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Brambles Industries (BI.)

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Tuesday 29 November, 2005

Brambles Industries

On-market share buybacks

Brambles Industries PLC
29 November 2005



29 November 2005

            ANNOUNCEMENT OF ON-MARKET SHARE BUY-BACKS AND PURCHASES

We refer to today's announcement by Brambles of its intention to divest certain
businesses, unify the dual listed companies structure and conduct on-market
share buy-backs and purchases. Brambles may undertake the proposed on-market
share buy-backs and purchases in the following ways:

1. Brambles Industries plc ('BIP'), pursuant to the general authority granted at
the 2005 AGM, may make market purchases (within the meaning of Section 163(3) of
the UK Companies Act 1985) of ordinary shares in BIP at any time during the
ordinary course of trading on the London Stock Exchange ('LSE'). The maximum
total number of BIP ordinary shares which may be purchased by BIP is 72,439,640.
Details of the proposed market purchases are set out in Attachment 1.

2. BIP may have insufficient distributable reserves to carry out a substantial
buy-back programme. Accordingly, Brambles Industries Limited ('BIL') or one of
its subsidiaries may make market purchases of ordinary shares in BIP at any time
during the ordinary course of trading on the LSE. Market purchases of BIP shares
by BIL or its subsidiaries are currently intended to adhere to the parameters of
BIP purchasing its own shares, as detailed in Attachment 1. Further details
concerning these proposed market purchases are set out in Attachment 2.

3. BIL may also make offers to purchase ordinary shares in BIL at any time after
14 December 2005 during the ordinary course of trading on the Australian Stock
Exchange ('ASX'). Offers will be made in accordance with the ASX Listing Rules
and Section 257B of the Corporations Act 2001. Details of the proposed buy-back
are set out in Attachment 3.

The period during which on-market buy-backs and market purchases of BIL and BIP
shares may occur will cease on the date on which the dual listed companies are
unified under schemes of arrangement or as otherwise notified.

Details of the issued share capital of BIL, BIP and the Brambles Group and
relevant International Securities Identification Numbers are also detailed in
Attachment 1.

                Brambles is globally headquartered in Australia

For further information

Australia                                      +61 (0) 2 9256 5216
Investor                                       +61 (0) 414 239 188 (mobile)
John Hobson, Head of Investor Relations
Media                                          +61 (0) 2 9256 5255
Michael Sharp,                                 +61 (0) 439 470 145 (mobile)
Vice President, Corporate Affairs
UK                                             +44 (0) 20 7659 6012
Investor
Sue Scholes, Head of Investor Relations
Media                                          +44 (0) 20 7269 7291
Richard Mountain, Financial Dynamics

ATTACHMENT 1

Brambles Industries plc ('BIP'), pursuant to the general authority granted at
the 2005 AGM, may make market purchases (within the meaning of section 163(3) of
the UK Companies Act 1985) of its ordinary shares of five pence each ('BIP
Ordinary Shares'), provided that:

(a) the maximum total number of BIP Ordinary Shares which may be purchased is
72,439,640;

(b) the maximum price (excluding expenses) which may be paid for a BIP Ordinary
Share purchased is not more than the higher of:

(i) an amount equal to 105 per cent of the average of the middle market
quotations of a BIP Ordinary Share taken from the London Stock Exchange Daily
Official List for the five business days immediately before the day on which
each BIP Ordinary Share is purchased; and

(ii) that stipulated by Article 5 of Commission Regulation (EC) of 22 December
2003 (No. 2273/2003); and

(c) the minimum price (excluding expenses) which may be paid for a BIP Ordinary
Share is five pence.

As at the date of this announcement:

(A) the issued share capital of BIP is 725,524,716;

(B) the issued share capital of Brambles Industries Limited ('BIL') is
971,472,067; and

(C) the combined issued share capital of Brambles is 1,696,996,783.

The International Securities Identification Number (ISIN) for:

(i) BIL is AU000000BIL1; and

(ii) BIP is GB0030616733.

ATTACHMENT 2

On each day that Brambles Industries Limited ('BIL') purchases BIP Ordinary
Shares, Brambles will advise LSE and ASX no later than 30 minutes before the
commencement of trading on the next business day of the relevant exchange of:

(a) the number of BIP Ordinary Shares purchased (in total before the previous
day and on the previous day);

(b) the highest and lowest price paid per BIP Ordinary Share (on the previous
day); and

(c) the total consideration paid for all BIP Ordinary Shares (in total before
the previous day and on the previous day).

BIP Ordinary Shares purchased by BIL (or a subsidiary of BIL) will not be
cancelled by BIP however no voting rights attaching to any BIP Ordinary Shares
purchased by BIL (or a subsidiary of BIL) will be exercised on any resolution
put to any shareholders meeting of BIP.

ATTACHMENT 3
                                                                       Rule 3.8A

Appendix 3C


                            Announcement of buy-back
                       (except minimum holding buy-back)

Information and documents given to ASX become ASX's property and may be made
public.
Introduced 1/9/99. Origin: Appendix 7B. Amended 13/3/2000, 30/9/2001.

Name of entity                                        ABN
---------------------------------                     -----------
BRAMBLES INDUSTRIES LIMITED                           22 000 129 868
---------------------------------                     -----------

We (the entity) give ASX the following information.



Information about buy-back

1   Type of buy-back                                 On-market
                                                     ---------------------------
                                                     ---------------------------
2   +Class of shares which is the subject of the     Ordinary
    buy-back (eg, ordinary/preference)               ---------------------------
                                                     ---------------------------
3   Voting rights (eg, one for one)                  One for one
                                                     ---------------------------
                                                     ---------------------------
4   Fully paid/partly paid (and if partly paid,      Fully paid
    details of how much has been paid and how much   ---------------------------
    is outstanding)
                                                     ---------------------------
5   Number of shares in the +class on issue          971,472,067
                                                     ---------------------------
                                                     ---------------------------
6   Whether shareholder approval is required for     No
    buy-back                                         ---------------------------
                                                     ---------------------------
7   Reason for buy-back                              To maintain an efficient
                                                     capital structure
                                                     ---------------------------
8   Any other information material to a              Refer to ASX Announcement
    shareholder's decision whether to accept the     dated 29 November 2005
    offer (eg, details of any proposed takeover bid) ---------------------------


On-market buy-back

 9   Name of broker who will act on the               UBS AG
     company's behalf                                ---------------------------
                                                     ---------------------------
10   Deleted 30/9/2001.
                                                     ---------------------------
                                                     ---------------------------
11   If the company intends to buy back a N/A
     maximum number of shares - that
     number
     Note: This requires a figure to be
     included, not a percentage.                     ---------------------------
                                                     ---------------------------
12   If the company intends to buy back   The Company intends to buy back shares
     shares within a period of time -     during the period commencing on 14
     that period of time; if the company  December 2005 until the date on which
     intends that the buy-back be of      the dual listed companies structure is
     unlimited duration - that            unified under schemes of
     intention                            arrangement.
                                                     ---------------------------
                                                     ---------------------------
13   If the company intends to buy back              N/A
     shares if conditions are met - those            ---------------------------
     conditions



Employee share scheme buy-back

14   Number of shares proposed to be bought back    N/A
                                                    ---------------------------
                                                   ----------------------------
15   Price to be offered for shares                 N/A
                                                    ---------------------------



Selective buy-back

16   Name of person or description of class of     N/A
     person whose shares are proposed to be bought -----------------------------
     back
                                                   -----------------------------
17   Number of shares proposed to be bought back   N/A
                                                   -----------------------------
                                                   -----------------------------
18   Price to be offered for shares                N/A
                                                   -----------------------------


Equal access scheme

19   Percentage of shares proposed to be bought    N/A
     back                                          -----------------------------
                                                   -----------------------------
20   Total number of shares proposed to be bought  N/A
     back if all offers are accepted               -----------------------------
                                                   -----------------------------
21   Price to be offered for shares                N/A
                                                   -----------------------------
                                                   -----------------------------
22   +Record date for participation in offer       N/A
     Cross reference: Appendix 7A, clause 9.
                                                   -----------------------------


Compliance statement

1. The company is in compliance with all Corporations Act requirements relevant
to this buy-back.

2. There is no information that the listing rules require to be disclosed that
has not already been disclosed, or is not contained in, or attached to, this
form.

Sign here: ..................Date: 29 November 2005
          (Company Secretary)

Print name: C A van der Laan de Vries
                                 == == == == ==




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