General Meeting Please deposit voting cards at exit 23
Slide 24: The poll has now closed
Scheme Meeting & General Meeting The poll has now closed 24
Slide 25: Scheme Meeting & General Meeting
Scheme Meeting & General Meeting 3 December 2013
Slide 26: Disclosure statement
Scheme Meeting & General Meeting Disclosure statement The release, publication or distribution of this presentation in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this presentation is released, published or distributed should inform themselve