7 May 2020

ASX Announcement

QUBE DESPATCHES RETAIL ENTITLEMENT OFFER BOOKLET

Qube Holdings Limited ("Qube") confirms that the retail entitlement offer booklet ("Retail Offer Booklet") and personalised entilement and acceptance form in connection with the fully underwritten 1 for 6.35 pro rata accelerated non-renounceable entitlement offer ("Entitlement Offer"), as announced to ASX on 30 April 2020, will be despatched to Eligible Retail Shareholders today. A letter to Ineligible Retail Shareholders notifying them of the Entitlement Offer and their ineligibility to participate will also be despatched today. A copy of the Retail Offer Booklet and the letter to Ineligible Retail Shareholders is attached. A copy of the Retail Offer Booklet (and the personalised entitlement and acceptance form) is also accessible to Eligible Retail Shareholders at www.qubeoffer.com.au. Retail Entitlement Offer The retail component of the Entitlement Offer ("Retail Entitlement Offer") opens today, Thursday, 7 May 2020, and is expected to close at 5.00pm (Sydney time) on Thursday, 21 May 2020. Application monies must be received prior to this time, in accordance with the Retail Offer Booklet and the personalised entitlement and acceptance form. Shareholder Enquiries Eligible Retail Shareholders are encouraged to carefully read the Retail Offer Booklet for further details relating to the Retail Entitlement Offer. Shareholders with questions in relation to the Retail Entitlement Offer may contact the Qube Entitlement Offer Information Line on 1300 855 080 (local call cost within Australia) or +61 3 9415 4000 (from outside Australia) from 9.00am to 5.00pm (Sydney time), Monday to Friday during the Retail Entitlement Offer period.

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Authorised for release by: The Board of Directors, Qube Holdings Limited Further enquiries: Media: Analysts/Investors: Paul White Paul Lewis Director, Corporate Affairs Chief Financial Officer paul.white@qube.com.au paul.lewis@qube.com.au +61 417 224 920 +61 2 9080 1903 IMPORTANT NOTICES This announcement does not constitute investment or financial product advice (nor tax, accounting or legal advice) nor any recommendation to acquire new shares. Information in this announcement is not intended to be relied upon as advice to investors or potential investors and has been prepared without taking account of any person’s individual investment objectives, financial situation or particular needs. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek appropriate advice, including financial, legal, accounting and taxation advice appropriate to their jurisdiction. NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES This announcement may not be released to US wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or in any other jurisdiction in which such an offer would be illegal. Any securities described in this announcement have not been, nor will be, registered under the US Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States. Accordingly, the securities may not be offered or sold in the United States or to persons that are acting for the account or benefit of persons in the United States, unless the securities have been registered under the US Securities Act or are offered or sold pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and any other applicable securities laws or any state or other jurisdiction of the United States.

QUBE HOLDINGS LIMITEDACN 149 723 053

RETAIL ENTITLEMENT OFFER1 for 6.35 accelerated non-renounceable pro rata entitlement offer of Qube ordinary shares at A$1.95 per New Share

THE ENTITLEMENT OFFER IS FULLY UNDERWRITTENRetail Entitlement Offer closes: 5.00pm (Sydney time) on Thursday, 21 May 2020

If you are an Eligible Retail Shareholder, this is an important document that requires your immediate attention. This document and the accompanying personalised Entitlement and Acceptance Form should be read in their entirety. This document is not a prospectus under the Corporations Act 2001 (Cth) and has not been lodged with the Australian Securities and Investments Commission. You should consult your stockbroker, solicitor, accountant or other professional adviser if you have any questions.

NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES

IMpORTANT NOTIcES (cONT.)IMpORTANT NOTIcES

This Information Booklet is dated Thursday, 7 May 2020. Capitalised terms in this section have the meaning given to them in this Information Booklet. This Information Booklet has been issued by Qube Holdings Limited (ACN 149 723 053).

The Retail Entitlement Offer is made in accordance with section 708AA of the Corporations Act (as notionally modified by ASIC Corporations (Non‑Traditional Rights Issues) Instrument 2016/84 and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73). This Information Booklet does not contain all of the information which an investor may require to make an informed investment decision, nor does it contain all the information which would be required to be disclosed in a prospectus. The information in this Information Booklet does not constitute financial product advice and does not take into account your investment objectives, financial situation or particular needs.

This Information Booklet should be read in its entirety before you decide to participate in the Retail Entitlement Offer. This Information Booklet is not a prospectus or other disclosure document under the Corporations Act and has not been lodged with ASIC.

By paying for your New Shares through Bpay®1 or if you are unable to pay using Bpay®, by direct transfer in accordance with the instructions online at www.qubeoffer.com.au, you acknowledge that you have read this Information Booklet and you have acted in accordance with and agree to the terms of the Retail Entitlement Offer detailed in this Information Booklet.

No overseas offeringThis Information Booklet and the accompanying Entitlement and Acceptance Form do not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. In particular, this Information Booklet does not constitute an offer to Ineligible Retail Shareholders and may not be distributed in the United States and the New Shares may not be offered or sold, directly or indirectly, to persons in the United States.

This Information Booklet is not to be distributed in, and no offer of New Shares is to be made, in countries other than Australia and New Zealand unless Qube, in its discretion, is satisfied that the Retail Entitlement Offer may be made in compliance with all applicable laws.

No action has been taken to register or qualify the Retail Entitlement Offer, the Entitlements or the New Shares, or otherwise permit the public offering of the New Shares, in any jurisdiction other than Australia and New Zealand.

The distribution of this Information Booklet (including an electronic copy) outside Australia and New Zealand, is restricted by law. If you come into possession of the information in this booklet, you should observe such restrictions and should seek your own advice on such

1 ® registered to Bpay Pty Ltd ABN 69 079 137 518.

restrictions. Any non‑compliance with these restrictions may contravene applicable securities laws.

Foreign exchange control restrictions or restrictions on remitting funds from your country to Australia may apply. Your Application for New Shares is subject to all requisite authorities and clearances being obtained for Qube to lawfully receive your Application Monies.

New ZealandThe New Shares are not being offered to the public within New Zealand other than to existing shareholders of Qube with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016.

This document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

United States disclaimerNone of the information in this Information Booklet or the Entitlement and Acceptance Form that will accompany this Information Booklet when it is despatched to Eligible Retail Shareholders (as set out in the ‘Key dates’ section of this Information Booklet) constitutes an offer to sell, or the solicitation of an offer to buy, any securities in the United States. Neither this booklet (or any part of it), the accompanying ASX announcements nor the Entitlement and Acceptance Form, may be released or distributed directly or indirectly, to persons in the United States.

The New Shares have not been, and will not be, registered under the US Securities Act, as amended or the securities laws of any state or other jurisdiction of the United States. The Entitlements may not be taken up by persons in the United States or by persons (including nominees or custodians) who are acting for the account or benefit of a person in the United States, and the New Shares may not be offered, sold or resold in the United States or to, or for the account or benefit of, a person in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and any other applicable securities laws of any state or other jurisdiction in the United States.

The distribution of this Information Booklet in other jurisdictions outside Australia may also be restricted by law and any such restrictions should be observed. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

Definitions, currency and timeDefined terms used in this Information Booklet are contained in section 7. All references to time are to the time in Sydney (Australia), unless otherwise indicated.

Foreign exchangeAll references to ‘A$’ are AUD unless otherwise noted.

TaxationThere will be tax implications associated with participating in the Retail Entitlement Offer and receiving New Shares. Section 6 of this Information Booklet provides for a general guide to the Australian income tax, goods and services tax and stamp duty implications of the Retail Entitlement Offer for Eligible Retail Shareholders. The guide does not take account of the individual circumstances of particular Eligible Retail Shareholders and does not constitute tax advice. Qube recommends that you consult your professional tax adviser in connection with the Retail Entitlement Offer.

privacyQube collects information about each Applicant provided on an Entitlement and Acceptance Form for the purposes of processing the Application and, if the Application is successful, to administer the Applicant’s shareholding in Qube.

By paying for your New Shares, you will be providing personal information to Qube (directly or through the Share Registry). Qube collects, holds and will use that information to assess your Application. Qube collects your personal information to process and administer your shareholding in Qube and to provide related services to you. Qube may disclose your personal information for purposes related to your shareholding in Qube, including to the Share Registry, Qube’s related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory bodies. You can obtain access to personal information that Qube holds about you. To make a request for access to your personal information held by (or on behalf of) Qube, please contact Qube through the Share Registry.

Governing lawThis Information Booklet, the Retail Entitlement Offer and the contracts formed on acceptance of the Applications are governed by the law of New South Wales, Australia. Each Applicant submits to the exclusive jurisdiction of the courts of New South Wales, Australia.

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IMpORTANT NOTIcES (cONT.)

No representationsNo person is authorised to give any information or to make any representation in connection with the Retail Entitlement Offer which is not contained in this Information Booklet. Any information or representation in connection with the Retail Entitlement Offer not contained in the Information Booklet may not be relied upon as having been authorised by Qube or any of its officers. Except as required by law, and only to the extent so required, none of Qube, its related bodies corporate or any of their respective directors, officers, employees, agents, advisers or representatives, or any other person, warrants or guarantees the future performance of Qube or any return on any investment made pursuant to this Information Booklet.

past performanceInvestors should note that Qube’s past performance, including past share price performance, cannot be relied upon as an indicator of (and provides no guidance as to) Qube’s future performance including Qube’s future financial position or share price performance.

Future performance and forward looking statementsThis Information Booklet contains certain forward‑looking statements with respect to the financial condition, results of operations, projects and business of Qube and certain plans and objectives of the management of Qube.

This Information Booklet contains certain forward‑looking statements. Forward‑looking statements can generally be identified by the use of forward‑looking words such as “may”, “should”, “will”, “expect”, “intend”, “plan”, “potential”, “estimate”, “anticipate”, “believe”, “continue”, “objectives”, “outlook”, “guidance”, “project”, “forecast”, “likely”, “could”, “target” or other similar words or expressions, and include statements in this Information Booklet regarding certain plans, strategies and objectives of management of Qube and indications of, and guidance or outlook on, expected financial performance or position, future earnings, distributions, the conduct and outcome of the Entitlement Offer and the use of proceeds. These forward‑looking statements contained in this Information Booklet involve known and unknown risks, uncertainties and other factors which are subject to change without notice, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct.

Forward‑looking statements are provided as a general guide only and there can be no assurance that actual outcomes will not differ materially from these statements. Neither Qube, nor any other person, gives any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward‑looking statement will actually occur. In particular, such forward‑looking statements are subject to significant uncertainties and contingencies, many of which are outside the control of Qube. A number of important factors could cause actual results or performance to differ materially from the forward looking statements, including (without limitation) the risks and uncertainties associated with the ongoing impacts of COVID‑19 and global economic environment and capital market conditions and other risk factors set out in the “Key Risks” section in Appendix A of the Investor Presentation in section 4 of this Information Booklet.

You are strongly cautioned not to place undue reliance on forward‑looking statements, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the outbreak of COVID‑19.

Investors should consider the forward looking statements contained in this Information Booklet in light of those disclosures. Except as required by law or regulation (including the Listing Rules), Qube undertakes no obligation to provide any additional or updated information whether as a result of new information, future events or results or otherwise.

Neither Qube, nor any other person, gives any representation, warranty, assurance nor will guarantee that the occurrence of the events expressed or implied in any forward‑looking statement actually occur. Qube disclaims any responsibility for the accuracy or completeness of any forward‑looking statements whether as a result of new information, future events or results or otherwise.

RisksAn investment in New Shares is subject to investment and other known and unknown risks, some of which are beyond the control of Qube. Qube does not guarantee any particular rate of return or the performance of Qube, nor does it guarantee any particular tax treatment.

Shareholders should refer to the “Key Risks” section in Appendix A of the Investor Presentation in section 4 of this Information Booklet for a summary of general and specific risk factors that may affect Qube.

Trading New SharesQube will have no responsibility and disclaims all liability (to the maximum extent permitted by law) to persons who trade New Shares they believe will be issued to them before they receive their holding statements, whether on the basis of confirmation of the allocation provided by Qube or the Share Registry or otherwise, or who otherwise trade or purport to trade New Shares in error or which they do not hold or are not entitled to.

If you are in any doubt, as to these matters you should first consult with your stockbroker, solicitor, accountant or other professional adviser.

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7 May 2020

Dear Shareholder

As a valued shareholder of Qube Holdings Limited (Qube), I am pleased to offer you the opportunity to participate in Qube’s recently announced fully underwritten 1 for 6.35 accelerated non‑renounceable pro rata entitlement offer of new Qube ordinary shares (New Shares) at an offer price of A$1.95 (Offer Price) per New Share to raise approximately A$500 million (Entitlement Offer).

ENTITLEMENT OFFER AND USE OF pROcEEDSOn Thursday, 30 April 2020, Qube announced its intention to raise approximately A$500 million through a fully underwritten accelerated non‑renounceable pro rata entitlement offer.

The Entitlement Offer is fully underwritten and proceeds will be used to provide additional balance sheet flexibility to continue to pursue growth opportunities.

The institutional component of the Entitlement Offer (Institutional Entitlement Offer) was successfully completed on Thursday, 30 April 2020 and trading in Qube’s shares recommenced on Monday, 4 May 2020. The Institutional Entitlement Offer raised approximately A$264 million.

Attached to this letter is the information booklet (Information Booklet) relating to the retail component of the Entitlement Offer (Retail Entitlement Offer). The Retail Entitlement Offer is expected to raise approximately A$236 million.

RETAIL ENTITLEMENT OFFERUnder the Retail Entitlement Offer, Eligible Retail Shareholders have the opportunity to invest at the same price as the Eligible Institutional Shareholders who participated in the Institutional Entitlement Offer. The number of New Shares for which you are entitled to subscribe under the Retail Entitlement Offer (Entitlement) is set out in your personalised Entitlement and Acceptance Form that will accompany this Information Booklet when it is despatched to Eligible Retail Shareholders on 7 May 2020.

The Offer Price of A$1.95 per New Share represents a 10.3% discount to Theoretical Ex‑Rights Price (TERP)2 and an 11.8% discount to the closing price of Qube of A$2.21 per share on Friday, 24 April 2020.

2 The Theoretical Ex‑Rights Price (TERP) is calculated by reference to Qube’s closing price of A$2.21 per share on Friday, 24 April 2020, being the last trading day prior to the announcement of the Entitlement Offer. TERP is a theoretical calculation only and the actual price at which Qube’s shares trade immediately after the ex‑date of the Entitlement Offer will depend on many factors and may not approximate TERP.

If you take up your full Entitlement, you may also apply for additional New Shares up to a maximum of 100% in excess of your Entitlement, at the Offer Price (Top Up Facility). The allocation of additional New Shares will be subject to the availability of New Shares under the Retail Entitlement Offer. Qube retains the flexibility to scale back applications for additional New Shares at its discretion (refer to section 5 of this Information Booklet for more information).

The Entitlement Offer is non‑renounceable and therefore your Entitlement will not be tradeable on the ASX, cannot be sold and is not otherwise transferable.

OTHER INFORMATIONThis Information Booklet contains important information, including:

• ASX announcements relating to the Entitlement Offer, including the Investor Presentation released to the ASX on Thursday, 30 April 2020, which provide information on Qube, the Entitlement Offer and key risks for you to consider;

• instructions on how to participate in the Retail Entitlement Offer if you choose to do so, and a timetable of key dates;

• information regarding the personalised Entitlement and Acceptance Form that will accompany this Information Booklet when it is despatched to Eligible Retail Shareholders, which will detail your Entitlement; and

• instructions on how to take up all or part of your Entitlement via Bpay® or, if you are unable to pay by Bpay®, by direct transfer..

You should carefully read this Information Booklet in its entirety and consult your stockbroker, accountant or other professional financial adviser before making your investment decision. You should read and consider the “Key Risks” section in Appendix A of the Investor Presentation included in section 4 of this Information Booklet, which contains a summary of some of the key risks associated with an investment in Qube. If you are uncertain about taking up your Entitlement you should consult your stockbroker, solicitor, accountant or other professional adviser to evaluate whether or not to participate in the Retail Entitlement Offer.

If you have any questions on the Entitlement Offer you can call the Qube Entitlement Offer Information Line on 1300 855 080 (within Australia) or +61 3 9415 4000 (outside Australia) from 9.00am to 5.00pm (Sydney time) Monday to Friday, or visit our website at http://www.qubeoffer.com.au.

cHAIRMAN’S LETTER

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cHAIRMAN’S LETTER (cONT.)

THE RETAIL ENTITLEMENT OFFER cLOSES AT 5.00pM (SYDNEY TIME) ON THURSDAY, 21 MAY 2020If you do not wish to take up any of your Entitlement, you do not have to take any action.

If you decide to take this opportunity to increase your investment in Qube please ensure that, before 5.00pm (Sydney time) on Thursday, 21 May 2020, you have paid your Application Monies, via Bpay® pursuant to the instructions that are set out in the personalised Entitlement and Acceptance Form that will accompany this Information Booklet, or if you are unable to pay using Bpay®, your Application Monies are sent by direct transfer in accordance with the instructions online at www.qubeoffer.com.au, and received in cleared funds by the Share Registry by the closing date of Thursday, 21 May 2020.

On behalf of the board of Qube, I have pleasure in inviting you to consider this investment opportunity and thank you for your ongoing support of Qube.

Yours sincerely

Allan Davies Chairman

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Entitlement Offer

Ratio 1 New Share for every 6.35 Existing Shares

Offer Price A$1.95 per New Share

Size Approximately 256 million New Shares

Gross proceeds A$500 million, comprising approximately A$264 million under the Institutional Entitlement Offer and approximately A$236 million under the Retail Entitlement Offer

KEY DATES

Activity Date

Announcement of the Entitlement Offer Thursday, 30 April 2020

Record Date (7.00pm Sydney time) Monday, 4 May 2020

Information Booklet lodged with the ASX Thursday, 7 May 2020

Information Booklet and Entitlement and Acceptance Form despatch complete Thursday, 7 May 2020

Retail Entitlement Offer opens Thursday, 7 May 2020

Allotment of New Shares under the Institutional Entitlement Offer Tuesday, 12 May 2020

New Shares issued under the Institutional Entitlement Offer commence trading Tuesday, 12 May 2020

Retail Entitlement Offer closes (5.00pm Sydney time) Thursday, 21 May 2020

Results of Retail Entitlement Offer announced Tuesday, 26 May 2020

Allotment of New Shares issued under the Retail Entitlement Offer Thursday, 28 May 2020

New Shares issued under the Retail Entitlement Offer commence trading Friday, 29 May 2020

Despatch of holding statements for New Shares issued under the Retail Entitlement Offer Monday, 1 June 2020

The Timetable above (and each reference to or to dates in this Information Booklet) is indicative only and may change. Qube reserves the right to amend any or all of these dates and times without notice, subject to the Corporations Act, the Listing Rules and other applicable laws. In particular, Qube reserves the right to extend the closing date for the Retail Entitlement Offer, to accept late applications under the Retail Entitlement Offer (either generally or in particular cases) and to withdraw the Retail Entitlement Offer without prior notice. Any extension of the closing date will have a consequential effect on the allotment date of New Shares. The commencement of quotation of the New Shares is subject to confirmation from ASX.

Qube also reserves the right not to proceed with the Entitlement Offer in whole or in part at any time prior to allotment and issue of the New Shares. In that event, the relevant Application Monies (without interest) will be returned in full to Applicants. Cooling off rights do not apply to an investment in New Shares. You cannot withdraw your application. Eligible Retail Shareholders wishing to participate in the Retail Entitlement Offer are encouraged to make payment as soon as possible after the Retail Entitlement Offer opens.

ENQUIRIESIf you have any doubt about whether you should participate in the Entitlement Offer, you should seek professional financial advice from your stockbroker, solicitor, accountant or other professional adviser before making any investment decision. For further information on the Entitlement Offer, if you have questions on the Entitlement Offer, you can call the Qube Entitlement Offer Information Line on 1300 855 080 (within Australia) or +61 3 9415 4000 (outside Australia) from 9.00am to 5.00pm (Sydney time) Monday to Friday.

SUMMARY OF THE ENTITLEMENT OFFER

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TABLE OF cONTENTS

Important Notices 2

Chairman’s letter 4

Summary of the Entitlement Offer 6

Key dates 6

Enquiries 6

1 Summary of options available to you 8

2 Overview of the Entitlement Offer 9

2.1 Overview 9

3 How to apply 10

3.1 Retail Entitlement Offer 10

3.2 Your Entitlement 10

3.3 Options available to you 10

3.4 Taking up all of your Entitlement or taking up all of your Entitlement and participating in the Top Up Facility 10

3.5 Taking up part of your Entitlement and allowing the balance to lapse 11

3.6 Allowing your Entitlement to lapse 11

3.7 Consequences of not accepting all or part of your Entitlement 11

3.8 Payment 11

3.9 Payment by Bpay® 11

3.10 If you are unable to pay by Bpay® 11

3.11 Entitlement and Acceptance Form is binding 12

3.12 Brokerage and stamp duty 13

3.13 Notice to nominees and custodians 13

3.14 Withdrawal of the Entitlement Offer 13

3.15 Risks 13

3.16 Further Enquiries 13

4 ASX announcements and investor presentation 14

5 Additional information 61

5.1 Date of this Information Booklet 61

5.2 Eligibility of Retail Shareholders 61

5.3 Ranking of New Shares 61

5.4 Allotment, trading and quotation 61

5.5 Reconciliation 61

5.6 Underwriting 62

5.7 Continuous Disclosure 62

5.8 No cooling off rights 62

5.9 Rounding of Entitlements 62

5.10 Not investment advice 62

5.11 Governing law 63

5.12 Withdrawal of the Entitlement Offer 63

5.13 Privacy 63

5.14 Ineligible Shareholders 63

6 Australian taxation consequences 64

6.1 Issue of Entitlement 64

6.2 Exercise of Entitlement and applying for additional New Shares 64

6.3 Lapse of Entitlement 64

6.4 Taxation in respect of dividends on New Shares 64

6.5 New Shares and additional New Shares held at risk 65

6.6 Disposal of New Shares or additional New Shares 65

6.7 GST 65

6.8 Stamp duty 65

7 Definitions 66

8 Corporate information 67

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1 SUMMARY OF OpTIONS AVAILABLE TO YOU

If you are an Eligible Retail Shareholder,3 you may take one of the following actions:

• take up all of your Entitlement and if you do so, you may also apply for additional New Shares under the Top Up Facility;

• take up part of your Entitlement and allow the balance to lapse, in which case you will receive no value for the lapsed part of your Entitlement; or

• do nothing, in which case your Entitlement will lapse and you will receive no value for the lapsed Entitlement.

If you are a retail Shareholder that is not an Eligible Retail Shareholder, you are an “Ineligible Retail Shareholder”. Ineligible Retail Shareholders are not entitled to participate in the Entitlement Offer.

Options available to you Key considerations

1. Option One: Take up all of your Entitlement

• You may elect to purchase New Shares at the Offer Price (see section 3 “How to apply” for instructions on how to take up your Entitlement). The Retail Entitlement Offer closes at 5.00pm (Sydney time) on Thursday, 21 May 2020.

• The New Shares will rank equally in all respects with Existing Shares (including rights to dividends and distributions).

• If you take up all of your Entitlement, you may also apply for additional New Shares under the Top Up Facility. Details of the Top Up Facility are included in section 3.4 of this Information Booklet. There is no guarantee that you will be allocated any additional New Shares under the Top Up Facility.

2. Option Two: Take up part of your Entitlement

• If you only take up part of your Entitlement, the part not taken up will lapse. You will not be entitled to apply for additional New Shares under the Top Up Facility and the New Shares not subscribed for may be acquired by Eligible Retail Shareholders under the Top Up Facility or by the Underwriters or sub‑underwriters.

• If you do not take up your Entitlement in full the balance not taken up will lapse and you will not receive any payment or value for that part of your Entitlement not taken up.

• If you do not take up your Entitlement in full, you will have your percentage holding in Qube reduced as a result of dilution by the shares issued under the Entitlement Offer.

3. Option Three: Do nothing, in which case your Entitlement will lapse, and you will receive no value for your lapsed Entitlement

• If you do not take up your Entitlement, you will not be allocated any New Shares and your Entitlement will lapse. Your Entitlement to participate in the Retail Entitlement Offer is non‑renounceable, which means it is non‑transferrable and cannot be sold, traded on ASX or any other exchange, nor can it be privately transferred.

• If you do not take up your Entitlement you will not receive any payment or value for your Entitlement not taken up.

• If you do not take up your Entitlement, you will have your percentage holding in Qube reduced as a result of dilution by the shares issued under the Entitlement Offer.

3 See section 5.2 of this Information Booklet for information on eligibility conditions.

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2 OVERVIEW OF THE ENTITLEMENT OFFER

2.1 OVERVIEWQube intends to raise approximately A$500 million under the Entitlement Offer via an offer of approximately 256 million New Shares at an Offer Price of A$1.95 per New Share. Qube will use the proceeds of the Entitlement Offer to strengthen Qube’s balance sheet and provide additional flexibility to continue to pursue growth opportunities.

The Entitlement Offer has two components:

(a) the Institutional Entitlement Offer – Eligible Institutional Shareholders were given the opportunity to take up all or part of their Entitlement, and a bookbuild process to sell Entitlements not taken up by Eligible Institutional Shareholders as well as Entitlements of Ineligible Institutional Shareholders at the Offer Price was carried out, to raise approximately A$264 million; and

(b) the Retail Entitlement Offer (to which this Information Booklet relates) – Eligible Retail Shareholders will be given the opportunity to take up all or part of their Entitlement to raise approximately $A236 million. Eligible Retail Shareholders who take up their full Entitlement may also participate in the Top Up Facility by applying for additional New Shares in excess of their Entitlement at the Offer Price, up to a maximum of 100% in excess of their Entitlement.

Both the Institutional Entitlement Offer and the Retail Entitlement Offer are non‑renounceable. Accordingly, Entitlements do not trade on the ASX nor can they be sold, transferred or otherwise disposed of. New Shares issued under the Retail Entitlement Offer are to be issued at the same price as New Shares issued under the Institutional Entitlement Offer. In addition, Shareholders’ Entitlements under the Institutional Entitlement Offer and the Retail Entitlement Offer are calculated based on the same ratio.

The Entitlement Offer is fully underwritten by the Underwriters in accordance with the terms of the Underwriting Agreement (as summarised in section 5.6 of this Information Booklet).

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3.1 RETAIL ENTITLEMENT OFFERThe Retail Entitlement Offer constitutes an offer to Eligible Retail Shareholders, who are invited to apply for 1 New Share for every 6.35 Existing Shares held on the Record Date of 7.00pm on Monday, 4 May 2020. The Offer Price of A$1.95 per New Share represents a discount of 10.3% to TERP4 and an 11.8% discount to the closing price of Qube of A$2.21 per share on Friday, 24 April 2020, being the last trading day prior to the announcement of the Entitlement Offer.

The Entitlement Offer is non‑renounceable. Accordingly, Entitlements do not trade on the ASX, nor can they be sold, transferred or otherwise disposed of.

The Retail Entitlement Offer opens on Thursday, 7 May 2020. The Information Booklet will be despatched on Thursday, 7 May 2020, along with a personalised Entitlement and Acceptance Form, to Eligible Retail Shareholders. The Retail Entitlement Offer is expected to close at 5.00pm (Sydney time) on Thursday 21 May 2020.

The Retail Entitlement Offer is being made pursuant to section 708AA of the Corporations Act (as modified by ASIC Corporations (Non‑Traditional Rights Issues) Instrument 2016/84 and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73) which allows rights issues to be offered without a prospectus, provided certain conditions are satisfied.

As a result, the Retail Entitlement Offer is not being made under a prospectus and it is important for Eligible Retail Shareholders to read and understand the information on Qube and the Retail Entitlement Offer made publicly available by Qube, prior to taking up all or part of their Entitlement. In particular, please refer to the materials enclosed in section 4 of this Information Booklet, Qube’s interim and annual reports, other announcements made available at www.qube.com.au/investor or www.asx.com.au (including Qube’s half year report for the six months ended 31 December 2019 released to ASX on 25 February 2020 and the annual report for the year ended 30 June 2019 released to ASX on 22 August 2019) and all other parts of this Information Booklet carefully before making any decisions in relation to your Entitlement.

3.2 YOUR ENTITLEMENTAn Entitlement and Acceptance Form setting out your Entitlement (calculated as 1 New Share for every 6.35 Existing Shares held on the Record Date with fractional entitlements rounded up to the nearest whole number of New Shares) will accompany this Information Booklet when it is despatched to Eligible Retail Shareholders. Eligible Retail Shareholders may subscribe for all or part of their Entitlement. If you have more than one registered holding of Shares, you will be sent more than one personalised Entitlement and Acceptance Form and you will have a separate Entitlement for each separate holding. A copy of your personalised Entitlement and Acceptance Form is also available at: www.qubeoffer.com.au.

3.3 OpTIONS AVAILABLE TO YOUThe number of New Shares to which Eligible Retail Shareholders are entitled is shown on the Entitlement and

4 The Theoretical Ex‑Rights Price (TERP) is calculated by reference to Qube’s closing price of A$2.21 per share on Friday, 24 April 2020, being the last trading day prior to the announcement of the Entitlement Offer. TERP is a theoretical calculation only and the actual price at which Qube’s shares trade immediately after the ex‑date of the Entitlement Offer will depend on many factors and may not approximate TERP.

Acceptance Form that will accompany this Information Booklet when it is despatched to you. Eligible Retail Shareholders may:

(a) take up their Entitlement in full by the Closing Date and, if they do so, they may apply for additional New Shares under the Top Up Facility (refer to section 3.4);

(b) take up part of their Entitlement by the Closing Date, in which case the balance of the Entitlement would lapse (refer to section to 3.5); or

(c) do nothing and allow their Entitlement to lapse (refer to section 3.6).

Ineligible Retail Shareholders may not take up any of their Entitlements.

Qube reserves the right to reject any payment that is received after the Closing Date.

The Closing Date for acceptance of the Retail Entitlement Offer is 5.00pm (Sydney time) on Thursday, 21 May 2020 (however, that date may be varied by Qube, in accordance with the Listing Rules, applicable laws and the Underwriting Agreement).

3.4 TAKING Up ALL OF YOUR ENTITLEMENT OR TAKING Up ALL OF YOUR ENTITLEMENT AND pARTIcIpATING IN THE TOp Up FAcILITYIf you wish to take up all of your Entitlement, payment must be made via Bpay® or, if you are unable to pay using Bpay® by following the instructions that are available online at www.qubeoffer.com.au. Eligible Retail Shareholders based in New Zealand who do not have an Australian bank account will be able to pay by direct transfer.

Payment must be received by no later than 5.00pm (Sydney time) on Thursday, 21 May 2020. If you apply to take up all of your Entitlement, you may also apply for additional New Shares under the Top Up Facility. Amounts received by Qube in excess of the Offer Price, up to a maximum of 100% in excess of your Entitlement, may be treated as an Application to apply for as many additional New Shares as your Application Monies will pay for in full.

If you apply for additional New Shares under the Top Up Facility and if your application is successful (in whole or in part), your additional New Shares will be issued to you at the same time that other New Shares are issued under the Retail Entitlement Offer. New Shares will only be allocated to Eligible Retail Shareholders if available and then up to an additional 100% in excess of their Entitlement. If you apply for additional New Shares, there is no guarantee that you will be allocated any additional New Shares.

Any New Shares referable to Entitlements not taken up by the Closing Date may be made available to those Eligible Retail Shareholders who took up their full Entitlement and applied for additional New Shares under the Top Up Facility up to an additional 100% in excess of their Entitlement. There is no guarantee that such Shareholders will receive the number of New Shares applied for under the Top Up Facility, or any New Shares applied for under the Top Up Facility. New Shares referable to Entitlements not taken up by the Closing Date will only be allocated to Eligible Retail Shareholders if available and

3 HOW TO AppLY

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then only if and to the extent that Qube so determines, in its absolute discretion.

Refund amounts, if any, will be paid in Australian dollars. You will be paid by direct transfer to the nominated bank account as noted on the share register as at the Closing Date. If you wish to advise or change your banking instructions with the Share Registry you may do so by going to www.computershare.com/au and logging into the Investor Centre.

3.5 TAKING Up pART OF YOUR ENTITLEMENT AND ALLOWING THE BALANcE TO LApSEIf you wish to take up part of your Entitlement, payment must be made via Bpay® or if you are unable to pay using Bpay®, by direct transfer following the instructions that are available online at www.qubeoffer.com.au. If Qube receives an amount that is less than the Offer Price multiplied by your Entitlement, your payment may be treated as an Application for as many New Shares as your Application Monies will pay for in full. Payment must be received by no later than 5.00pm (Sydney time) on the Closing Date.

3.6 ALLOWING YOUR ENTITLEMENT TO LApSEIf you do not wish to accept all or any part of your Entitlement, do not take any further action and all or that part of your Entitlement will lapse.

3.7 cONSEQUENcES OF NOT AccEpTING ALL OR pART OF YOUR ENTITLEMENTIf you do not accept all or part of your Entitlement in accordance with the instructions set out above, those New Shares for which you would have otherwise been entitled under the Retail Entitlement Offer (including New Shares that relate to the portion of your Entitlement that has not been accepted) may be acquired by the Underwriters or any sub‑underwriters or by Eligible Retail Shareholders under the Top Up Facility.

By allowing your Entitlement to lapse, you will forgo any exposure to increases or decreases in the value of the New Shares had you taken up your Entitlement and you will not receive any payment or value for all or that part of your Entitlement. Your interest in Qube will also be diluted.

3.8 pAYMENTPayment should be made using Bpay®. If you are unable to pay using Bpay®, payments can be made by direct transfer (see below at 3.10).

Cash payments or payments by cheque will not be accepted. Receipts for payment will not be issued.

Qube will treat you as applying for as many New Shares as your payment will pay for in full up to your Entitlement. If your payment will pay for more than your full Entitlement, Qube will treat you as applying for your full Entitlement and in respect of any excess amount, applying for as many additional New Shares under the Top Up Facility as it will pay for in full.

Any Application Monies received for more than your final allocation of New Shares will be refunded as soon as practicable after the close of the Retail Entitlement Offer. No interest will be paid to applicants on any Application Monies received or refunded.

3.9 pAYMENT BY Bpay®

For payment by Bpay®, please follow the instructions on the personalised Entitlement and Acceptance Form or online at www.qubeoffer.com.au.

You can only make payment via Bpay® if you are the holder of an account with any Australian financial institution.

If you are paying by Bpay®, please make sure you use the specific Biller Code and your unique Customer Reference Number (CRN) on your personalised Entitlement and Acceptance Form or accessed online at www.qubeoffer.com.au.

If you have multiple holdings and consequently receive more than one personalised Entitlement and Acceptance Form, when taking up your Entitlement in respect of one of those holdings only use the CRN specific to that holding. If you do not use the correct CRN specific to that holding your application will not be recognised as valid.

Please note that by paying by Bpay®:

(a) you do not need to send your personalised Entitlement and Acceptance Form but are taken to make the declarations, representations and warranties referred to on that Entitlement and Acceptance Form and in section 3.11 of this Information Booklet; and

(b) if you do not pay for your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of New Shares which is covered in full by your Application Monies.

It is your responsibility to ensure that your Bpay® payment is received by the Share Registry by no later than 5.00pm (Sydney time) on Thursday, 21 May 2020. You should be aware that your financial institution may implement earlier cut‑off times with regard to electronic payment, and you should therefore take this into consideration in the timing of when you make payment.

3.10 IF YOU ARE UNABLE TO pAY BY Bpay®

Shareholders with a registered address in New Zealand may not have access to pay by Bpay® and may make payment by direct transfer.

For payment by direct transfer, please follow the instructions online at www.qubeoffer.com.au. Please make sure you use the specific transfer details and your unique Entitlement Number accessed online at www.qubeoffer.com.au.

If you have multiple holdings and consequently receive more than one personalised Entitlement and Acceptance Form, when taking up your Entitlement in respect of one of those holdings only use the Entitlement Number specific to that holding. If you do not use the correct Entitlement Number specific to that holding your application will not be recognised as valid.

Your direct transfer must be:

(a) for an amount equal to A$1.95 multiplied by the number of New Shares (and additional New Shares under the Top Up Facility, if applicable) that you are applying for; and

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(b) in Australian currency. Payment cannot be made in New Zealand dollars. New Zealand resident shareholders must arrange for payment to be made in Australian dollars.

It is your responsibility to ensure that your payment by direct transfer is received by the Share Registry by no later than 5.00pm (Sydney time) on Thursday, 21 May 2020. Please note that you should consider direct transfer clearance timeframes in meeting this deadline.

Your Application Payment may incur fees and charges from your bank or any intermediary bank as well as the receiving bank. You may have an option to choose that fees are not deducted from the amount transferred however the receiving bank may still deduct a fee for receiving a foreign transfer. If you are paying from a bank account that is not in Australian dollars you may also incur foreign exchange fees.

3.11 ENTITLEMENT AND AccEpTANcE FORM IS BINDINGA payment made through Bpay® or by a direct transfer constitutes a binding offer to acquire New Shares on the terms and conditions set out in this Information Booklet and, once paid, cannot be withdrawn. Qube’s decision whether to treat an acceptance as valid is final.

By making a payment by Bpay® or by direct transfer, you will also be deemed to have acknowledged, represented and warranted on behalf of each person on whose account you are acting that:

(a) you are (or the person on whose account you are acting is) an Eligible Retail Shareholder;

(b) you acknowledge that you have read and understood this Information Booklet and your personalised Entitlement and Acceptance Form in their entirety;

(c) you agree to be bound by the terms of the Retail Entitlement Offer, the provisions of this Information Booklet (and accompanying Entitlement Acceptance Form), and Qube’s constitution;

(d) you authorise Qube to register you as the holder(s) of New Shares allotted to you;

(e) you declare that all details and statements in the personalised Entitlement and Acceptance Form are complete and accurate;

(f) you declare that you are over 18 years of age and have full legal capacity and power to perform all of your rights and obligations under the personalised Entitlement and Acceptance Form;

(g) you acknowledge that once Qube receives your payment of Application Monies via Bpay® or direct transfer, you may not withdraw your Application or funds provided except as allowed by law;

(h) you agree to apply for and be issued up to the number of New Shares (and any additional New Shares) for which you have submitted payment of any Application Monies via Bpay® or direct transfer, at the Offer Price per New Share;

(i) you authorise Qube, the Underwriters, the Share Registry and their respective officers or agents to do anything on your behalf necessary for New Shares to be issued to you, including to act on instructions of the Share Registry upon

using the contact details set out in your personalised Entitlement and Acceptance Form;

(j) you declare that you were the registered holder(s) at the Record Date of the Shares indicated on the personalised Entitlement and Acceptance Form as being held by you on the Record Date and you are an Eligible Retail Shareholder;

(k) you acknowledge that the information contained in this Information Booklet and your personalised Entitlement and Acceptance Form is not investment advice nor a recommendation that New Shares are suitable for you given your investment objectives, financial situation or particular needs;

(l) you acknowledge that this Information Booklet is not a prospectus, does not contain all of the information that you may require in order to assess an investment in Qube and is given in the context of Qube’s past and ongoing continuous disclosure announcements to ASX;

(m) you acknowledge the statement of risks in the “Key Risks” section in Appendix A of the Investor Presentation included in section 4 of this Information Booklet, and that investments in Qube are subject to risk;

(n) you acknowledge that none of Qube, the Underwriters, or their respective related bodies corporate and affiliates and their respective directors, officers, partners, employees, representatives, agents, consultants or advisers, guarantees the performance of Qube, nor do they guarantee the repayment of capital;

(o) you agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Retail Entitlement Offer and of your holding of Shares on the Record Date;

(p) you represent and warrant (for the benefit of Qube, the Underwriters and their respective related bodies corporate and affiliates) that you did not receive an invitation to participate in the Institutional Entitlement Offer either directly or through a nominee, are not an Ineligible Retail Shareholder and are otherwise eligible to participate in the Retail Entitlement Offer;

(q) you represent and warrant that the law of any place does not prohibit you from being given this Information Booklet and the personalised Entitlement and Acceptance Form, nor does it prohibit you from making an application for New Shares and that you are otherwise eligible to participate in the Retail Entitlement Offer;

(r) you are an Eligible Retail Shareholder and are not in the United States and are not a person (including nominees or custodians) acting for the account or benefit of a person in the United States (or, in the event that you are acting for the account or benefit of a person in the United States, you are not participating in the Retail Entitlement Offer in respect of that person) and are not otherwise a person to whom it would be illegal to make an offer or issue New Shares under the Retail Entitlement Offer;

(s) the New Shares have not been, and will not be, registered under the US Securities Act or under the laws of any other jurisdiction outside Australia;

(t) you have not and will not send any materials relating to the Retail Entitlement Offer to any person in the United States or any other country outside Australia and New Zealand

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or to any person (including nominees or custodians) acting for the account or benefit of a person in the United States;

(u) you agree that if in the future you decide to sell or otherwise transfer the New Shares, you will only do so in transactions on ASX where neither you nor any person acting on your behalf knows, or has reason to know, that the sale has been pre‑arranged with, or that the purchaser is, a person in the United States or who is acting for the account or benefit of a person in the United States;

(v) you are eligible under applicable securities laws to exercise Entitlements and acquire New Shares under the Retail Entitlement Offer;

(w) if you are acting as a nominee or custodian, each beneficial holder on whose behalf you are submitting the Entitlement and Acceptance Form is resident in Australia or New Zealand and is not in the United States and is not acting for the account or benefit of a person in the United States (or, in the event that you are acting for the account or benefit of a person in the United States, you are not participating in the Retail Entitlement Offer in respect of that person) and you have not sent this Information Booklet, the Entitlement and Acceptance Form or any information relating to the Retail Entitlement Offer to any such person; and

(x) you agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Retail Entitlement Offer and of your holding of Shares on the Record Date.

3.12 BROKERAGE AND STAMp DUTYNo brokerage fee is payable by Eligible Retail Shareholders who accept their Entitlement. No stamp duty is payable for subscribing for New Shares under the Retail Entitlement Offer or for additional New Shares under the Top Up Facility on the basis that no Shareholder and associated person will hold an interest of 90% or more in Qube.

3.13 NOTIcE TO NOMINEES AND cUSTODIANSThe Retail Entitlement Offer is being made to all Eligible Retail Shareholders. Nominees with registered addresses in the eligible jurisdictions, irrespective of whether they participate under the Institutional Entitlement Offer, may also be able to participate in the Retail Entitlement Offer in respect of some or all of the beneficiaries on whose behalf they hold Existing Shares, provided that the applicable beneficiary would satisfy the criteria for an Eligible Retail Shareholder.

Nominees and custodians who hold Shares as nominees or custodians will have received, or will shortly receive, a letter from Qube. Nominees and custodians should consider carefully the contents of that letter and note in particular that the Retail Entitlement Offer is not available to:

(a) beneficiaries on whose behalf they hold Existing Shares who would not satisfy the criteria for an Eligible Retail Shareholder;

(b) Eligible Institutional Shareholders who received an offer to participate in the Institutional Entitlement Offer (whether they accepted their Entitlement or not);

(c) Ineligible Institutional Shareholders who were ineligible to participate in the Institutional Entitlement Offer; or

(d) shareholders who are not eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

In particular, persons acting as nominees or custodians for other persons may not take up Entitlements on behalf of, or send any documents relating to the Retail Entitlement Offer to, any person in the United States or any person acting for the account or benefit of any person in the United States.

Qube is not required to determine whether or not any registered holder is acting as a nominee or custodian or the identity or residence of any beneficial owners of Shares. Where any holder is acting as a nominee or custodian for a foreign person, that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Retail Entitlement Offer is compatible with applicable foreign laws. Qube is not able to advise on foreign laws.

For the avoidance of doubt, Qube reserves the right (in its absolute sole discretion) to reduce the number of New Shares allocated to Eligible Retail Shareholders, or persons claiming to be Eligible Retail Shareholders, if their claims prove to be overstated or they fail to provide information to substantiate their claims.

Qube also reserves the right to reject any acceptance of an Entitlement that it believes comes from a person who is not eligible to accept an Entitlement.

3.14 WITHDRAWAL OF THE ENTITLEMENT OFFERSubject to applicable law, Qube reserves the right to withdraw the Entitlement Offer at any time before the issue of New Shares, in which case Qube will refund any Application Monies already received in accordance with the Corporations Act and will do so without interest being payable to applicants.

3.15 RISKSEligible Retail Shareholders should be aware that an investment in Qube, including taking up your Entitlement, involves risks. The key risks identified by Qube are set out in the “Key Risks” section in Appendix A of the Investor Presentation in section 4 of this Information Booklet, but these are not an exhaustive list of the risks associated with an investment in Qube.

3.16 FURTHER ENQUIRIESIf you have not received or you have lost your personalised Entitlement and Acceptance Form, or have any questions regarding the Entitlement Offer, please contact the Qube Entitlement Offer Information Line on 1300 855 080 (within Australia) or +61 3 9415 4000 (outside Australia) from 9.00am to 5.00pm (Sydney time) Monday to Friday, or you can visit www.qubeoffer.com.au, before the Retail Entitlement Offer closes at 5.00pm (Sydney time) on Thursday, 21 May 2020. If you have any further questions, you should contact your stockbroker, solicitor, accountant or other professional adviser.

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30 April 2020 ASX Announcement

QUBE ANNOUNCES $500 MILLION ENTITLEMENT OFFER TO PROVIDE ADDITIONAL BALANCE SHEET FLEXIBILITY TO CONTINUE TO PURSUE GROWTH OPPORTUNITIES Key points:

• 1 for 6.35 fully underwritten accelerated non-renounceable pro rata Entitlement Offer to raise approximately $500 million

• Provides significant balance sheet flexibility with over $1,150 million in liquidity following the Entitlement Offer and other initiatives1

• Funding to support continued investment in Qube’s core business, including growth capital expenditure on recent contract wins and strategic acquisitions. Additional opportunities expected to arise in the current environment

• Ongoing momentum in leasing and development at the Moorebank Logistics Park. Significant upcoming tenancy milestones at Moorebank Precinct West demonstrate continued development of the site. Property partnering / monetisation initiative progressing

• Diversified business model remains resilient despite COVID-19 and continues to generate solid earnings and cash flow from diversified essential logistics activities

To provide additional balance sheet flexibility to continue to pursue growth opportunities, Qube Holdings Limited (“Qube”) today announces the launch of a $500 million fully underwritten 1 for 6.35 accelerated non-renounceable entitlement offer at $1.95 per share (the “Entitlement Offer”). Qube Managing Director, Maurice James, said: “Despite the near term challenges of COVID-19, our diversified business remains resilient and our long term strategic growth priorities remain unchanged. Qube has a long track record of investing across its core business, including through acquisitions to diversify its capabilities and operations and provide a platform for long term earnings growth. We

1 Liquidity as 31 March 2020 taking into account pro-forma adjustments for the Entitlement Offer, $200 million of additional liquidity facilities from existing lenders, which are being progressed through final credit approvals and/or documentation and net of FY20 interim dividend.

4 ASX ANNOUNcEMENTS AND INVESTOR pRESENTATION

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maintain a significant pipeline of organic and inorganic opportunities, and only expect this to increase in the current environment. The Entitlement Offer announced today will leave us conservatively geared, with significant balance sheet flexibility and liquidity to continue to pursue this robust growth agenda.” Liquidity and near term capex As at 31 March 2020, Qube had liquidity (cash and undrawn facilities) of $470 million after adjusting for the FY20 interim dividend, with no near term debt maturities, and material headroom to its covenants. Qube is also in advanced stages of finalising commitments with existing lenders for $200 million in additional facilities. In combination, with the Entitlement Offer, these initiatives will provide Qube with over $1,150 million of total liquidity. This liquidity will support funding of the anticipated ~$420 million of minimum expected capital expenditure over the period from April 2020 to June 2021, including:

• maintenance capex • capex to support Bluescope, Shell, BHP Nickel West contracts and new equipment to

support growth and productivity across the Operating Division • completion of additional warehousing at Moorebank Precinct East • land preparation and precinct infrastructure works at Moorebank Precinct West to support

the potential major new tenant and progression of the IMEX automation The Entitlement Offer will also support additional growth opportunities across the business, including new contracts and projects across the Operating Division, strategic acquisition opportunities and potential accelerated warehousing development at the Moorebank Logistics Park expected to be driven by the finalisation of the agreement with the potential major new tenant. Pro forma for the Entitlement Offer, gearing will decrease from 35.2% to 24.2%2, (compared to Qube’s long term target range of 30 – 40%). Continued investment in the core business and growth opportunities Qube continues to win new business and expand the scope of services provided to existing customers within the Operating Division. In FY20, Qube has undertaken capex to support several attractive new growth contracts, including with:

• BlueScope Steel Limited to provide East Coast interstate steel train services and intermodal terminal operations at Qube's North Dynon facility in Melbourne

• Shell Australia to provide supply base management, as well as various other logistics services

• BHP Nickel West which includes the construction and maintenance of a haul road and the provision of nickel ore haulage services

In addition, Qube continues its strong track record of delivering growth in its core businesses and through acquisitions and is delivering synergies and operational benefits from recent transactions, including: 2 Gearing ratio calculated using 31 December 2019 Balance Sheet results, excluding the impact of AASB 16 and adjusting for the Entitlement Offer.

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• the acquisition of the remaining 52.8% interest in Quattro Grain JV Qube did not previously own

• the acquisition of New Zealand based NFA Holdings, which will provide Qube with additional geographic diversification, increased scale in its forestry operations and adds capabilities and equipment

• the acquisition of Chalmers to further develop Qube's logistics business in both Victoria and Queensland

• the acquisition of LCR Group, which provides Qube with the ability to deliver enhanced mining and industrial services to its existing and future customers

Qube continues to assess an attractive pipeline of strategic organic and inorganic growth initiatives, and expects additional growth opportunities to arise in the current environment. Significant ongoing progress at the Moorebank Logistics Park Leasing and development momentum continues at the Moorebank Logistics Park with a number of significant recent milestones being achieved at the precinct. Train services have commenced at the IMEX terminal, along with tenant operations including the Target distribution centre and Caesarstone (in Warehouse 3). The Target distribution centre involved construction of one of the largest single rooftop solar panel installations in Australia, which is now providing power to tenants. The high level of activity is continuing in the second quarter of 2020 as warehouse and rail activities begin to ramp up while warehousing construction on Moorebank Precinct East and precinct works on Moorebank Precinct West advance. Progress also continues to be made with potential tenants for Warehouse 4 and the remaining space available in Warehouse 3. An Agreement for Lease is under final negotiation for Warehouse 4B with ATS Building Products Pty Limited (ATS) and occupancy expected in May 2020. As an update to Qube’s ASX disclosures of 25 February and 6 April, the terms of formal agreements have now been settled with a potential major tenant for a material part of Moorebank Precinct West. The agreements remain subject to its board approval and contractual exchange, both of which are expected to occur in due course. The development and lease would represent a key milestone for the project and confirms the significant logistics benefits of the site. The potential marquee tenancy is expected to drive further tenant interest in the Moorebank Logistics Park and accelerated growth in warehousing. Qube continues to assess funding and ownership options for Moorebank and its other property assets to realise some of the substantial value created and reduce Qube's future funding requirements. Indicative offers have been received from a high quality group of bidders / partners that Qube believes have the ability to understand and appropriately value the project. Importantly, these parties also have the ability to bring additional strategic value to the project. A shortlisted group of parties is now proceeding in the second stage of the process. While the process is expected to take several months as it progresses alongside the ongoing development and leasing activities on the Moorebank site, Qube may accelerate the process for the fully leased Minto properties. Qube will only undertake a transaction where the Board determines that it is in the best interests of the project and shareholders to do so, having regard to the unique attributes of the Moorebank Logistics Park and the substantial future value expected to be created as the project progresses. There is no certainty that any transaction will proceed.

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COVID-19 and trading update As announced at its update on 6 April 2020, a number of near term impacts associated with COVID-19 are being experienced in several of Qube's markets. However, Qube’s business model remains resilient and continues to generate solid earnings and cash flows from its diversified and essential logistics activities and its investment in long term strategic growth priorities remains unchanged. Qube continues to work with its customer base to ensure the continued reliable delivery of key services and business continuity plans have been put in place. Qube has implemented a range of operational responses to COVID-19, including an immediate reduction in costs including significant reductions in fixed remuneration of Management and Board fees from 1 April to 30 June. Plans are also being implemented to reduce costs further in FY21 commensurate with the downturn in activity levels. Due to continued uncertainty and impact of the COVID-19 pandemic, Qube is not in a position to provide an earnings outlook for FY20 to the market at this time. Further details of the Entitlement Offer Qube is undertaking a $500 million fully underwritten 1 for 6.35 accelerated non-renounceable entitlement offer at $1.95 per share. The offer price represents a 10.3% discount to the Theoretical Ex-Rights Price (“TERP”) of $2.173 and a 11.8% discount to Qube’s last closing price of $2.214. The Entitlement Offer will result in approximately 256 million new shares being issued, representing approximately 15.7% of Qube’s existing issued capital. New shares issued will rank equally with existing shares. Eligible Retail shareholders will have the ability to apply for additional new shares up to 100% of their entitlement under a ‘Top-up Facility’ (subject to scale back, at Qube's discretion). The Qube Directors who are eligible to participate in the Entitlement Offer have each confirmed their intention to subscribe for their respective entitlements. Taverners Group has also indicated that it intends to subscribe for all of its entitlement. The Entitlement Offer is fully underwritten by UBS AG, Australia Branch and Merrill Lynch Equities (Australia) Limited. 3 Calculated based on a closing price for Qube shares of $2.21 on 24 April 2020, rounded to 2 decimal places. 4 The closing price of Qube on ASX on 24 April 2020.

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Offer timetable A timetable of key dates in relation to the Entitlement Offer is set out below. The timetable is indicative only and dates and times are subject to change without notice. Event

Date

Trading halt Monday, 27 April 2020

Announcement of details of the Entitlement Offer Thursday, 30 April 2020

Institutional Entitlement Offer bookbuild Thursday, 30 April 2020

Suspension of shares at ASX request5 Friday, 1 May 2020

Shares recommence trading on ASX Monday, 4 May 2020

Record date for Entitlement Offer (7:00pm Sydney time) Monday, 4 May 2020

Retail Entitlement Offer opens Thursday, 7 May 2020

Institutional Entitlement Offer Settlement Date Monday, 11 May 2020

Institutional Entitlement Offer Allotment & Trading Date Tuesday, 12 May 2020

Retail Entitlement Offer closes (5:00pm Sydney time) Thursday, 21 May 2020

Retail Entitlement Offer Allotment Date Thursday, 28 May 2020

Retail Entitlement Offer Trading Date Friday, 29 May 2020 Additional information Further details on the Entitlement Offer are set out in the Investor Presentation also provided to the ASX today. The Investor Presentation contains important information including key risks and foreign selling restrictions with respect to the Entitlement Offer. Authorised for release by: The Board of Directors, Qube Holdings Limited Further enquiries: Media: Analysts/Investors: Paul White Paul Lewis Director, Corporate Affairs Chief Financial Officer paul.white@qube.com.au paul.lewis@qube.com.au +61 417 224 920 +61 2 9080 1903

5 Suspension of Qube ordinary shares at the request of ASX to enable ASX’s processing of the accelerated Entitlement Offer in CHESS due to the launch date of the Entitlement Offer coinciding with the month end processing for CHESS purposes.

18

Page 6 of 6

NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES Not investment advice This announcement does not constitute investment or financial product advice (nor tax, accounting or legal advice) nor any recommendation to acquire new shares. Information in this announcement is not intended to be relied upon as advice to investors or potential investors and has been prepared without taking account of any person’s individual investment objectives, financial situation or particular needs. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek appropriate advice, including financial, legal, accounting and taxation advice appropriate to their jurisdiction. Forward-looking statements and forecasts This announcement contains certain “forward-looking statements” that are based on management's beliefs, assumptions and expectations and on information currently available to management. Forward looking statements can generally be identified by the use of forward looking words such as, “expect”, “anticipate”, “likely”, “intend”, “should”, “ could”, “may”, “predict”, “plan”, “propose”, “will”, “believe”, “forecast”, “estimate”, “target” “outlook”, “guidance” and other similar expressions within the meaning of securities laws of applicable jurisdictions. Such forward looking statements include statements regarding the timetable, conduct and outcome of the Entitlement Offer and the use of proceeds thereof, statements about the plans, objectives and strategies of the management of the Group, statements about the markets in which the Group operates and statements about the future performance of the Group's businesses. You are strongly cautioned not to place undue reliance on forward looking statements, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the outbreak of COVID-19. Any such statements, opinions and estimates in this announcement speak only as of the date hereof and are based on assumptions and contingencies subject to change without notice, as are statements about market and industry trends, projections, guidance and estimates. Forward looking statements are provided as a general guide only. The forward looking statements contained in this announcement are not indications, guarantees or predictions of future performance and involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of the Group. Refer to the key risks in Appendix A of the Investor Presentation lodged concurrently with this announcement for a non-exhaustive summary of certain key business, offer and general risk factors that may affect the Group. No representation, warranty or assurance (express or implied) is given or made in relation to any forward looking statement by any person (including Qube or any of its advisers). In particular, no representation, warranty or assurance (express or implied) is given that the occurrence of the events expressed or implied in any forward looking statements in this announcement will actually occur. Actual operations, results, performance, production targets or achievement may vary materially from any projections and forward looking statements and the assumptions on which those statements are based. Except as required by law or regulation (including the ASX Listing Rules), Qube disclaims any obligation or undertaking to update forward looking statements in this announcement to reflect any changes in expectations in relation to any forward looking statement or change in events, circumstances or conditions on which any statement is based.

19

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ices

or d

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ion

in th

e U

nite

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ates

20

This

inve

stor

pre

sent

atio

n (P

rese

ntat

ion)

has

bee

n pr

epar

ed b

y Q

ube

Hold

ings

Lim

ited

(ACN

149

723

053

) (Q

ube)

and

is d

ated

30

April

202

0. T

his

Pres

enta

tion

has

been

pre

pare

d in

rela

tion

to a

pro

pose

d ca

pita

l rai

sing

com

prisi

ng a

fully

und

erw

ritte

n pr

o ra

ta a

ccel

erat

ed n

on-r

enou

ncea

ble

entit

lem

ent

offe

r (En

title

men

t Offe

r) o

f new

fully

pai

d or

dina

ry s

hare

s in

Qub

e (N

ew S

hare

s). T

he E

ntitl

emen

t O

ffer i

s to

be

mad

e un

der s

ectio

n 70

8AA

of

the

Corp

orat

ions

Act

200

1 (C

th) (

Corp

orat

ions

Act

) as m

odifi

ed b

y Au

stra

lian

Secu

ritie

s an

d In

vest

men

ts C

omm

issio

n (A

SIC)

Cor

pora

tions

(Non

-Tra

ditio

nal R

ight

s Is

sues

) Ins

trum

ent 2

016/

84. T

he E

ntitl

emen

t O

ffer w

ill b

e m

ade

to:

elig

ible

inst

itutio

nal s

hare

hold

ers

of Q

ube

and

othe

r elig

ible

inst

itutio

nal i

nves

tors

(Ins

titut

iona

l Ent

itlem

ent O

ffer)

; and

el

igib

le re

tail

shar

ehol

ders

of Q

ube

(Ret

ail E

ntitl

emen

t Offe

r).

The

follo

win

g no

tice

and

disc

laim

er a

pplie

s to

this

Pres

enta

tion

and

you

are

ther

efor

e ad

vise

d to

read

it c

aref

ully

bef

ore

read

ing

or m

akin

g an

y ot

her u

se o

f thi

s Pr

esen

tatio

n or

any

info

rmat

ion

cont

aine

d in

this

Pres

enta

tion.

By

acce

ptin

g th

is Pr

esen

tatio

n, y

ou re

pres

ent a

nd w

arra

nt th

at y

ou a

re e

ntitl

ed to

rece

ive

this

Pres

enta

tion

in a

ccor

danc

e w

ith th

e re

stric

tions

, and

agr

ee to

be

boun

d by

the

limita

tions

, con

tain

ed w

ithin

it.

Sum

mar

y In

form

atio

n Th

is Pr

esen

tatio

n co

ntai

ns s

umm

ary

info

rmat

ion

abou

t Qub

e an

d its

sub

sidia

ries

(the

Gro

up) a

nd th

eir r

espe

ctiv

e ac

tiviti

es w

hich

is c

urre

nt a

s at

the

date

of t

his

Pres

enta

tion.

The

info

rmat

ion

in th

is Pr

esen

tatio

n is

of a

gen

eral

na

ture

and

doe

s no

t pur

port

to b

e co

mpl

ete,

nor

doe

s it

cont

ain

all t

he in

form

atio

n w

hich

a p

rosp

ectiv

e in

vest

or m

ay re

quire

in e

valu

atin

g a

poss

ible

inve

stm

ent i

n Q

ube

or th

at w

ould

be

requ

ired

in a

pro

spec

tus,

pro

duct

di

sclo

sure

sta

tem

ent o

r oth

er d

isclo

sure

doc

umen

t pre

pare

d in

acc

orda

nce

with

the

requ

irem

ents

of t

he C

orpo

ratio

ns A

ct. T

his

Pres

enta

tion

shou

ld b

e re

ad in

con

junc

tion

with

Qub

e’s

othe

r per

iodi

c an

d co

ntin

uous

disc

losu

re

anno

unce

men

ts lo

dged

with

the

ASX,

whi

ch a

re a

vaila

ble

at w

ww

.asx

.com

.au.

M

arke

t and

indu

stry

dat

a

Cert

ain

mar

ket a

nd in

dust

ry d

ata

used

in c

onne

ctio

n w

ith th

is Pr

esen

tatio

n m

ay h

ave

been

obt

aine

d fr

om re

sear

ch, s

urve

ys o

r stu

dies

con

duct

ed b

y th

ird p

artie

s, in

clud

ing

indu

stry

or g

ener

al p

ublic

atio

ns. N

one

of Q

ube,

its

repr

esen

tativ

es o

r adv

isers

hav

e in

depe

nden

tly v

erifi

ed a

ny s

uch

mar

ket o

r ind

ustr

y da

ta p

rovi

ded

by th

ird p

artie

s or

indu

stry

or g

ener

al p

ublic

atio

ns.

Not

an

offe

r Th

is Pr

esen

tatio

n is

for i

nfor

mat

ion

purp

oses

onl

y an

d is

not a

pro

spec

tus,

disc

losu

re d

ocum

ent,

prod

uct d

isclo

sure

sta

tem

ent

or o

ther

offe

ring

docu

men

t und

er A

ustr

alia

n la

w o

r any

oth

er la

w (a

nd w

ill n

ot b

e lo

dged

with

ASI

C).

This

Pres

enta

tion

is no

t and

sho

uld

not b

e co

nsid

ered

an

invi

tatio

n or

offe

r to

acqu

ire N

ew S

hare

s or

any

oth

er fi

nanc

ial p

rodu

cts.

Th

e Re

tail

Entit

lem

ent

Offe

r will

be

mad

e on

the

basis

of t

he in

form

atio

n to

be

cont

aine

d in

the

reta

il of

fer b

ookl

et to

be

prep

ared

for e

ligib

le r

etai

l sha

reho

lder

s in

Aus

tral

ia a

nd N

ew Z

eala

nd (R

etai

l Offe

r Boo

klet

), an

d m

ade

avai

labl

e fo

llow

ing

its lo

dgem

ent w

ith A

SX. A

ny e

ligib

le re

tail

shar

ehol

der

in A

ustr

alia

and

New

Zea

land

who

wish

es to

par

ticip

ate

in th

e Re

tail

Entit

lem

ent

Offe

r sho

uld

cons

ider

the

Reta

il O

ffer B

ookl

et b

efor

e de

cidi

ng w

heth

er to

ap

ply

unde

r the

Ret

ail E

ntitl

emen

t O

ffer.

Anyo

ne w

ho w

ishes

to a

pply

for N

ew S

hare

s un

der t

he R

etai

l Ent

itlem

ent

Offe

r will

nee

d to

app

ly in

acc

orda

nce

with

the

inst

ruct

ions

con

tain

ed in

the

Reta

il O

ffer B

ookl

et a

nd th

e en

title

men

t an

d ap

plic

atio

n fo

rm.

This

Pres

enta

tion

is no

t and

sho

uld

not b

e co

nsid

ered

an

offe

r or a

n in

vita

tion

to a

cqui

re th

e N

ew S

hare

s or

any

oth

er fi

nanc

ial p

rodu

cts

and

does

not

and

will

not

form

any

par

t of a

ny c

ontr

act f

or th

e ac

quisi

tion

of th

e N

ew

Shar

es.

Not

for r

elea

se o

r dis

trib

utio

n in

the

Uni

ted

Stat

es

This

Pres

enta

tion

may

not

be

rele

ased

to U

S w

ire s

ervi

ces

or d

istrib

uted

in th

e U

nite

d St

ates

. Thi

s Pr

esen

tatio

n do

es n

ot c

onst

itute

an

offe

r to

sell,

or a

sol

icita

tion

of a

n of

fer t

o bu

y, a

ny s

ecur

ities

in th

e U

nite

d St

ates

or i

n an

y ot

her j

urisd

ictio

n in

whi

ch s

uch

an o

ffer w

ould

be

illeg

al. T

he N

ew S

hare

s ha

ve n

ot b

een,

nor

will

be,

regi

ster

ed u

nder

the

US

Secu

ritie

s Ac

t of 1

933

or th

e se

curit

ies

law

s of

any

sta

te o

r oth

er ju

risdi

ctio

n of

the

Uni

ted

Stat

es.

Acco

rdin

gly,

the

New

Sha

res

may

not

be

offe

red

or s

old

in th

e U

nite

d St

ates

or t

o pe

rson

s th

at a

re a

ctin

g fo

r the

acc

ount

or b

enef

it of

per

sons

in th

e U

nite

d St

ates

, unl

ess

the

New

Sha

res

have

bee

n re

gist

ered

und

er th

e U

S Se

curit

ies

Act o

r are

offe

red

or s

old

purs

uant

to a

n ex

empt

ion

from

, or i

n a

tran

sact

ion

not s

ubje

ct to

, the

regi

stra

tion

requ

irem

ents

of t

he U

S Se

curit

ies

Act a

nd a

ny o

ther

app

licab

le s

ecur

ities

law

s or

any

sta

te o

r oth

er

juris

dict

ion

of th

e U

nite

d St

ates

. Th

e di

strib

utio

n of

this

Pres

enta

tion

in o

ther

juris

dict

ions

out

side

Aust

ralia

may

also

be

rest

ricte

d by

law

and

any

suc

h re

stric

tions

sho

uld

be o

bser

ved.

Any

failu

re to

com

ply

with

suc

h re

stric

tions

may

con

stitu

te a

vio

latio

n of

ap

plic

able

sec

uriti

es la

ws

(see

“Se

lling

Res

tric

tions

” in

App

endi

x B

of th

is Pr

esen

tatio

n).

DDIISS

CCLLAA

IIMMEE

RR ––

IIMMPP

OORR

TTAANN

TT NN

OOTTII

CCEE

2

21

Not

fina

ncia

l pro

duct

adv

ice

This

Pres

enta

tion

does

not

con

stitu

te in

vest

men

t or f

inan

cial

pro

duct

adv

ice

(nor

tax,

acc

ount

ing

or le

gal a

dvic

e) n

or a

ny re

com

men

datio

n to

acq

uire

New

Sha

res.

Eac

h re

cipi

ent o

f the

Pre

sent

atio

n sh

ould

mak

e its

ow

n en

quiri

es

and

inve

stig

atio

ns r

egar

ding

all

info

rmat

ion

in th

is Pr

esen

tatio

n in

clud

ing

but n

ot li

mite

d to

the

assu

mpt

ions

, unc

erta

intie

s an

d co

ntin

genc

ies

whi

ch m

ay a

ffect

futu

re o

pera

tions

of Q

ube

and

the

impa

ct th

at d

iffer

ent f

utur

e ou

tcom

es m

ight

hav

e on

the

Gro

up. I

nfor

mat

ion

in th

is Pr

esen

tatio

n is

not i

nten

ded

to b

e re

lied

upon

as a

dvic

e to

inve

stor

s or

pot

entia

l inv

esto

rs a

nd h

as b

een

prep

ared

with

out t

akin

g ac

coun

t of a

ny p

erso

n’s

indi

vidu

al

inve

stm

ent o

bjec

tives

, fin

anci

al s

ituat

ion

or p

artic

ular

nee

ds. B

efor

e m

akin

g an

inve

stm

ent d

ecisi

on, p

rosp

ectiv

e in

vest

ors

shou

ld c

onsid

er th

e ap

prop

riate

ness

of t

he in

form

atio

n ha

ving

rega

rd to

thei

r ow

n ob

ject

ives

, fin

anci

al

situa

tion

and

need

s an

d se

ek a

ppro

pria

te a

dvic

e, in

clud

ing

finan

cial

, leg

al, a

ccou

ntin

g an

d ta

xatio

n ad

vice

app

ropr

iate

to

thei

r ju

risdi

ctio

n. Q

ube

is no

t lic

ense

d to

pro

vide

fina

ncia

l pro

duct

adv

ice

in re

spec

t of t

he N

ew S

hare

s.

Cool

ing

off r

ight

s do

not

app

ly to

the

acqu

isitio

n of

New

Sha

res

unde

r the

Ent

itlem

ent

Offe

r. In

vest

men

t ris

k An

inve

stm

ent i

n N

ew S

hare

s is

subj

ect t

o kn

own

and

unkn

own

risks

, som

e of

whi

ch a

re b

eyon

d th

e co

ntro

l of t

he G

roup

. Qub

e do

es n

ot g

uara

ntee

any

par

ticul

ar r

ate

of re

turn

or t

he p

erfo

rman

ce o

f the

Gro

up, n

or d

oes

it gu

aran

tee

any

part

icul

ar t

ax tr

eatm

ent.

Pers

ons

shou

ld h

ave

rega

rd to

the

risk

fact

ors

outli

ned

in A

ppen

dix

A of

this

Pres

enta

tion.

Fi

nanc

ial d

ata

All r

efer

ence

s to

dol

lar v

alue

s, c

ents

, $, A

UD,

or A

$ in

this

Pres

enta

tion

are

to A

ustr

alia

n do

llars

(A$)

, unl

ess

othe

rwise

sta

ted.

Th

is Pr

esen

tatio

n co

ntai

ns c

erta

in fi

nanc

ial i

nfor

mat

ion

as a

t 31

Dece

mbe

r 201

9, b

eing

: •

the

hist

oric

al c

onso

lidat

ed b

alan

ce s

heet

as

at 3

1 De

cem

ber 2

019

(the

His

toric

al F

inan

cial

Info

rmat

ion)

; and

•

the

pro

form

a co

nsol

idat

ed b

alan

ce s

heet

as

at 3

1 De

cem

ber 2

019

assu

min

g co

mpl

etio

n of

the

Offe

r (ne

t of Q

ube'

s as

soci

ated

aft

er-t

ax tr

ansa

ctio

n co

sts)

(the

Pro

For

ma

His

toric

al F

inan

cial

Info

rmat

ion)

. Th

e Hi

stor

ical

Fin

anci

al In

form

atio

n an

d th

e Pr

o Fo

rma

Hist

oric

al F

inan

cial

Info

rmat

ion

are

colle

ctiv

ely

refe

rred

to a

s Fi

nanc

ial I

nfor

mat

ion.

The

Fin

anci

al In

form

atio

n ha

s be

en in

clud

ed in

this

Pres

enta

tion

in re

latio

n to

the

Entit

lem

ent

Offe

r and

sho

uld

not b

e us

ed fo

r any

oth

er p

urpo

se.

The

Hist

oric

al F

inan

cial

Info

rmat

ion

was

der

ived

from

the

cons

olid

ated

fina

ncia

l sta

tem

ents

of Q

ube

for t

he h

alf y

ear e

nded

31

Dece

mbe

r 201

9, w

hich

wer

e re

view

ed b

y Pr

icew

ater

hous

eCoo

pers

in a

ccor

danc

e w

ith A

ustr

alia

n Au

ditin

g St

anda

rds,

and

on

whi

ch a

n un

qual

ified

opi

nion

was

issu

ed. T

he H

istor

ical

Fin

anci

al In

form

atio

n ha

s be

en p

repa

red

usin

g th

e re

cogn

ition

and

mea

sure

men

t re

quire

men

ts o

f Aus

tral

ian

Acco

untin

g St

anda

rds

(AAS

). Th

e Pr

o Fo

rma

Hist

oric

al F

inan

cial

Info

rmat

ion

has

been

der

ived

from

the

hist

oric

al c

onso

lidat

ed b

alan

ce s

heet

as

at 3

1 De

cem

ber 2

019,

and

adj

uste

d fo

r pro

form

a ad

just

men

ts re

latin

g to

the

Offe

r les

s as

soci

ated

aft

er-t

ax

tran

sact

ion

cost

s as

if th

ey h

ad o

ccur

red

as a

t 31

Dece

mbe

r 201

9. T

he P

ro F

orm

a Hi

stor

ical

Fin

anci

al In

form

atio

n ha

s be

en p

repa

red

by Q

ube

in a

ccor

danc

e w

ith th

e m

easu

rem

ent

and

reco

gniti

on r

equi

rem

ents

of A

AS o

ther

than

it

incl

udes

adj

ustm

ents

whi

ch h

ave

been

pre

pare

d in

a m

anne

r con

siste

nt w

ith A

AS th

at re

flect

the

impa

ct o

f cer

tain

tran

sact

ions

as i

f the

y ha

d oc

curr

ed a

s at 3

1 De

cem

ber 2

019.

Th

e Fi

nanc

ial I

nfor

mat

ion

is pr

esen

ted

in a

n ab

brev

iate

d fo

rm in

sofa

r as i

t doe

s no

t inc

lude

all

the

pres

enta

tion

and

disc

losu

res,

sta

tem

ents

or c

ompa

rativ

e in

form

atio

n as

requ

ired

by th

e AA

S, th

e In

tern

atio

nal F

inan

cial

Re

port

ing

Stan

dard

s (in

clud

ing

the

inte

rpre

tatio

ns o

f the

Inte

rnat

iona

l Fin

anci

al R

epor

ting

Inte

rpre

tatio

ns C

omm

ittee

) (IF

RS) a

nd o

ther

man

dato

ry p

rofe

ssio

nal r

epor

ting

requ

irem

ents

app

licab

le to

gen

eral

pur

pose

fina

ncia

l re

port

s pr

epar

ed in

acc

orda

nce

with

the

Corp

orat

ions

Act

. The

Pro

For

ma

Hist

oric

al F

inan

cial

Info

rmat

ion

prov

ided

in th

is pr

esen

tatio

n is

for i

llust

rativ

e pu

rpos

es o

nly

and

is no

t rep

rese

nted

as

bein

g in

dica

tive

of Q

ube’

s vi

ews

on

its, n

or a

nyon

e el

se’s

, fut

ure

finan

cial

con

ditio

n an

d/or

per

form

ance

. Re

cipi

ents

of t

his

Pres

enta

tion

shou

ld a

lso b

e aw

are

that

cer

tain

fina

ncia

l inf

orm

atio

n in

clud

ed in

this

Pres

enta

tion

are

(i) “

non

IFRS

fina

ncia

l inf

orm

atio

n” a

s al

low

ed u

nder

ASI

C Re

gula

tory

Gui

de 2

30: “

Disc

losin

g no

n IF

RS

finan

cial

info

rmat

ion”

and

(ii)

“non

GAA

P fin

anci

al m

easu

res”

und

er R

egul

atio

n G

of t

he U

.S. S

ecur

ities

Exc

hang

e Ac

t of 1

934,

as

amen

ded.

The

se n

on IF

RS fi

nanc

ial m

easu

res

do n

ot h

ave

a pr

escr

ibed

def

initi

on u

nder

AAS

or I

FRS

and

ther

efor

e m

ay n

ot b

e di

rect

ly c

ompa

rabl

e to

sim

ilarly

titl

ed m

easu

res

pres

ente

d by

oth

er e

ntiti

es. T

hese

sho

uld

not b

e co

nstr

ued

as a

n in

dica

tion

of, o

r an

alte

rnat

ive

to, c

orre

spon

ding

fina

ncia

l mea

sure

s de

term

ined

in

acco

rdan

ce w

ith A

AS o

r IFR

S. A

lthou

gh Q

ube

belie

ves

thes

e no

n IF

RS fi

nanc

ial m

easu

res

prov

ide

usef

ul in

form

atio

n fo

r mea

surin

g th

e fin

anci

al p

erfo

rman

ce a

nd c

ondi

tion

of th

e bu

sines

s, re

ader

s ar

e ca

utio

ned

not t

o pl

ace

undu

e re

lianc

e on

any

non

IFRS

fina

ncia

l mea

sure

s in

clud

ed in

this

Pres

enta

tion.

The

disc

losu

re o

f suc

h no

n-G

AAP

finan

cial

mea

sure

in th

e m

anne

r inc

lude

d in

this

Pres

enta

tion

may

not

be

perm

issib

le in

a re

gist

ratio

n st

atem

ent

unde

r the

U.S

. Sec

uriti

es A

ct.

DDIISS

CCLLAA

IIMMEE

RR ––

IIMMPP

OORR

TTAANN

TT NN

OOTTII

CCEE

3

22

Effe

ct o

f rou

ndin

g Se

vera

l fig

ures

, am

ount

s, p

erce

ntag

es, e

stim

ates

and

cal

cula

tions

of v

alue

in th

is Pr

esen

tatio

n ar

e su

bjec

t to

the

effe

ct o

f rou

ndin

g.

Forw

ard-

look

ing

stat

emen

ts a

nd fo

reca

sts

This

Pres

enta

tion

cont

ains

cer

tain

“fo

rwar

d-lo

okin

g st

atem

ents

” th

at a

re b

ased

on

man

agem

ent's

bel

iefs

, ass

umpt

ions

and

exp

ecta

tions

and

on

info

rmat

ion

curr

ently

ava

ilabl

e to

man

agem

ent.

Forw

ard

look

ing

stat

emen

ts c

an

gene

rally

be

iden

tifie

d by

the

use

of fo

rwar

d lo

okin

g w

ords

suc

h as

, “ex

pect

”, “

antic

ipat

e”, “

likel

y”, “

inte

nd”,

“sh

ould

”, “

cou

ld”,

“m

ay”,

“pr

edic

t”, “

plan

”, “

prop

ose”

, “w

ill”,

“be

lieve

”, “

fore

cast

”, “

estim

ate”

, “ta

rget

” “o

utlo

ok”,

“g

uida

nce”

and

oth

er s

imila

r ex

pres

sions

with

in th

e m

eani

ng o

f sec

uriti

es la

ws

of a

pplic

able

juris

dict

ions

. Suc

h fo

rwar

d lo

okin

g st

atem

ents

incl

ude

stat

emen

ts r

egar

ding

the

timet

able

, con

duct

and

out

com

e of

the

Entit

lem

ent

Offe

r and

the

use

of p

roce

eds

ther

eof,

stat

emen

ts a

bout

the

plan

s, o

bjec

tives

and

str

ateg

ies

of th

e m

anag

emen

t of t

he G

roup

, sta

tem

ents

abo

ut th

e m

arke

ts in

whi

ch th

e G

roup

ope

rate

s an

d st

atem

ents

abo

ut th

e fu

ture

pe

rfor

man

ce o

f the

Gro

up's

busin

esse

s. In

dica

tions

of,

and

guid

ance

or o

utlo

ok o

n, fu

ture

ear

ning

s or

fina

ncia

l pos

ition

or p

erfo

rman

ce, f

utur

e ea

rnin

gs a

nd d

istrib

utio

ns a

re a

lso fo

rwar

d lo

okin

g st

atem

ents

. Yo

u ar

e st

rong

ly c

autio

ned

not t

o pl

ace

undu

e re

lianc

e on

forw

ard

look

ing

stat

emen

ts, p

artic

ular

ly in

ligh

t of t

he c

urre

nt e

cono

mic

clim

ate

and

the

signi

fican

t vol

atili

ty, u

ncer

tain

ty a

nd d

isrup

tion

caus

ed b

y th

e ou

tbre

ak o

f CO

VID-

19. A

ny su

ch s

tate

men

ts, o

pini

ons

and

estim

ates

in th

is Pr

esen

tatio

n sp

eak

only

as

of th

e da

te h

ereo

f and

are

bas

ed o

n as

sum

ptio

ns a

nd c

ontin

genc

ies

subj

ect t

o ch

ange

with

out n

otic

e, a

s ar

e st

atem

ents

abo

ut m

arke

t an

d in

dust

ry tr

ends

, pro

ject

ions

, gui

danc

e an

d es

timat

es. F

orw

ard

look

ing

stat

emen

ts a

re p

rovi

ded

as a

gen

eral

gui

de o

nly.

The

forw

ard

look

ing

stat

emen

ts c

onta

ined

in th

is Pr

esen

tatio

n ar

e no

t ind

icat

ions

, gua

rant

ees

or

pred

ictio

ns o

f fut

ure

perf

orm

ance

and

invo

lve

know

n an

d un

know

n ris

ks a

nd u

ncer

tain

ties

and

othe

r fac

tors

, man

y of

whi

ch a

re b

eyon

d th

e co

ntro

l of t

he G

roup

, and

may

invo

lve

signi

fican

t ele

men

ts o

f sub

ject

ive

judg

emen

t and

as

sum

ptio

ns a

s to

futu

re e

vent

s w

hich

may

or m

ay n

ot b

e co

rrec

t. Fo

rwar

d lo

okin

g st

atem

ents

may

also

ass

ume

the

succ

ess

of Q

ube'

s bu

sines

s st

rate

gies

. The

suc

cess

of a

ny o

f the

se s

trat

egie

s is

subj

ect t

o un

cert

aint

ies

and

cont

inge

ncie

s be

yond

Qub

e's

cont

rol,

and

no a

ssur

ance

can

be

give

n th

at a

ny o

f the

str

ateg

ies

will

be

effe

ctiv

e or

that

the

antic

ipat

ed b

enef

its fr

om th

e st

rate

gies

will

be

real

ised

in th

e pe

riod

for w

hich

the

forw

ard

look

ing

stat

emen

ts m

ay h

ave

been

pre

pare

d or

oth

erw

ise. R

efer

to th

e ke

y ris

ks in

App

endi

x C

of th

is Pr

esen

tatio

n fo

r a n

on-e

xhau

stiv

e su

mm

ary

of c

erta

in k

ey b

usin

ess,

offe

r and

gen

eral

risk

fact

ors

that

may

affe

ct th

e G

roup

. Th

ere

can

be n

o as

sura

nce

that

act

ual o

utco

mes

will

not

diff

er m

ater

ially

from

thes

e fo

rwar

d lo

okin

g st

atem

ents

. Sev

eral

impo

rtan

t fa

ctor

s co

uld

caus

e ac

tual

resu

lts o

r per

form

ance

to d

iffer

mat

eria

lly fr

om th

e fo

rwar

d lo

okin

g st

atem

ents

, inc

ludi

ng (w

ithou

t lim

itatio

n) t

he ri

sks

and

unce

rtai

ntie

s as

soci

ated

with

the

ongo

ing

impa

cts

of C

OVI

D-19

, the

Aus

tral

ian

and

glob

al e

cono

mic

env

ironm

ent

and

capi

tal m

arke

t con

ditio

ns a

nd o

ther

risk

fact

ors

set o

ut

in th

is Pr

esen

tatio

n. O

ther

risk

s m

ay m

ater

ially

affe

ct th

e fu

ture

per

form

ance

of Q

ube

and

the

pric

e of

Qub

e's

shar

es. A

dditi

onal

risk

s an

d un

cert

aint

ies

not p

rese

ntly

kno

wn

to m

anag

emen

t or

that

man

agem

ent c

urre

ntly

bel

ieve

no

t to

be m

ater

ial m

ay a

lso a

ffect

Qub

e's

busin

ess.

Acc

ordi

ngly

, no

assu

ranc

es o

r gua

rant

ees

of fu

ture

per

form

ance

, pro

fitab

ility

, dist

ribut

ions

, or r

etur

ns o

f cap

ital a

re g

iven

by

Qub

e or

any

oth

er p

erso

n. In

vest

ors

shou

ld

cons

ider

the

forw

ard

look

ing

stat

emen

ts c

onta

ined

in th

is Pr

esen

tatio

n in

ligh

t of t

hose

risk

s an

d di

sclo

sure

s. T

he fo

rwar

d lo

okin

g st

atem

ents

are

bas

ed o

n in

form

atio

n av

aila

ble

to Q

ube

as a

t the

dat

e of

this

Pres

enta

tion.

N

o re

pres

enta

tion,

war

rant

y or

ass

uran

ce (e

xpre

ss o

r im

plie

d) is

giv

en o

r mad

e in

rela

tion

to a

ny fo

rwar

d lo

okin

g st

atem

ent

by a

ny p

erso

n (in

clud

ing

Qub

e or

any

of i

ts a

dvise

rs).

In p

artic

ular

, no

repr

esen

tatio

n, w

arra

nty

or

assu

ranc

e (e

xpre

ss o

r im

plie

d) is

giv

en th

at th

e oc

curr

ence

of t

he e

vent

s ex

pres

sed

or im

plie

d in

any

forw

ard

look

ing

stat

emen

ts in

this

Pres

enta

tion

will

act

ually

occ

ur. A

ctua

l ope

ratio

ns, r

esul

ts, p

erfo

rman

ce, p

rodu

ctio

n ta

rget

s or

ach

ieve

men

t may

var

y m

ater

ially

from

any

pro

ject

ions

and

forw

ard

look

ing

stat

emen

ts a

nd th

e as

sum

ptio

ns o

n w

hich

thos

e st

atem

ents

are

bas

ed. E

xcep

t as

requ

ired

by la

w o

r reg

ulat

ion

(incl

udin

g th

e AS

X Li

stin

g Ru

les)

, Qub

e di

scla

ims

any

oblig

atio

n or

und

erta

king

to u

pdat

e fo

rwar

d lo

okin

g st

atem

ents

in th

is Pr

esen

tatio

n to

refle

ct a

ny c

hang

es in

exp

ecta

tions

in re

latio

n to

any

forw

ard

look

ing

stat

emen

t or c

hang

e in

eve

nts,

circ

umst

ance

s or

co

nditi

ons

on w

hich

any

sta

tem

ent i

s ba

sed.

Pa

st p

erfo

rman

ce

This

Pres

enta

tion

cont

ains

a p

ro fo

rma

cons

olid

ated

hist

oric

al b

alan

ce s

heet

. Pas

t per

form

ance

and

pro

form

a hi

stor

ical

fina

ncia

l inf

orm

atio

n gi

ven

in th

is Pr

esen

tatio

n is

give

n fo

r illu

stra

tive

purp

oses

onl

y an

d sh

ould

not

be

relie

d up

on a

s (a

nd is

not

) an

indi

catio

n of

the

Gro

up's

view

s on

its

futu

re fi

nanc

ial p

erfo

rman

ce o

r con

ditio

n. In

vest

ors

shou

ld n

ote

that

pas

t per

form

ance

, inc

ludi

ng p

ast s

hare

pric

e pe

rfor

man

ce, o

f Qub

e ca

nnot

be

relie

d up

on

as a

n in

dica

tor

of (a

nd p

rovi

des

no g

uida

nce

as to

) fut

ure

Qub

e pe

rfor

man

ce in

clud

ing

futu

re s

hare

pric

e pe

rfor

man

ce. T

he h

isto

rical

fina

ncia

l inf

orm

atio

n co

ntai

ned

in th

is Pr

esen

tatio

n is,

or i

s ba

sed

on, i

nfor

mat

ion

that

has

pr

evio

usly

bee

n re

leas

ed to

the

mar

ket.

The

info

rmat

ion

in th

is Pr

esen

tatio

n ha

s be

en o

btai

ned

from

or b

ased

on

sour

ces

belie

ved

by Q

ube

to b

e re

liabl

e.

DDIISS

CCLLAA

IIMMEE

RR ––

IIMMPP

OORR

TTAANN

TT NN

OOTTII

CCEE

4

23

Dis

clai

mer

N

eith

er U

BS A

G, A

ustr

alia

Bra

nch

nor M

erril

l Lyn

ch E

quiti

es (A

ustr

alia

) Lim

ited

(the

Und

erw

riter

s), n

or a

ny o

f the

ir or

Qub

e’s

resp

ectiv

e ad

vise

rs n

or a

ny o

f the

ir re

spec

tive

affil

iate

s, re

late

d bo

dies

cor

pora

te, d

irect

ors,

offi

cers

, pa

rtne

rs, e

mpl

oyee

s or

age

nts

(tog

ethe

r, th

e Be

nefic

iarie

s), h

ave

auth

orise

d, p

erm

itted

or c

ause

d th

e iss

ue, s

ubm

issio

n, d

ispat

ch o

r pro

visio

n of

this

Pres

enta

tion

and,

exc

ept t

o th

e ex

tent

refe

rred

to in

this

Pres

enta

tion,

non

e of

th

em m

akes

or p

urpo

rts

to m

ake

any

stat

emen

t in

this

Pres

enta

tion

and

ther

e is

no s

tate

men

t in

this

Pres

enta

tion

whi

ch is

bas

ed o

n an

y st

atem

ent b

y an

y of

them

. To

the

max

imum

ext

ent p

erm

itted

by

law

, Qub

e, e

ach

Und

erw

riter

and

thei

r re

spec

tive

advi

sers

, and

eac

h of

thei

r res

pect

ive

Bene

ficia

ries:

(i) e

xclu

de a

nd d

iscla

im a

ll re

spon

sibili

ty a

nd li

abili

ty, i

nclu

ding

, with

out l

imita

tion,

for

ne

glig

ence

or f

or a

ny e

xpen

ses,

loss

es, d

amag

es o

r cos

ts in

curr

ed b

y yo

u as

a re

sult

of th

e in

form

atio

n in

this

Pres

enta

tion

bein

g in

accu

rate

or i

ncom

plet

e in

any

way

for a

ny re

ason

, whe

ther

by

negl

igen

ce o

r oth

erw

ise; a

nd (i

i) m

ake

no re

pres

enta

tion

or w

arra

nty,

exp

ress

or i

mpl

ied,

as

to th

e cu

rren

cy, a

ccur

acy,

relia

bilit

y or

com

plet

enes

s of

info

rmat

ion

in th

is Pr

esen

tatio

n, a

nd w

ith re

gard

s to

eac

h U

nder

writ

er, a

nd it

s ad

vise

rs, a

nd e

ach

of th

eir

resp

ectiv

e Be

nefic

iarie

s, ta

ke n

o re

spon

sibili

ty f

or a

ny p

art o

f thi

s Pr

esen

tatio

n or

the

Entit

lem

ent

Offe

r.

Each

Und

erw

riter

and

its

advi

sers

, and

eac

h of

thei

r res

pect

ive

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ram

p up

of t

he n

ew S

hell

cont

ract

and

wei

ghtin

g of

Qub

e's

expo

sure

to e

stab

lishe

d op

erat

ing

faci

litie

s

•Q

ube

and

Patr

ick

cont

aine

r vol

umes

: wea

ker r

efle

ctin

g th

e ge

nera

l slo

wdo

wn

in e

cono

mic

act

ivity

in A

ustr

alia

(prio

r to

the

COVI

D-19

pa

ndem

ic),

impa

ct o

f man

ufac

turin

g an

d po

rt c

losu

res i

n Ch

ina

(par

ticul

arly

in F

ebru

ary

2020

), an

d gl

obal

supp

ly c

hain

disr

uptio

ns

•O

ther

pro

duct

s inc

ludi

ng v

ehic

les,

bul

k (e

.g. c

emen

t, fe

rtili

sers

) and

gen

eral

car

go h

ave

been

wea

ker

Out

look

•Pr

esen

tly e

xpec

ted

that

the

maj

ority

of Q

ube’

s ope

ratio

ns w

ill c

ontin

ue, b

ut c

hang

es to

gov

ernm

ent m

easu

res t

hat m

ay im

pact

Qub

e's

oper

atio

ns a

re o

utsid

e of

Qub

e’s c

ontr

ol

•Du

e to

con

tinue

d un

cert

aint

y an

d im

pact

of t

he C

OVI

D-19

pan

dem

ic, Q

ube

pres

ently

exp

ects

a d

ecre

ase

in v

olum

es in

seve

ral o

f its

m

arke

ts

•Q

ube

is no

t in

a po

sitio

n to

pro

vide

an

earn

ings

out

look

for F

Y20

to th

e m

arke

t at t

his t

ime

Ope

ratio

nal

resp

onse

s to

COVI

D-19

im

plem

ente

d

•W

orki

ng w

ith c

usto

mer

bas

e to

ens

ure

cont

inue

d re

liabl

e de

liver

y of

key

serv

ices

and

bus

ines

s con

tinui

ty p

lans

in p

lace

•Im

med

iate

redu

ctio

n in

cos

ts in

clud

ing

signi

fican

t red

uctio

ns in

fixe

d re

mun

erat

ion

of M

anag

emen

t and

Boa

rd fr

om 1

Apr

il to

30

June

20

20. P

lans

are

also

bei

ng im

plem

ente

d to

redu

ce c

osts

furt

her i

n FY

21 c

omm

ensu

rate

with

the

dow

ntur

n in

act

ivity

leve

ls

•Pr

iorit

ising

stra

tegi

c ac

cret

ive

cape

x

Nea

r ter

m im

pact

s ass

ocia

ted

with

CO

VID-

19 b

eing

exp

erie

nced

in se

vera

l of Q

ube'

s mar

kets

, how

ever

div

ersif

ied

busin

ess m

odel

rem

ains

resil

ient

and

inve

stm

ent i

n lo

ng te

rm st

rate

gic g

row

th p

riorit

ies r

emai

ns u

ncha

nged

44

30

FFUUNN

DDIINN

GG AA

NNDD

LLIIQQ

UUIIDD

IITTYY

Sour

ces o

f fun

ds

$m

Pro

rata

non

-ren

ounc

eabl

e En

title

men

t Offe

r 50

0.0

Tota

l 50

0.0

55

12

Use

s of f

unds

$m

Bala

nce

shee

t fle

xibi

lity

to p

ursu

e fu

ture

gro

wth

opp

ortu

nitie

s 49

0.5

Offe

r cos

ts a

nd fe

es

9.5

Tota

l 50

0.0

The

Offe

r will

pro

vide

add

ition

al b

alan

ce sh

eet f

lexi

bilit

y to

cont

inue

to p

ursu

e gr

owth

opp

ortu

nitie

s

•Li

quid

ity (c

ash

and

undr

awn

faci

litie

s) o

f ~$4

70 m

illio

n as

at 3

1 M

arch

20

20 a

fter

adj

ustin

g fo

r the

FY2

0 in

terim

div

iden

d

•Ad

vanc

ed st

ages

of s

ecur

ing

$200

mill

ion

in a

dditi

onal

faci

litie

s fro

m

l end

ers –

subj

ect t

o fin

al c

redi

t app

rova

ls an

d/or

doc

umen

tatio

n

•O

ver $

1,15

0 m

illio

n(1) to

tal l

iqui

dity

follo

win

g th

e En

title

men

t Offe

r

•Pr

o fo

rma

for t

he E

ntitl

emen

t Offe

r, Q

ube'

s gea

ring

to d

ecre

ase

from

35

.2%

to 2

4.2%

(2) (l

ong

term

targ

et ra

nge

of 3

0 –

40%

)

•N

o ne

ar te

rm d

ebt m

atur

ities

, and

mat

eria

l hea

droo

m to

cov

enan

ts

Entit

lem

ent o

ffer i

mpa

ct o

n fu

ndin

g

Not

es:

1. L

iqui

dity

as

31 M

arch

202

0 ta

king

into

acc

ount

pro

-form

a ad

just

men

ts fo

r the

Ent

itlem

ent O

ffer,

$200

mill

ion

of a

dditi

onal

liqu

idity

faci

litie

s fr

om e

xist

ing

lend

ers,

whi

ch a

re b

eing

pro

gres

sed

thro

ugh

final

cre

dit a

ppro

vals

and/

or d

ocum

enta

tion

and

ne

t of F

Y20

inte

rim d

ivid

end.

2.

Gea

ring

ratio

cal

cula

ted

usin

g 31

Dec

embe

r 201

9 Ba

lanc

e Sh

eet r

esul

ts, e

xclu

ding

the

impa

ct o

f AAS

B 16

and

adj

ustin

g fo

r the

Ent

itlem

ent O

ffer.

31

FFUUNN

DDIINN

GG AA

NNDD

LLIIQQ

UUIIDD

IITTYY

55

13

Debt

faci

litie

s mat

urity

pro

file

as a

t 31

Dece

mbe

r 201

9

Avai

labl

e liq

uidi

ty (3

1 M

ar 2

0)(1

)

Liqu

idity

of o

ver $

1,15

0 m

illio

n w

ith n

o ne

ar te

rm m

atur

ities

(1)

Not

es:

1. L

iqui

dity

as

31 M

arch

202

0 ta

king

into

acc

ount

pro

-form

a ad

just

men

ts fo

r the

Ent

itlem

ent O

ffer,

$200

mill

ion

of a

dditi

onal

liqu

idity

faci

litie

s fr

om e

xist

ing

lend

ers,

whi

ch a

re b

eing

pro

gres

sed

thro

ugh

final

cre

dit a

ppro

vals

and/

or d

ocum

enta

tion

and

ne

t of t

he F

Y20

inte

rim d

ivid

end.

2.

Exc

ludi

ng im

pact

of A

ASB

16.

Cred

it m

etric

s As

at

31 D

ec 1

9(2)

Pro

form

a

for O

ffer

(2)

Net

deb

t $1

,574

m

$1,0

84m

Net

seni

or d

ebt

$1,2

69m

$7

79m

Net

deb

t / (n

et d

ebt +

equ

ity)

35.2

%

24.2

%

Net

seni

or d

ebt /

(net

seni

or d

ebt +

equ

ity)

30.5

%

18.7

%

Cred

it m

etric

s

Nea

r ter

m c

apex

300

16

2

835

100

10

0

305

15

0

51

101

38

0

500

1000

1500

FY20

FY21

FY22

FY23

FY24

FY25

FY26

FY27

FY28

FY29

FY30

Bank

faci

litie

sSu

bord

inat

ed n

otes

CEFC

Fac

ility

USP

P

•M

inim

um e

xpec

ted

cape

x fr

om A

pril

2020

to Ju

ne 2

021

of ~

$420

mill

ion,

incl

udin

g:

•m

aint

enan

ce c

apex

•

cape

x to

supp

ort B

lues

cope

, She

ll, B

HP N

icke

l Wes

t con

trac

ts a

nd n

ew e

quip

men

t to

supp

ort g

row

th a

nd p

rodu

ctiv

ity a

cros

s the

Ope

ratin

g Di

visio

n •

com

plet

ion

of a

dditi

onal

war

ehou

sing

at M

oore

bank

Pre

cinc

t Eas

t •

land

pre

para

tion

and

prec

inct

infr

astr

uctu

re w

orks

at M

oore

bank

Pre

cinc

t Wes

t to

supp

ort t

he p

oten

tial m

ajor

new

tena

nt a

nd p

rogr

essio

n of

the

IMEX

aut

omat

ion

•

Entit

lem

ent O

ffer w

ill a

lso su

ppor

t add

ition

al g

row

th o

ppor

tuni

ties

acro

ss th

e bu

sines

s,

incl

udin

g ne

w c

ontr

acts

and

pro

ject

s acr

oss t

he O

pera

ting

Divi

sion,

stra

tegi

c ac

quisi

tion

oppo

rtun

ities

and

pot

entia

l acc

eler

ated

war

ehou

sing

deve

lopm

ent a

t the

Moo

reba

nk L

ogist

ics

Park

exp

ecte

d to

be

driv

en b

y th

e fin

alisa

tion

of th

e ag

reem

ent w

ith th

e po

tent

ial m

ajor

new

te

nant

Liqu

idity

$m

Cash

and

exi

stin

g un

draw

n fa

cilit

ies

470

New

faci

litie

s 20

0

Net

pro

ceed

s fro

m E

ntitl

emen

t Offe

r 49

1

Tota

l 1,

161

32

QQUU

BBEE

PPRR

OO FF

OORR

MMAA

BBAA

LLAANN

CCEE

SSHH

EEEE

TT ––

3311 DD

EECC

1199

Not

es:

1. T

he Q

ube

Stat

utor

y Fi

nanc

ial I

nfor

mat

ion

pres

ente

d ab

ove

has b

een

sour

ced

from

the

revi

ewed

fina

ncia

l sta

tem

ents

of Q

ube

for t

he h

alf y

ear e

nded

31

Dece

mbe

r 201

9.

2. T

he O

ffer a

djus

tmen

ts co

mpr

ise th

e im

pact

of t

he $

500m

Offe

r, ne

t of Q

ube'

s ass

ocia

ted

afte

r-ta

x tr

ansa

ctio

n co

sts.

14

66 $m

31-D

ec-1

91 O

ffer2

Pro-

form

a

ASSE

TS

Curr

ent a

sset

s:

Cash

and

cas

h eq

uiva

lent

s 11

4.5

114.

5 Tr

ade

and

othe

r rec

eiva

bles

39

3.2

393.

2 O

ther

cur

rent

ass

ets

72.1

72

.1

Tota

l cur

rent

ass

ets

579.

8

579.

8 Lo

ans a

nd re

ceiv

able

s

300.

2 30

0.2

Inve

stm

ent i

n eq

uity

acc

ount

ed in

vest

men

ts

651.

6 65

1.6

Prop

erty

, pla

nt a

nd e

quip

men

t 1,

424.

0 1,

424.

0 In

vest

men

t pro

pert

ies

1,14

5.4

1,14

5.4

Inta

ngib

le a

sset

s 86

1.1

861.

1 O

ther

non

-cur

rent

ass

ets

748.

9 74

8.9

Tota

l non

-cur

rent

ass

ets

5,13

1.2

5,

131.

2 To

tal a

sset

s 5,

711.

0

5,71

1.0

LIAB

ILIT

IES

Cu

rren

t lia

bilit

ies:

Tr

ade

and

othe

r pay

able

s

185.

5 18

5.5

Prov

ision

s 97

.4

97.4

O

ther

cur

rent

liab

ilitie

s

84.0

84

.0

Tota

l cur

rent

liab

ilitie

s 36

6.9

36

6.9

Non

-cur

rent

liab

ilitie

s:

Borr

owin

gs

1,69

9.6

(490

.5)

1,20

9.1

Leas

e Li

abili

ties

69

3.1

693.

1 De

ferr

ed ta

x lia

bilit

ies

10

4.2

(2.9

) 10

1.4

Oth

er n

on-c

urre

nt li

abili

ties

32

.7

32.7

To

tal n

on-c

urre

nt li

abili

ties

2,

529.

6 (4

93.4

) 2,

036.

3 To

tal l

iabi

litie

s 2,

896.

5 (4

93.4

) 2,

403.

2 N

et a

sset

s 2,

814.

5 49

3.4

3,30

7.9

EQU

ITY

Co

ntrib

uted

equ

ity

2,52

9.2

493.

4 3,

022.

6 Re

serv

es

(0.1

) (0

.1)

Reta

ined

ear

ning

s 28

7.2

287.

2 N

on-c

ontr

ollin

g in

tere

sts

(1.8

) (1

.8)

Tota

l equ

ity

2,81

4.5

493.

4 3,

307.

9

33

KKEE

YY DD

EETTAA

IILLSS

OOFF

TTHHEE

EENN

TTIITTLL

EEMM

EENN

TT OO

FFFFEE

RR

Entit

lem

ent

Offe

r •

1 fo

r 6.3

5 ac

cele

rate

d pr

o ra

ta n

on-r

enou

ncea

ble

Entit

lem

ent O

ffer t

o ra

ise a

ppro

xim

atel

y $5

00 m

illio

n

–ap

prox

imat

ely

256

mill

ion

new

fully

pai

d or

dina

ry sh

ares

(“N

ew S

hare

s”) (

equi

vale

nt to

15.

7% o

f cur

rent

issu

ed c

apita

l)

–fu

lly u

nder

writ

ten

by M

erril

l Lyn

ch E

quiti

es (A

ustr

alia

) Lim

ited

and

UBS

AG,

Aus

tral

ia B

ranc

h

•$1

.95/

sh O

ffer P

rice,

whi

ch re

pres

ents

a:

–10

.3%

disc

ount

to T

ERP

($2.

17)(1

)

–11

.8%

disc

ount

to th

e cl

osin

g pr

ice

of Q

ube

of $

2.21

per

shar

e on

Frid

ay, 2

4 Ap

ril 2

020

•Re

cord

dat

e 7:

00pm

(Syd

ney)

on

Mon

day,

4 M

ay 2

020

•El

igib

le R

etai

l sha

reho

lder

s will

hav

e th

e ab

ility

to a

pply

for a

dditi

onal

new

shar

es u

p to

100

% o

f the

ir en

title

men

t und

er a

‘Top

-up

Faci

lity’

(s

ubje

ct to

scal

e ba

ck, a

t Qub

e's d

iscre

tion)

Oth

er

•Th

e Q

ube

Dire

ctor

s who

are

elig

ible

to p

artic

ipat

e in

the

Entit

lem

ent O

ffer h

ave

each

con

firm

ed th

eir i

nten

tion

to su

bscr

ibe

for t

heir

resp

ectiv

e en

title

men

ts

•Ta

vern

ers

Grou

p ha

s also

indi

cate

d th

at it

inte

nds t

o su

bscr

ibe

for a

ll of

its e

ntitl

emen

t

Not

es:

1.TE

RP is

a th

eore

tical

pric

e at

whi

ch Q

ube

shar

es tr

ade

imm

edia

tely

aft

er th

e ex

-dat

e fo

r the

Ent

itlem

ent O

ffer a

ssum

ing

100%

take

-up

of th

e En

title

men

t Offe

r. TE

RP is

a th

eore

tical

cal

cula

tion

only

and

the

actu

al p

rice

at w

hich

Qub

e sh

ares

trad

e im

med

iate

ly a

fter

the

ex-d

ate

for t

he E

ntitl

emen

t Offe

r will

dep

end

on m

any

fact

ors.

Cal

cula

ted

with

refe

renc

e to

Qub

e's c

losin

g pr

ice

of $

2.21

per

sha

re o

n Fr

iday

, 24

April

202

0, ro

unde

d to

2 d

ecim

al p

lace

s.

77

15

34

EENN

TTIITTLL

EEMM

EENN

TT OO

FFFFEE

RR TT

IIMMEE

TTAABB

LLEE

Even

t Da

te

Trad

ing

halt

Mon

day

27 A

pril

2020

Anno

unce

men

t of d

etai

ls of

the

Entit

lem

ent O

ffer

Thur

sday

, 30

April

202

0

Inst

itutio

nal E

ntitl

emen

t Offe

r boo

kbui

ld

Thur

sday

, 30

April

202

0

Susp

ensio

n of

shar

es a

t ASX

requ

est(1

) Fr

iday

, 1 M

ay 2

020

Shar

es re

com

men

ce tr

adin

g on

ASX

M

onda

y, 4

May

202

0

Reco

rd d

ate

for E

ntitl

emen

t Offe

r (7:

00pm

Syd

ney

time)

M

onda

y, 4

May

202

0

Reta

il En

title

men

t Offe

r ope

ns

Thur

sday

, 7 M

ay 2

020

Inst

itutio

nal E

ntitl

emen

t Offe

r Set

tlem

ent D

ate

Mon

day,

11

May

202

0

Inst

itutio

nal E

ntitl

emen

t Offe

r Allo

tmen

t & T

radi

ng D

ate

Tues

day,

12

May

202

0

Reta

il En

title

men

t Offe

r clo

ses (

5:00

pm S

ydne

y tim

e)

Thur

sday

, 21

May

202

0

Reta

il En

title

men

t Offe

r Allo

tmen

t Dat

e Th

ursd

ay, 2

8 M

ay 2

020

Reta

il En

title

men

t Offe

r Tra

ding

Dat

e Fr

iday

, 29

May

202

0

77

16

Tim

etab

le is

indi

cativ

e on

ly a

nd d

ates

and

tim

es a

re su

bjec

t to

chan

ge w

ithou

t not

ice

Not

es:

1.Su

spen

sion

of Q

ube

ordi

nary

sha

res

at th

e re

ques

t of A

SX to

ena

ble

ASX’

s pro

cess

ing

of th

e ac

cele

rate

d En

title

men

t Offe

r in

CHES

S du

e to

the

laun

ch d

ate

of th

e En

title

men

t Offe

r coi

ncid

ing

with

the

mon

th e

nd p

roce

ssin

g fo

r CHE

SS p

urpo

ses.

35

17

AAPP

PPEE

NNDD

IIXX AA

:: KKEE

YY RR

IISSKK

SS

36

KKEE

YY RR

IISSKK

SS

You

shou

ld b

e aw

are

that

ther

e ar

e ris

ks in

volv

ed w

ith p

artic

ipat

ing

in th

e En

title

men

t Offe

r and

/or h

oldi

ng Q

ube

shar

es.

The

risks

set

out

in th

is se

ctio

n ar

e no

t list

ed in

ord

er o

f im

port

ance

and

do

not c

onst

itute

an

exha

ustiv

e lis

t of a

ll ris

ks in

volv

ed w

ith a

n in

vest

men

t in

Qub

e. O

ther

risk

s may

mat

eria

lly

affe

ct th

e fu

ture

per

form

ance

of Q

ube

and

the

valu

e of

Qub

e sh

ares

. Add

ition

al ri

sks

and

unce

rtai

ntie

s no

t pre

sent

ly k

now

n to

man

agem

ent o

r tha

t man

agem

ent c

urre

ntly

bel

ieve

not

to

be

mat

eria

l may

also

affe

ct Q

ube’

s bu

sines

s. A

ccor

ding

ly, n

o as

sura

nces

or g

uara

ntee

s of

futu

re p

erfo

rman

ce, p

rofit

abili

ty, d

istrib

utio

ns, o

r ret

urns

of c

apita

l are

giv

en b

y Q

ube

or

any

othe

r per

son.

The

risks

set

out

in th

is se

ctio

n m

ay c

hang

e af

ter t

he d

ate

of th

is Pr

esen

tatio

n an

d ot

her r

isks r

elev

ant t

o Q

ube

and

Qub

e sh

ares

may

em

erge

whi

ch m

ay h

ave

an a

dver

se im

pact

on

Qub

e an

d th

e va

lue

of Q

ube

shar

es. I

n pa

rtic

ular

, inv

esto

rs s

houl

d no

te th

at th

e un

prec

eden

ted

unce

rtai

ntie

s an

d ris

ks p

osed

by

the

COVI

D-19

pan

dem

ic c

ould

mat

eria

lly c

hang

e Q

ube’

s ris

k pr

ofile

at a

ny p

oint

aft

er th

e da

te o

f thi

s Pr

esen

tatio

n an

d ad

vers

ely

impa

ct th

e fin

anci

al p

ositi

on a

nd p

rosp

ects

of t

he G

roup

in th

e fu

ture

.

Befo

re in

vest

ing

in Q

ube

you

shou

ld b

e aw

are

that

a n

umbe

r of r

isks

and

unce

rtai

ntie

s in

volv

ed w

ith p

artic

ipat

ing

in th

e En

title

men

t Offe

r and

/or h

oldi

ng Q

ube

shar

es, w

hich

are

bot

h sp

ecifi

c to

an

inve

stm

ent i

n Q

ube

and

of a

mor

e ge

nera

l nat

ure,

may

adv

erse

ly a

ffect

the

futu

re o

pera

ting

and

finan

cial

per

form

ance

of Q

ube

and

the

valu

e of

Qub

e sh

ares

. You

shou

ld

note

that

the

occu

rren

ce o

r con

sequ

ence

of m

any

of th

e ris

ks d

escr

ibed

in th

is se

ctio

n ar

e pa

rtia

lly o

r com

plet

ely

outs

ide

of th

e co

ntro

l of Q

ube,

its

dire

ctor

s an

d se

nior

man

agem

ent.

Befo

re in

vest

ing

in Q

ube

shar

es, y

ou s

houl

d ca

refu

lly c

onsid

er th

e ris

k fa

ctor

s and

you

r per

sona

l circ

umst

ance

s. P

oten

tial i

nves

tors

sho

uld

cons

ider

pub

licly

ava

ilabl

e in

form

atio

n on

Q

ube

(suc

h as

that

ava

ilabl

e on

the

ASX

web

site)

, and

con

sult

thei

r sto

ckbr

oker

, sol

icito

r, ac

coun

tant

or o

ther

pro

fess

iona

l adv

isor

bef

ore

mak

ing

an in

vest

men

t dec

ision

.

Not

hing

in th

is Pr

esen

tatio

n is

finan

cial

pro

duct

adv

ice

and

this

Pres

enta

tion

has

been

pre

pare

d w

ithou

t tak

ing

into

acc

ount

you

r inv

estm

ent o

bjec

tives

or p

erso

nal c

ircum

stan

ces.

AA

18

37

KKEE

YY RR

IISSKK

SS

QU

BE

RIS

KS

Im

pact

of t

he C

OVI

D-1

9 pa

ndem

ic

Qub

e’s

busin

ess

activ

ities

are

typi

cally

cor

rela

ted

to th

e le

vel o

f dom

estic

eco

nom

ic a

ctiv

ity a

nd G

DP g

row

th (f

or it

s im

port

rela

ted

logi

stic

s se

rvic

es),

and

glob

al e

cono

mic

gro

wth

and

pa

rtic

ular

ly C

hina

(for

its e

xpor

t rel

ated

logi

stic

s se

rvic

es).

Dom

estic

eco

nom

ic a

ctiv

ity a

nd c

onsu

mer

con

fiden

ce a

re k

ey d

river

s of

con

sum

er d

eman

d w

hich

in tu

rn a

ffect

s rel

evan

t m

arke

ts in

clud

ing

cont

aine

r vol

umes

and

mot

or v

ehic

le im

port

s. T

he d

eman

d fo

r com

mod

ities

and

fore

stry

pro

duct

s, a

s w

ell a

s the

ove

rall

leve

l of g

loba

l eco

nom

ic g

row

th (a

nd

part

icul

arly

Chi

na),

is al

so a

driv

er o

f dem

and

for Q

ube’

s lo

gist

ics

serv

ices

in it

s ke

y m

arke

ts.

The

ongo

ing

COVI

D-19

pan

dem

ic h

as h

ad, a

nd is

exp

ecte

d to

con

tinue

to h

ave,

an

adve

rse

effe

ct o

n th

e op

erat

ing

and

finan

cial

per

form

ance

of Q

ube

in F

Y 20

and

bey

ond

and/

or c

ause

an

adv

erse

cha

nge

to th

e pr

ice

of Q

ube

shar

es. G

over

nmen

ts g

loba

lly a

re in

crea

singl

y re

stric

ting

the

mov

emen

t of p

eopl

e be

twee

n an

d w

ithin

cou

ntrie

s, in

clud

ing

forc

ing

the

susp

ensio

n of

trad

e of

cer

tain

bus

ines

ses

in re

spon

se to

the

COVI

D-19

pan

dem

ic. W

heth

er o

r not

man

y of

thes

e bu

sines

ses

will

be

in a

fina

ncia

l pos

ition

to re

sum

e tr

ade

once

they

are

pe

rmitt

ed to

do

so is

unk

now

n. T

here

con

tinue

s to

be

cons

ider

able

unc

erta

inty

as t

o th

e du

ratio

n an

d fu

rthe

r im

pact

of C

OVI

D-1

9, in

clud

ing

(but

not

lim

ited

to) i

n re

latio

n to

go

vern

men

t, re

gula

tory

or h

ealth

aut

horit

y ac

tions

, wor

k st

oppa

ges,

lock

dow

ns, q

uara

ntin

e an

d tr

avel

rest

rictio

ns.

Ther

e ha

ve b

een

a nu

mbe

r of r

ecen

t eve

nts

asso

ciat

ed w

ith th

e CO

VID-

19 p

ande

mic

and

the

cont

ainm

ent m

easu

res

impl

emen

ted

in re

spon

se, w

hich

col

lect

ivel

y, h

ave

and

may

co

ntin

ue to

redu

ce th

e le

vel o

f dom

estic

and

glo

bal e

cono

mic

gro

wth

in th

e ne

ar te

rm, a

nd Q

ube'

s op

erat

ions

dire

ctly

, and

whi

ch m

ay th

eref

ore

impa

ct th

e va

lue

of Q

ube

shar

es a

nd

Qub

e’s

earn

ings

in F

Y 20

and

bey

ond.

The

se e

vent

s in

clud

e:

•Fl

ow-t

hrou

gh im

pact

on

econ

omic

act

ivity

from

rest

rictio

ns p

ut in

pla

ce to

con

tain

the

spre

ad o

f CO

VID

-19.

•Po

tent

ial i

mpa

ct o

n Q

ube

cust

omer

s – Q

ube'

s cus

tom

ers

may

be

impa

cted

eith

er d

irect

ly o

r by

flow

-on

effe

cts o

f res

tric

tions

impo

sed

in re

spon

se to

the

COVI

D-19

pan

dem

ic. T

his

may

impa

ct re

venu

e Q

ube

earn

s on

the

prov

ision

of l

ogist

ics

and

othe

r ser

vice

s or

the

pote

ntia

l sol

venc

y of

cus

tom

ers

and

thei

r abi

lity

to p

ay Q

ube

for s

ervi

ces

rend

ered

to th

em in

a

timel

y m

anne

r. Cu

stom

ers’

exp

ort a

ctiv

ity m

ay b

e re

duce

d ei

ther

dire

ctly

by

cont

ainm

ent m

easu

res

impl

emen

ted,

or i

ndire

ctly

by

a re

duct

ion

in d

eman

d fr

om th

eir r

espe

ctiv

e cu

stom

ers.

Sim

ilarly

cus

tom

ers’

impo

rt a

ctiv

ity m

ay b

e re

duce

d ei

ther

dire

ctly

by

cont

ainm

ent m

easu

res

impl

emen

ted

impa

ctin

g th

eir b

usin

ess

or d

isrup

ting

thei

r sup

ply

chai

n, o

r in

dire

ctly

by

a re

duct

ion

in d

eman

d fr

om th

eir r

espe

ctiv

e cu

stom

ers.

•Po

tent

ial i

mpa

ct o

n ab

ility

of Q

ube

to o

pera

te –

Man

y of

Qub

e's

core

ope

ratin

g ac

tiviti

es c

anno

t be

perf

orm

ed re

mot

ely.

The

re is

a ri

sk e

ither

in re

spon

se to

gov

ernm

ent a

ctio

n or

Q

ube

empl

oyee

s co

ntra

ctin

g CO

VID-

19 th

at so

me

core

ope

ratin

g ac

tiviti

es m

ay b

e di

srup

ted.

Thi

s m

ay in

clud

e di

srup

tion

to th

e de

velo

pmen

t at M

oore

bank

Log

istic

s Pa

rk. I

t is

poss

ible

that

gov

ernm

ent s

huts

dow

n al

l ope

ratin

g w

ork

sites

, eve

n w

ithou

t a p

ositi

ve o

r sus

pect

ed c

ase

of C

OVI

D-1

9 am

ongs

t the

rele

vant

wor

kfor

ce.

•Po

tent

ial i

mpa

ct o

n Q

ube

supp

liers

– Q

ube'

s su

pply

cha

ins

may

be

disr

upte

d by

rest

rictio

ns im

pose

d on

its

supp

liers

or d

isrup

tions

with

in th

eir r

espe

ctiv

e su

pply

cha

ins.

AA

19

38

KKEE

YY RR

IISSKK

SS

QU

BE

RIS

KS

Ec

onom

ic co

nditi

ons

The

oper

atin

g an

d fin

anci

al p

erfo

rman

ce o

f Qub

e’s

busin

esse

s ar

e in

fluen

ced

by a

var

iety

of g

ener

al e

cono

mic

and

bus

ines

s co

nditi

ons

incl

udin

g co

ntra

ctio

n of

the

glob

al e

cono

my,

co

mm

odity

pric

es, i

nter

est r

ates

and

exc

hang

e ra

tes a

nd g

over

nmen

t fisc

al, m

onet

ary

and

regu

lato

ry p

olic

ies,

incl

udin

g th

e sh

ort a

nd lo

ng-t

erm

effe

cts

of g

over

nmen

t stim

ulus

and

w

elfa

re a

s a

resu

lt of

the

COVI

D-19

pan

dem

ic. A

pro

long

ed d

eter

iora

tion

in d

omes

tic o

r gen

eral

eco

nom

ic c

ondi

tions

, for

exa

mpl

e an

incr

ease

in in

tere

st ra

tes,

a p

rolo

nged

per

iod

of

redu

ced

or n

egat

ive

econ

omic

gro

wth

, rise

s in

une

mpl

oym

ent o

r dec

reas

es in

con

sum

er a

nd b

usin

ess

dem

and

and

the

resp

onse

of f

inan

cial

inst

itutio

ns (i

nclu

ding

as a

resu

lt of

the

COVI

D-19

pan

dem

ic) c

ould

be

expe

cted

to h

ave

a m

ater

ial a

dver

se im

pact

on

the

finan

cial

per

form

ance

of Q

ube'

s bus

ines

ses.

Key

pers

onne

l

The

oper

atio

nal a

nd fi

nanc

ial p

erfo

rman

ce o

f Qub

e's

busin

esse

s is

depe

nden

t on

thei

r abi

lity

to a

ttra

ct a

nd re

tain

exp

erie

nced

man

agem

ent.

The

loss

or u

nava

ilabi

lity

of k

ey p

erso

nnel

in

volv

ed in

the

man

agem

ent o

f the

bus

ines

ses

and/

or th

e re

luct

ance

of p

eopl

e to

switc

h em

ploy

ers

(for e

xam

ple,

due

to th

e un

cert

aint

y of

the

impa

ct o

f CO

VID-

19) c

ould

hav

e an

ad

vers

e im

pact

on

Qub

e’s

finan

cial

per

form

ance

.

Acce

ss to

pro

pert

y an

d re

nt e

xpen

se

Som

e of

Qub

e's

busin

esse

s le

ase

and

licen

se s

igni

fican

t inf

rast

ruct

ure

and

othe

r pro

pert

ies

and

asse

ts s

uch

as ra

il te

rmin

als,

con

tain

er p

arks

and

ste

vedo

ring

faci

litie

s. T

hese

leas

es a

nd

licen

ces

carr

y re

new

al ri

sk u

pon

expi

ry. T

hese

bus

ines

ses

are

heav

ily re

liant

upo

n lo

ng te

rm a

cces

s to

crit

ical

site

s/pr

oper

ties.

Any

failu

re to

rene

w, r

enew

al o

n le

ss fa

vour

able

term

s (s

uch

as in

crea

ses

in re

nt e

xpen

se) o

r ter

min

atio

n of

such

key

leas

es a

nd li

cenc

es m

ay h

ave

a m

ater

ial a

dver

se e

ffect

on

futu

re fi

nanc

ial p

erfo

rman

ce a

nd p

ositi

on.

Cons

trai

nts o

n de

velo

pmen

t

The

abili

ty o

f Qub

e to

ben

efit

from

dev

elop

men

t of i

ts st

rate

gic

deve

lopm

ent a

sset

s w

ill d

epen

d on

, am

ong

othe

r thi

ngs,

rece

ipt o

f nec

essa

ry p

lann

ing

and

othe

r thi

rd p

arty

app

rova

ls in

clud

ing

appr

oval

s fr

om re

leva

nt p

lann

ing

auth

oriti

es a

nd a

ppro

val f

rom

Qub

e’s p

artn

ers.

The

re c

an b

e no

cer

tain

ty th

at th

ese

appr

oval

s w

ill b

e re

ceiv

ed in

a ti

me

fram

e or

form

ac

cept

able

to Q

ube

whi

ch c

ould

resu

lt in

a re

duct

ion

in th

e va

lue

of th

e st

rate

gic

deve

lopm

ent a

sset

s. T

he im

pact

of c

hang

es to

wor

king

pra

ctic

es, l

imita

tions

impo

sed

on si

te a

cces

s,

com

petin

g pr

essu

res

on Q

ube’

s pa

rtne

rs, a

nd th

e po

tent

ial f

or in

crea

sed

inef

ficie

ncie

s of

pla

nnin

g au

thor

ities

ass

ocia

ted

with

the

COVI

D-19

pan

dem

ic c

ould

exa

cerb

ate

this

risk.

AA

20

39

KKEE

YY RR

IISSKK

SS

QU

BE

RIS

KS

Im

pact

of e

vent

s prio

r to

the

COVI

D-1

9 pa

ndem

ic, i

nclu

ding

bus

hfire

s and

adv

erse

wea

ther

Qub

e’s

busin

ess

activ

ities

are

typi

cally

cor

rela

ted

to th

e le

vel o

f dom

estic

eco

nom

ic a

ctiv

ity a

nd G

DP g

row

th (f

or it

s im

port

rela

ted

logi

stic

s se

rvic

es),

and

glob

al e

cono

mic

gro

wth

, pa

rtic

ular

ly in

Chi

na (f

or it

s exp

ort r

elat

ed lo

gist

ics

serv

ices

). Do

mes

tic e

cono

mic

act

ivity

and

con

sum

er c

onfid

ence

are

key

driv

ers

of c

onsu

mer

dem

and

whi

ch in

turn

affe

cts

rele

vant

m

arke

ts in

clud

ing

cont

aine

r vol

umes

and

mot

or v

ehic

le im

port

s. T

he d

eman

d fo

r com

mod

ities

and

fore

stry

pro

duct

s, a

s w

ell a

s the

ove

rall

leve

l of g

loba

l eco

nom

ic g

row

th (a

nd

part

icul

arly

in C

hina

), is

also

a d

river

of d

eman

d fo

r Qub

e’s

logi

stic

s se

rvic

es in

its k

ey m

arke

ts. S

low

dow

ns o

r neg

ativ

e gr

owth

in th

ese

mar

kets

cou

ld h

ave

an a

dver

se a

ffect

on

the

finan

cial

per

form

ance

of Q

ube

and

the

pric

e of

Qub

e sh

ares

.

Ther

e w

ere

a nu

mbe

r of r

ecen

t eve

nts

prio

r to

the

impa

ct o

f the

CO

VID-

19 p

ande

mic

, whi

ch c

olle

ctiv

ely,

cou

ld h

ave

serv

ed to

redu

ce th

e le

vel o

f dom

estic

and

glo

bal e

cono

mic

gro

wth

in

the

near

term

inde

pend

ent

of th

e im

pact

of t

he C

OVI

D-19

pan

dem

ic, a

nd w

hich

may

ther

efor

e al

so im

pact

Qub

e’s

earn

ings

in F

Y 20

. The

se e

vent

s in

clud

e:

•Bu

shfir

es –

ove

rall,

the

Aust

ralia

n bu

shfir

es o

f the

sum

mer

201

9/20

20 a

re e

xpec

ted

to h

ave

a m

odes

t dire

ct im

pact

on

Qub

e in

FY

20. T

he m

ain

impa

ct o

f the

se b

ushf

ires

was

on

Qub

e’s

regi

onal

cus

tom

ers

resu

lting

in a

redu

ctio

n in

regi

onal

trai

n ac

tivity

with

a fl

ow-o

n ef

fect

to e

mpt

y co

ntai

ner p

ark

activ

ity.

The

pote

ntia

l ind

irect

impa

ct o

n Q

ube

from

a

wea

keni

ng o

f Aus

tral

ia’s

eco

nom

ic g

row

th a

nd c

onsu

mer

dem

and

as a

resu

lt of

the

bush

fires

on

thei

r ow

n is

diffi

cult

to re

liabl

y fo

reca

st.

•Ad

vers

e W

eath

er –

adv

erse

wea

ther

eve

nts

in e

arly

cal

enda

r 202

0 im

pact

ed s

ome

of Q

ube’

s m

inin

g cu

stom

ers

in S

outh

Aus

tral

ia, W

este

rn A

ustr

alia

and

Que

ensla

nd fo

rcin

g te

mpo

rary

ces

satio

n of

act

iviti

es. T

his h

ad o

nly

a m

odes

t (an

d sh

ort t

erm

) dire

ct im

pact

on

Qub

e in

FY

20.

AA

21

40

KKEE

YY RR

IISSKK

SS

QU

BE

RIS

KS

Ea

rly st

age

proj

ects

A ke

y pa

rt o

f Qub

e's

grow

th s

trat

egy

invo

lves

iden

tifyi

ng a

nd p

ursu

ing

grow

th o

ppor

tuni

ties

with

in it

s ex

istin

g bu

sines

s. T

his

incl

udes

the

deve

lopm

ent o

f pro

ject

s w

ithin

Qub

e's

Infr

astr

uctu

re &

Pro

pert

y di

visio

n, in

clud

ing

Moo

reba

nk.

Thes

e ea

rly s

tage

pro

ject

s an

d op

port

uniti

es ty

pica

lly in

volv

e de

velo

pmen

t and

con

stru

ctio

n of

new

faci

litie

s an

d in

fras

truc

ture

or e

xpan

sion

or u

pgra

des

to e

xist

ing

faci

litie

s an

d in

fras

truc

ture

. Inv

estm

ents

in n

ew p

roje

cts

durin

g a

deve

lopm

ent o

r con

stru

ctio

n ph

ase

are

likel

y to

be

subj

ect t

o ad

ditio

nal r

isks,

incl

udin

g th

at th

e pr

ojec

t will

not

be

com

plet

ed

with

in b

udge

t, w

ithin

the

agre

ed ti

mef

ram

e an

d to

the

agre

ed s

peci

ficat

ions

, tha

t the

inco

me

deriv

ed fr

om p

roje

ct is

low

er th

an e

xpec

ted

and,

whe

re a

pplic

able

, the

new

pro

ject

is n

ot

succ

essf

ully

inte

grat

ed in

to th

e ex

istin

g as

sets

of t

he b

usin

ess.

Risk

s sp

ecifi

c to

the

Moo

reba

nk d

evel

opm

ent

The

abili

ty o

f Qub

e to

ben

efit

from

the

Moo

reba

nk d

evel

opm

ent w

ill d

epen

d on

, am

ong

othe

r thi

ngs,

tim

ely

cons

truc

tion

of fa

cilit

ies,

sec

urin

g ap

prop

riate

tena

nts,

sec

urin

g de

velo

pmen

t and

regu

lato

ry a

ppro

vals,

and

the

over

all c

ost o

f con

stru

ctio

n. D

elay

s in

rece

ipt o

f pla

nnin

g ap

prov

als

and

cons

truc

tion

may

impa

ct o

n te

nanc

y ne

gotia

tions

and

may

af

fect

the

timin

g an

d qu

antu

m o

f ear

ning

s re

alise

d by

the

deve

lopm

ent.

This

in tu

rn c

ould

redu

ce th

e pr

esen

t val

ue o

f the

pro

ject

. In

rela

tion

to th

e ag

reem

ent w

ith th

e po

tent

ial m

ajor

te

nant

refe

rred

to o

n sli

de 9

of t

his

Pres

enta

tion,

Qub

e do

es n

ot re

gard

tim

ely

cons

truc

tion

of fa

cilit

ies

and

cons

truc

tion

cost

ove

rrun

s to

be

a re

leva

nt ri

sk to

this

pote

ntia

l ten

ancy

but

th

ere

is ho

wev

er a

risk

that

exc

hang

e of

this

cont

ract

doe

s no

t occ

ur o

r tha

t cer

tain

pla

nnin

g ap

prov

als

requ

ired

for c

onst

ruct

ion

of th

e fa

cilit

ies

are

not a

ble

to b

e ob

tain

ed o

r con

tain

un

acce

ptab

le c

ondi

tions

.

Risk

s re

latin

g to

acq

uisi

tions

Qub

e’s

busin

ess

stra

tegy

invo

lves

it c

ontin

uing

to se

ek g

row

th o

ppor

tuni

ties,

incl

udin

g th

roug

h ac

quisi

tions

. Risk

s exi

st in

resp

ect o

f int

egra

ting

an a

cqui

sitio

n, in

clud

ing

the

risk

that

po

tent

ial s

yner

gies

may

not

be

real

ised

and

that

Qub

e’s f

inan

cial

per

form

ance

may

be

impa

cted

. The

CO

VID-

19 p

ande

mic

also

pre

sent

s ch

alle

nges

with

resp

ect t

o ex

ecut

ing

tran

sact

ions

, in

part

icul

ar re

achi

ng a

gree

men

t on

valu

atio

ns.

Com

petit

ion

risks

Incr

ease

d co

mpe

titio

n fo

r Qub

e's b

usin

esse

s co

uld

resu

lt in

pric

e re

duct

ions

, und

er-u

tilisa

tion

of p

erso

nnel

, ass

ets o

r inf

rast

ruct

ure,

redu

ced

oper

atin

g m

argi

ns a

nd/o

r los

s of

mar

ket

shar

e, w

hich

may

hav

e a

mat

eria

l adv

erse

effe

ct o

n fu

ture

fina

ncia

l per

form

ance

and

pos

ition

.

Cust

omer

cons

olid

atio

n

The

glob

al s

hipp

ing

line

mar

ket i

s sub

ject

to p

oten

tial c

hang

es th

roug

h th

e co

nsol

idat

ion

of p

artic

ipan

ts a

nd c

hang

es to

ship

ping

con

sort

ia. T

he re

sult

of th

ese

chan

ges

coul

d be

an

incr

ease

or a

dec

reas

e in

Pat

rick’

s m

arke

t sha

re. I

f Pat

rick'

s mar

ket s

hare

dec

reas

ed, i

t cou

ld h

ave

a m

ater

ial a

dver

se im

pact

on

finan

cial

per

form

ance

.

AA

22

41

KKEE

YY RR

IISSKK

SS

QU

BE

RIS

KS

In

fras

truc

ture

levi

es a

nd im

pact

of b

usin

ess a

nd e

cono

mic

cond

ition

s on

the

grow

th in

con

tain

er v

olum

es a

t Pat

rick

Patr

ick

char

ges

infr

astr

uctu

re le

vies

(now

com

mon

ly re

ferr

ed to

as '

land

side

char

ges')

on

cert

ain

user

s w

ithin

its t

erm

inal

s. T

he V

icto

rian

Gov

ernm

ent r

ecen

tly c

ompl

eted

a re

view

of

the

char

ging

of i

nfra

stru

ctur

e le

vies

and

the

New

Sou

th W

ales

Gov

ernm

ent h

as a

sked

for a

revi

ew o

f lan

dsid

e ch

arge

s by

the

NSW

Pro

duct

ivity

Com

miss

ion.

The

re is

a ri

sk th

at

Gov

ernm

ents

cou

ld im

pose

rest

rictio

ns o

n th

e ch

argi

ng o

f inf

rast

ruct

ure

levi

es/la

ndsi

de c

harg

es w

hich

cou

ld h

ave

the

pote

ntia

l to

impa

ct P

atric

k's

reve

nue.

Fur

ther

mor

e, P

atric

k re

ceiv

es th

e m

ajor

ity o

f its

reve

nue

from

stev

edor

ing

cont

aine

rs th

roug

h st

eved

orin

g ch

arge

s an

d la

ndsid

e ch

arge

s. C

onse

quen

tly g

row

th in

con

tain

erise

d im

port

s an

d ex

port

s has

a

posit

ive

impa

ct o

n fin

anci

al p

erfo

rman

ce. C

onve

rsel

y, th

e im

pact

of b

usin

ess

and

econ

omic

cyc

les

can

redu

ce th

e gr

owth

in c

onta

iner

ised

impo

rts

and

expo

rts,

whi

ch c

an h

ave

a ne

gativ

e im

pact

on

finan

cial

per

form

ance

. The

eco

nom

ic c

onse

quen

ces

and

rest

rictio

ns o

n m

ovem

ent f

low

ing

from

the

COVI

D-19

pan

dem

ic c

ould

hav

e an

adv

erse

effe

ct o

n th

e vo

lum

e of

con

tain

erise

d im

port

s an

d ex

port

s.

Incr

ease

d co

mpe

titio

n in

the

cont

aine

r ter

min

als b

usin

ess (

Patr

ick)

Ther

e ha

s be

en in

crea

sed

com

petit

ion

in th

e co

ntai

ner t

erm

inal

s bu

sines

s op

erat

ed b

y Pa

tric

k, d

riven

by

addi

tiona

l ter

min

al c

apac

ity, c

onso

lidat

ion

of sh

ippi

ng c

onso

rtia

and

incr

ease

d pr

ice

com

petit

ion

amon

gst t

hird

par

ty o

pera

tors

in o

rder

to re

tain

cus

tom

er c

ontr

acts

.

Capi

tal e

xpen

ditu

re

The

busin

esse

s ca

rrie

d on

by

som

e of

Qub

e's

busin

esse

s ar

e ca

pita

l int

ensiv

e an

d re

quire

mat

eria

l inv

estm

ent t

o be

mad

e in

cap

ital e

quip

men

t. Th

e op

erat

ing

and

finan

cial

pe

rfor

man

ce o

f the

se b

usin

esse

s w

ill b

e pa

rtly

relia

nt o

n th

eir a

bilit

y to

effe

ctiv

ely

man

age

signi

fican

t cap

ital p

roje

cts

with

in re

quire

d bu

dget

s an

d tim

efra

mes

and

on

suffi

cien

t fun

ding

be

ing

avai

labl

e fo

r the

cap

ital e

xpen

ditu

re re

quire

men

ts o

f the

bus

ines

s, in

clud

ing

the

mai

nten

ance

and

repl

acem

ent o

f equ

ipm

ent t

o m

eet o

pera

tiona

l req

uire

men

ts. I

n so

me

circ

umst

ance

s, th

e ne

ed fo

r mat

eria

l inv

estm

ent i

n ca

pita

l equ

ipm

ent m

ay re

sult

in c

apita

l exp

endi

ture

bei

ng b

eyon

d th

at b

udge

ted

by Q

ube,

whi

ch c

ould

hav

e an

adv

erse

effe

ct o

n Q

ube

and

its fi

nanc

ial p

erfo

rman

ce. C

apita

l exp

endi

ture

requ

irem

ents

may

impa

ct th

e ca

sh fl

ow a

vaila

ble

to se

rvic

e fin

anci

ng o

blig

atio

ns, p

ay d

ivid

ends

or o

ther

wise

mak

e di

strib

utio

ns.

Oth

er fa

ctor

s

Oth

er fa

ctor

s or

eve

nts

may

impa

ct o

n Q

ube’

s pe

rfor

man

ce, s

uch

as n

atur

al d

isast

ers,

epi

dem

ics

or p

ande

mic

s, c

hang

es o

r disr

uptio

ns to

pol

itica

l, re

gula

tory

, leg

al o

r eco

nom

ic

cond

ition

s, o

r to

Aust

ralia

n or

inte

rnat

iona

l fin

anci

al m

arke

ts, i

nclu

ding

as a

resu

lt of

terr

orism

or w

ar o

r a re

cess

ion

or d

epre

ssio

n.

AA

23

42

KKEE

YY RR

IISSKK

SS

QU

BE

RIS

KS

O

pera

tiona

l ris

k

Qub

e is

subj

ect t

o op

erat

iona

l risk

s res

ultin

g fr

om in

adeq

uate

or f

aile

d in

tern

al p

roce

sses

, sys

tem

s, p

olic

ies

or p

olic

ies,

in a

dditi

on to

pot

entia

l haz

ards

nor

mal

ly e

ncou

nter

ed w

ith

logi

stic

s an

d tr

ansp

orta

tion

ente

rpris

es, i

nclu

ding

but

not

lim

ited

to in

cide

nts

whi

ch c

ould

resu

lt in

dam

age

to p

lant

or e

quip

men

t, pe

rson

al in

jurie

s or

illn

ess

to e

mpl

oyee

s an

d/or

ot

her i

ndiv

idua

ls. If

thes

e ris

ks m

ater

ialis

e, Q

ube'

s op

erat

ions

cou

ld b

e di

srup

ted

whi

ch m

ay h

ave

a m

ater

ial a

dver

se e

ffect

on

futu

re fi

nanc

ial p

erfo

rman

ce a

nd p

ositi

on.

Empl

oyee

s/in

dust

rial a

ctio

n

A nu

mbe

r of o

pera

tiona

l em

ploy

ees

of Q

ube'

s bu

sines

ses

(incl

udin

g its

ass

ocia

tes)

are

mem

bers

of t

rade

uni

ons.

The

se e

mpl

oyee

s ar

e ge

nera

lly c

over

ed b

y co

llect

ive

agre

emen

ts

whi

ch a

re p

erio

dica

lly r

eneg

otia

ted

and

rene

wed

. The

risk

of s

trik

es a

nd o

ther

form

s of i

ndus

tria

l act

ion

that

may

hav

e a

mat

eria

l adv

erse

impa

ct o

n th

ese

busin

esse

s w

ould

be

prim

arily

dep

ende

nt o

n th

e ou

tcom

es o

f neg

otia

tions

with

repr

esen

tativ

e un

ions

rega

rdin

g th

e te

rms o

f new

col

lect

ive

agre

emen

ts. I

f the

re w

ere

a m

ater

ial o

r pro

long

ed d

isput

e be

twee

n Q

ube'

s bu

sines

ses

and

its u

nion

s or

wor

kfor

ce (i

nclu

ding

in re

latio

n to

dec

ision

s m

ade

by Q

ube

as a

resu

lt of

the

COVI

D-1

9 pa

ndem

ic),

this

coul

d di

srup

t ope

ratio

ns w

hich

may

ha

ve a

mat

eria

l adv

erse

effe

ct o

n fu

ture

fina

ncia

l per

form

ance

and

pos

ition

.

Cust

omer

serv

ice

Qub

e's

abili

ty to

mai

ntai

n re

latio

nshi

ps w

ith m

ajor

cus

tom

ers

is in

tegr

al to

its f

inan

cial

per

form

ance

. Thi

s in

turn

dep

ends

on

its a

bilit

y to

offe

r com

petit

ive

serv

ice

stan

dard

s an

d pr

icin

g. P

oor p

erfo

rman

ce in

eith

er a

rea

may

lead

to a

loss

of m

ajor

cus

tom

ers

whi

ch m

ay h

ave

a m

ater

ial i

mpa

ct o

n Q

ube'

s fin

anci

al p

erfo

rman

ce. T

he so

cial

dist

anci

ng m

easu

res

impl

emen

ted

in re

spon

se to

the

COVI

D-19

pan

dem

ic m

ay m

ake

it m

ore

diffi

cult

to m

aint

ain

and

stre

ngth

en c

usto

mer

rela

tions

hips

.

Impa

ct o

f com

mod

ity cy

cles

on

busi

ness

gro

wth

Qub

e’s

busin

esse

s ar

e ex

pose

d, th

roug

h th

eir c

usto

mer

s, to

glo

bal d

eman

d fo

r com

mod

ities

. Rev

enue

s an

d m

argi

ns fr

om th

e pr

ovisi

on o

f bul

k lo

gist

ics

serv

ices

may

be

mat

eria

lly

adve

rsel

y im

pact

ed b

y re

duce

d gl

obal

dem

and

for b

ulk

com

mod

ities

or c

hang

es in

glo

bal c

omm

odity

pric

es.

Com

mod

ity p

rices

may

be

adve

rsel

y af

fect

ed b

y slo

wer

than

exp

ecte

d le

vels

of G

DP g

row

th in

Chi

na, a

s wel

l as b

y th

e on

goin

g tr

ade

tens

ions

bet

wee

n th

e U

nite

d St

ates

and

Chi

na, a

nd

such

fact

ors

coul

d ha

ve a

neg

ativ

e im

pact

on

com

mod

ity p

rices

gen

eral

ly, w

hich

may

hav

e a

mat

eria

l adv

erse

effe

ct o

n Q

ube’

s fu

ture

fina

ncia

l per

form

ance

and

pos

ition

. Fac

tors

whi

ch

may

con

trib

ute

to sl

ower

leve

ls of

gro

wth

in C

hine

se d

eman

d fo

r com

mod

ities

mig

ht in

clud

e slo

wer

or f

latt

ened

eco

nom

ic g

row

th, t

he C

OVI

D-19

pan

dem

ic, u

nsuc

cess

ful e

cono

mic

re

form

s, g

over

nmen

t pol

icie

s th

at a

ffect

com

mod

ities

mar

kets

, red

uced

urb

anisa

tion

or in

dust

rialis

atio

n an

d a

slow

ing

expa

nsio

n of

the

mid

dle

clas

s.

AA

24

43

KKEE

YY RR

IISSKK

SS

QU

BE

RIS

KS

Li

tigat

ion

and

disp

utes

Qub

e m

ay b

ecom

e in

volv

ed in

litig

atio

n, a

rbitr

atio

n, e

xper

t det

erm

inat

ion,

cla

ss a

ctio

ns a

nd o

r oth

er c

laim

s and

disp

utes

, whi

ch c

ould

adv

erse

ly a

ffect

fina

ncia

l per

form

ance

and

repu

tatio

n. A

ny

litig

atio

n, a

rbitr

atio

n, e

xper

t det

erm

inat

ion,

cla

ss a

ctio

ns a

nd o

r oth

er c

laim

s and

disp

utes

, inc

ludi

ng e

mpl

oym

ent a

nd p

roje

ct d

isput

es a

nd p

rice

revi

ew a

nd c

ontr

actu

al d

isput

es (i

nclu

ding

in

rela

tion

to a

ny ‘m

ater

ial a

dver

se c

hang

e’ c

ontr

actu

al p

rovi

sions

), co

uld

mat

eria

lly a

dver

sely

affe

ct Q

ube’

s bus

ines

s, o

pera

ting

and

finan

cial

per

form

ance

.

Coun

terp

arty

risk

Qub

e is

expo

sed

to c

redi

t-re

late

d lo

sses

if c

ount

erpa

rtie

s to

cont

ract

s fai

l to

mee

t the

ir ob

ligat

ions

(inc

ludi

ng a

s a re

sult

of in

solv

ency

, fin

anci

al s

tres

s or t

he im

pact

s of C

OVI

D-19

). Th

is co

uld

occu

r if

cust

omer

s wer

e to

bec

ome

inso

lven

t or n

ot m

eet t

heir

finan

cial

obl

igat

ions

to Q

ube

and

may

adv

erse

ly im

pact

Qub

e’s r

even

ue.

Fore

ign

exch

ange

risk

Qub

e is

expo

sed

to fo

reig

n ex

chan

ge ri

sk, w

hich

may

impa

ct th

e vo

lum

e of

impo

rts o

r exp

orts

subj

ect t

o w

heth

er th

e Au

stra

lian

dolla

r is a

ppre

ciat

ing

or d

epre

ciat

ing.

Mov

emen

ts in

the

fore

ign

exch

ange

rate

may

also

affe

ct th

e pr

ice

of c

apita

l equ

ipm

ent a

cqui

red

outs

ide

of A

ustr

alia

. The

se ri

sks m

ay a

ffect

Qub

e’s f

inan

cial

per

form

ance

.

Inte

rest

rate

risk

The

natu

re o

f Qub

e’s f

inan

cing

arr

ange

men

ts e

xpos

es Q

ube

to in

tere

st ra

te ri

sk, i

nclu

ding

from

the

mov

emen

t in

unde

rlyin

g in

tere

st ra

tes,

whi

ch im

pact

s on

Qub

e’s c

ost o

f fun

ding

and

may

ad

vers

ely

impa

ct Q

ube’

s fin

anci

al p

erfo

rman

ce.

Refin

anci

ng ri

sk

Qub

e ha

s out

stan

ding

deb

t fac

ilitie

s. S

uch

inde

bted

ness

may

resu

lt in

Qub

e be

ing

subj

ect t

o ce

rtai

n co

vena

nts r

estr

ictin

g its

abi

lity

to e

ngag

e in

cer

tain

type

s of a

ctiv

ities

or t

o pa

y di

vide

nds

to

Qub

e sh

areh

olde

rs.

Gene

ral e

cono

mic

and

bus

ines

s co

nditi

ons

that

impa

ct th

e de

bt o

r equ

ity m

arke

ts (i

nclu

ding

the

effe

ct o

f the

CO

VID-

19 p

ande

mic

on

mar

kets

) cou

ld im

pact

Qub

e's a

bilit

y to

refin

ance

its

oper

atio

ns.

Divi

dend

s

Follo

win

g co

mpl

etio

n of

the

Entit

lem

ent O

ffer,

Qub

e ex

pect

s to

mai

ntai

n its

cur

rent

div

iden

d po

licy

of d

eter

min

ing

the

appr

opria

te d

ivid

end

to p

ay in

eac

h pe

riod

havi

ng re

gard

to re

leva

nt

cons

ider

atio

ns, i

nclu

ding

Qub

e’s u

nder

lyin

g ea

rnin

gs, c

ashf

low

, out

look

and

exp

ecte

d gr

owth

capi

tal e

xpen

ditu

re.

No

assu

ranc

e is

give

n in

rela

tion

to th

e pa

ymen

t of f

utur

e di

vide

nds

or th

e ex

tent

to w

hich

any

such

div

iden

ds m

ay b

e fr

anke

d.

AA

25

44

KKEE

YY RR

IISSKK

SS

QU

BE

RIS

KS

Ta

xatio

n

The

risk

that

cha

nges

in ta

x la

w (i

nclu

ding

goo

ds a

nd s

ervi

ces t

axes

and

sta

mp

dutie

s), o

r cha

nges

in th

e w

ay ta

x la

ws a

re in

terp

rete

d in

the

vario

us ju

risdi

ctio

ns in

whi

ch Q

ube

oper

ates

, may

im

pact

the

tax

liabi

litie

s of Q

ube.

In a

dditi

on, t

he a

bilit

y of

Qub

e to

obt

ain

the

bene

fit o

f exi

stin

g ta

x lo

sses

and

cla

im o

ther

ben

efic

ial t

ax a

ttrib

utes

will

dep

end

on fu

ture

circ

umst

ance

s an

d m

ay b

e ad

vers

ely

affe

cted

by

chan

ges

in o

wne

rshi

p, b

usin

ess

activ

ities

, lev

els o

f tax

able

inco

me

and

any

othe

r con

ditio

ns re

latin

g to

the

use

of th

e ta

x lo

sses

or o

ther

att

ribut

es in

the

juris

dict

ions

in w

hich

Qub

e op

erat

es. T

here

is a

pos

sibili

ty th

at th

e in

crea

sed

gove

rnm

ent e

xpen

ditu

re in

resp

onse

to th

e CO

VID-

19 c

ould

resu

lt in

incr

ease

d ta

xes i

n th

e fu

ture

.

Occ

upat

iona

l hea

lth a

nd sa

fety

If th

ere

wer

e to

be

a fa

ilure

by

Qub

e to

com

ply

with

the

appl

icab

le o

ccup

atio

nal h

ealth

and

saf

ety

legi

slativ

e re

quire

men

ts a

cros

s th

e ju

risdi

ctio

ns in

whi

ch Q

ube

oper

ates

, or a

failu

re b

y Q

ube

to ta

ke a

dequ

ate

step

s to

prot

ect i

ts w

orkf

orce

from

sust

aine

d ha

rm c

ause

d by

the

COVI

D-19

pan

dem

ic, t

here

is a

risk

that

non

-com

plia

nce

may

resu

lt in

fine

s, p

enal

ties

and/

or

com

pens

atio

n fo

r dam

ages

as w

ell a

s re

puta

tiona

l dam

age.

Qub

e’s

abili

ty to

miti

gate

thes

e ris

ks a

nd e

ffect

ivel

y re

spon

d to

hea

lth a

nd sa

fety

inci

dent

s m

ay b

e al

so im

paire

d by

rest

rictio

ns

on th

e m

ovem

ent o

f pro

duct

s an

d pe

rson

nel r

elat

ing

to th

e CO

VID-

19 p

ande

mic

.

Envi

ronm

enta

l ris

k

Nat

iona

l and

loca

l env

ironm

enta

l law

s and

regu

latio

ns m

ay a

ffect

ope

ratio

ns o

f Qub

e's

busin

esse

s. S

tand

ards

are

set b

y th

ese

law

s and

regu

latio

ns re

gard

ing

cert

ain

aspe

cts

of h

ealth

and

en

viro

nmen

tal q

ualit

y, a

nd th

ey p

rovi

de fo

r pen

altie

s an

d ot

her l

iabi

litie

s if s

uch

stan

dard

s ar

e br

each

ed, a

nd e

stab

lish,

in c

erta

in c

ircum

stan

ces,

obl

igat

ions

to re

med

iate

and

reha

bilit

ate

curr

ent a

nd fo

rmer

faci

litie

s and

loca

tions

whe

re o

pera

tions

are

, or w

ere,

con

duct

ed. Q

ube'

s bu

sines

ses

incu

r cos

ts to

com

ply

with

thes

e en

viro

nmen

tal l

aws a

nd re

gula

tions

and

in re

spec

t of

vio

latio

n of

them

, and

cha

nges

to su

ch la

ws a

nd re

gula

tions

, inc

ludi

ng c

hang

es to

ope

ratin

g lic

ence

con

ditio

ns, c

ould

resu

lt in

pen

altie

s an

d ot

her l

iabi

litie

s, w

hich

may

hav

e a

mat

eria

l ad

vers

e ef

fect

on

futu

re fi

nanc

ial p

erfo

rman

ce a

nd p

ositi

on.

Qub

e’s a

bilit

y to

miti

gate

thes

e ris

ks a

nd e

ffect

ivel

y re

spon

d to

any

env

ironm

enta

l inc

iden

ts m

ay b

e al

so im

paire

d by

rest

rictio

ns o

n th

e m

ovem

ent o

f pro

duct

s an

d pe

rson

nel r

elat

ing

to th

e CO

VID-

19 p

ande

mic

.

Cybe

r ris

k

The

failu

re o

f Qub

e's

info

rmat

ion

tech

nolo

gy s

yste

ms

and/

or se

curit

y co

uld

resu

lt in

fina

ncia

l los

s, d

isrup

tion

or d

amag

e to

the

repu

tatio

n of

the

busin

ess.

Thi

s risk

may

be

esca

late

d as

a

resu

lt of

CO

VID-

19 a

nd th

e in

crea

se in

rem

ote

wor

king

by

our s

taff

and

cont

ract

ors,

not

with

stan

ding

Qub

e’s

effo

rts t

o m

itiga

te th

is th

reat

.

Gov

ernm

ent p

olic

y an

d re

gula

tion

The

oper

atio

ns o

f Qub

e's

busin

esse

s de

pend

on

acce

ss to

infr

astr

uctu

re in

clud

ing

port

s, te

rmin

als

and

asso

ciat

ed in

fras

truc

ture

whi

ch is

subj

ect t

o go

vern

men

t pol

icy

and

lega

l and

re

gula

tory

ove

rsig

ht; i

nclu

ding

acc

ess,

acc

redi

tatio

n, o

pera

tiona

l, se

curit

y, ta

x (d

irect

and

indi

rect

), en

viro

nmen

tal a

nd in

dust

rial (

incl

udin

g oc

cupa

tiona

l hea

lth a

nd s

afet

y) re

gula

tion.

Ch

ange

s in

gov

ernm

ent p

olic

y an

d le

gal a

nd re

gula

tory

ove

rsig

ht m

ay h

ave

a m

ater

ial a

dver

se e

ffect

on

futu

re fi

nanc

ial p

erfo

rman

ce a

nd p

ositi

on.

AA

26

45

KKEE

YY RR

IISSKK

SS

QU

BE

RIS

KS

Tr

adin

g pr

ice

of Q

ube

shar

es a

nd g

ener

al ri

sks

asso

ciat

ed w

ith in

vest

men

ts in

equ

ity ca

pita

l

Ther

e ar

e ris

ks a

ssoc

iate

d w

ith a

ny s

hare

mar

ket i

nves

tmen

t. It

is im

port

ant t

o re

cogn

ise th

at s

hare

pric

es a

nd d

ivid

ends

mig

ht fa

ll or

rise

. Fac

tors

affe

ctin

g th

e op

erat

ing

and

finan

cial

pe

rfor

man

ce o

f Qub

e an

d th

e AS

X tr

adin

g pr

ice

of Q

ube

shar

es in

clud

e do

mes

tic a

nd in

tern

atio

nal e

cono

mic

con

ditio

ns a

nd o

utlo

ok, c

hang

es in

gov

ernm

ent f

iscal

, mon

etar

y an

d re

gula

tory

pol

icie

s, c

hang

es in

inte

rest

rate

s an

d in

flatio

n ra

tes,

the

anno

unce

men

t of n

ew te

chno

logi

es a

nd v

aria

tions

in g

ener

al m

arke

t con

ditio

ns, t

he im

pact

of C

OVI

D-19

, inc

ludi

ng

on h

ealth

of t

he w

orkf

orce

, the

indu

stry

, cus

tom

ers,

supp

ly c

hain

s an

d tr

avel

and

/or o

ther

con

ditio

ns in

clud

ing

mar

ket c

ondi

tions

whi

ch a

re s

peci

fic to

a p

artic

ular

indu

stry

, all

of w

hich

co

uld

be u

nrel

ated

to th

e fin

anci

al a

nd o

pera

ting

perf

orm

ance

of Q

ube,

and

ove

r whi

ch Q

ube

and

its d

irect

ors

have

lim

ited

or n

o co

ntro

l.

Ther

e ha

ve b

een

signi

fican

t flu

ctua

tions

and

vol

atili

ty in

the

pric

es o

f equ

ity s

ecur

ities

in re

cent

mon

ths,

whi

ch m

ay h

ave

been

cau

sed

by g

ener

al ra

ther

than

com

pany

-spe

cific

fact

ors,

in

clud

ing

the

gene

ral s

tate

of t

he e

cono

my,

the

resp

onse

to th

e CO

VID-

19 p

ande

mic

, inv

esto

r unc

erta

inty

, geo

-pol

itica

l mat

ters

, and

glo

bal h

ostil

ities

and

tens

ions

. In

part

icul

ar, t

he

COVI

D-19

pan

dem

ic h

as re

sulte

d in

sign

ifica

nt m

arke

t fal

ls an

d vo

latil

ity b

oth

in A

ustr

alia

, Chi

na, t

he U

S an

d el

sew

here

ove

rsea

s, in

clud

ing

in th

e pr

ices

of e

quity

sec

uriti

es. A

s det

aile

d ab

ove,

ther

e co

ntin

ues

to e

xist

con

sider

able

unc

erta

inty

as t

o th

e fu

rthe

r im

pact

of C

OVI

D-19

on

the

Aust

ralia

n an

d gl

obal

eco

nom

y an

d sh

are

mar

kets

incl

udin

g in

rela

tion

to

gove

rnm

enta

l act

ion,

wor

k st

oppa

ges,

uni

vers

ity a

nd s

choo

l sto

ppag

es, l

ockd

owns

, qua

rant

ines

, tra

vel r

estr

ictio

ns a

nd th

e im

pact

on

the

econ

omy

and

shar

e m

arke

ts. A

ny o

f the

se

even

ts a

nd re

sulti

ng fl

uctu

atio

ns m

ay m

ater

ially

adv

erse

ly im

pact

the

mar

ket p

rice

of Q

ube

shar

es.

Inve

stor

s sh

ould

also

not

e th

at th

e hi

stor

ic s

hare

pric

e pe

rfor

man

ce o

f Qub

e sh

ares

pro

vide

no

guid

ance

as t

o its

futu

re s

hare

pric

e pe

rfor

man

ce.

AA

27

46

28

Und

erw

ritin

g ris

k

The

Entit

lem

ent O

ffer i

s sub

ject

to a

rang

e of

con

ditio

ns a

nd te

rmin

atio

n ev

ents

set o

ut in

the

unde

rwrit

ing

agre

emen

t ent

ered

into

by

Qub

e an

d th

e U

nder

writ

ers o

n 30

Apr

il 20

20 (U

nder

writ

ing

Agre

emen

t).

If ce

rtai

n co

nditi

ons

are

not s

atisf

ied

or c

erta

in e

vent

s occ

ur, t

hen

each

Und

erw

riter

may

term

inat

e th

e U

nder

writ

ing

Agre

emen

t. Te

rmin

atio

n of

the

Und

erw

ritin

g Ag

reem

ent m

ay h

ave

an a

dver

se

impa

ct o

n th

e ab

ility

of Q

ube

to p

roce

ed w

ith th

e En

title

men

t Offe

r and

the

quan

tum

of f

unds

raise

d as

par

t of t

he E

ntitl

emen

t Offe

r. If

the

Und

erw

ritin

g Ag

reem

ent i

s ter

min

ated

by

eith

er o

r bot

h U

nder

writ

ers,

ther

e is

no g

uara

ntee

that

the

Entit

lem

ent O

ffer w

ill c

ontin

ue in

its c

urre

nt fo

rm o

r con

tinue

at a

ll. F

ailu

re to

raise

suffi

cien

t fun

ds u

nder

the

Entit

lem

ent O

ffer (

as a

resu

lt of

it n

ot

proc

eedi

ng o

r oth

erw

ise) c

ould

mat

eria

lly a

dver

sely

affe

ct Q

ube'

s bus

ines

s, c

ash

flow

, fin

anci

al c

ondi

tion

and

resu

lts o

f ope

ratio

ns.

Key

Term

s of U

nder

writ

ing

Agre

emen

t

Each

Und

erw

riter

's ob

ligat

ions

, inc

ludi

ng to

und

erw

rite

the

Entit

lem

ent O

ffer,

and

man

age

the

Entit

lem

ent O

ffer,

are

cond

ition

al o

n ce

rtai

n m

atte

rs, i

nclu

ding

sha

res b

eing

in a

vol

unta

ry

susp

ensio

n on

ASX

on

the

laun

ch d

ate,

ASX

regu

lato

ry a

ppro

vals,

as w

ell a

s the

tim

ely

deliv

ery

of th

e du

e di

ligen

ce q

uest

ionn

aire

and

due

dili

genc

e pr

oces

s mat

eria

ls an

d ce

rtai

n ot

her d

ocum

ents

.

As m

entio

ned,

if c

erta

in c

ondi

tions

are

not

satis

fied

or c

erta

in e

vent

s occ

ur, e

ach

Und

erw

riter

may

term

inat

e th

e U

nder

writ

ing

Agre

emen

t. Th

e ev

ents

whi

ch m

ay tr

igge

r ter

min

atio

n of

the

Und

erw

ritin

g Ag

reem

ent i

nclu

de (b

ut a

re n

ot li

mite

d to

) whe

re:

•th

e cl

eans

ing

stat

emen

t in

resp

ect o

f the

Ent

itlem

ent O

ffer i

s or b

ecom

es d

efec

tive

unde

r the

Cor

pora

tions

Act

;

•a

stat

emen

t con

tain

ed in

the

offe

r mat

eria

ls (in

clud

ing

but n

ot li

mite

d to

this

Inve

stor

Pre

sent

atio

n an

d al

l ASX

ann

ounc

emen

ts m

ade

in c

onne

ctio

n w

ith th

e En

title

men

t Offe

r) is

or b

ecom

es

misl

eadi

ng o

r dec

eptiv

e, o

r lik

ely

to m

islea

d or

dec

eive

in a

mat

eria

l res

pect

(whe

ther

by

omiss

ion

or o

ther

wise

);

•Q

ube

with

draw

s any

invi

tatio

ns to

app

ly fo

r Qub

e sh

ares

whi

ch a

re o

ffere

d fo

r sub

scrip

tion

purs

uant

to th

e En

title

men

t Offe

r und

er th

e of

fer m

ater

ials

or w

ithdr

aws a

ll or

par

t of t

he

Entit

lem

ent O

ffer;

•AS

IC a

pplie

s fo

r an

orde

r und

er c

erta

in p

rovi

sions

of t

he C

orpo

ratio

ns A

ct in

resp

ect o

f the

Ent

itlem

ent O

ffer o

r the

offe

r mat

eria

ls or

ASI

C co

mm

ence

s any

inve

stig

atio

n or

hea

ring

in re

latio

n to

th

e En

title

men

t Offe

r or t

he o

ffer m

ater

ials;

•un

cond

ition

al a

ppro

val (

or c

ondi

tiona

l app

rova

l pro

vide

d su

ch c

ondi

tion

wou

ld n

ot, i

n th

e re

ason

able

opi

nion

of t

he U

nder

writ

ers,

hav

e a

mat

eria

l adv

erse

effe

ct o

n th

e su

cces

s or s

ettle

men

t of

the

Entit

lem

ent O

ffer)

is re

fuse

d or

not

gra

nted

for q

uota

tion

of th

e N

ew S

hare

s prio

r to

thei

r sch

edul

ed s

ettle

men

t dat

e or

, if g

rant

ed, i

s sub

sequ

ently

with

draw

n, q

ualif

ied

or w

ithhe

ld;

•AS

X m

akes

any

offi

cial

sta

tem

ent o

r ind

icat

es to

Qub

e or

the

Und

erw

riter

s tha

t offi

cial

quo

tatio

n of

the

New

Sha

res w

ill n

ot b

e gr

ante

d;

AA

KKEE

YY RR

IISSKK

SS

OFF

ER

RIS

KS

47

29

Und

erw

ritin

g ris

k (c

ontin

ued)

•Q

ube

ceas

es to

be

adm

itted

to th

e of

ficia

l list

of t

he A

SX o

r Qub

e sh

ares

are

susp

ende

d fr

om tr

adin

g on

(oth

er th

an w

ith th

e w

ritte

n co

nsen

t of t

he U

nder

writ

ers)

, or c

ease

to b

e qu

oted

on,

AS

X (e

xclu

ding

a tr

adin

g ha

lt co

ntem

plat

ed b

y th

e U

nder

writ

ing

Agre

emen

t);

•an

y AS

X re

gula

tory

app

rova

l is w

ithdr

awn

or re

voke

d or

am

ende

d in

a m

ater

ially

adv

erse

par

ticul

ar, o

r a re

gula

tory

bod

y w

ithdr

aws o

r rev

okes

or a

men

ds a

ny re

gula

tory

app

rova

ls re

quire

d fo

r Q

ube

to p

erfo

rm it

s obl

igat

ions

und

er th

e U

nder

writ

ing

Agre

emen

t or t

o ca

rry

out t

he tr

ansa

ctio

ns c

onte

mpl

ated

by

the

offe

r mat

eria

ls;

•Q

ube

is pr

even

ted

from

issu

ing

the

New

Sha

res b

y th

e AS

X Li

stin

g Ru

les,

app

licab

le la

ws,

an

orde

r of a

cou

rt o

f com

pete

nt ju

risdi

ctio

n or

a g

over

nmen

t age

ncy;

•an

y ev

ent s

peci

fied

in th

e tim

etab

le fo

r the

Ent

itlem

ent O

ffer i

s del

ayed

by

mor

e th

an 1

bus

ines

s da

y in

resp

ect o

f the

inst

itutio

nal c

ompo

nent

of t

he E

ntitl

emen

t Offe

r and

mor

e th

an 2

bu

sines

s da

ys in

resp

ect o

f the

reta

il co

mpo

nent

of t

he E

ntitl

emen

t Offe

r, in

eac

h ca

se w

ithou

t the

prio

r writ

ten

appr

oval

of t

he U

nder

writ

ers;

•Q

ube

beco

mes

inso

lven

t or a

subs

idia

ry w

hich

repr

esen

ts 5

% o

r mor

e of

the

cons

olid

ated

ass

ets o

r ear

ning

s of t

he G

roup

bec

omes

inso

lven

t;

•an

obl

igat

ion

arise

s on

Qub

e to

giv

e AS

X a

notic

e of

new

circ

umst

ance

s;

•Q

ube

fails

to fu

rnish

a 'C

losin

g Ce

rtifi

cate

' in

acco

rdan

ce w

ith th

e U

nder

writ

ing

Agre

emen

t or a

‘Clo

sing

Cert

ifica

te’ f

urni

shed

by

Qub

e is

untr

ue, i

ncor

rect

or m

islea

ding

;

•Q

ube

or a

ny o

f its

dire

ctor

or o

ffice

rs e

ngag

e, o

r hav

e en

gage

d in

any

frau

dule

nt c

ondu

ct o

r act

ivity

(whe

ther

or n

ot in

con

nect

ion

with

the

Entit

lem

ent O

ffer)

;

•a

dire

ctor

of Q

ube

is ch

arge

d w

ith a

n in

dict

able

offe

nce

or d

isqua

lifie

d fr

om m

anag

ing

a co

rpor

atio

n, o

r a g

over

nmen

t age

ncy

com

men

ces a

ny p

ublic

act

ion

agai

nst Q

ube

or it

s dire

ctor

s in

thei

r ca

paci

ty a

s a d

irect

or o

f Qub

e or

ann

ounc

es th

at it

inte

nds

to ta

ke su

ch a

ctio

n;

AA

KKEE

YY RR

IISSKK

SS

OFF

ER

RIS

KS

48

30

Und

erw

ritin

g ris

k (c

ontin

ued)

•Q

ube

fails

to p

erfo

rm o

r obs

erve

any

of i

ts o

blig

atio

ns u

nder

the

Und

erw

ritin

g Ag

reem

ent,

an o

blig

atio

n of

Qub

e be

com

es in

capa

ble

of b

eing

per

form

ed o

r obs

erve

d or

unl

ikel

y to

be

perf

orm

ed o

r obs

erve

d by

the

requ

ired

time,

or a

repr

esen

tatio

n or

war

rant

y gi

ven

by Q

ube

prov

es to

be,

or h

as b

een,

or b

ecom

es, u

ntru

e, in

corr

ect o

r misl

eadi

ng;

•th

ere

is an

app

licat

ion

to a

gov

ernm

ent a

genc

y (w

hich

in th

e U

nder

writ

er’s

bon

a fid

e op

inio

n, is

a se

rious

act

ion

with

reas

onab

le p

rosp

ects

of s

ucce

ss) f

or a

ny o

rder

, dec

lara

tion

or o

ther

re

med

y, o

r a g

over

nmen

t age

ncy

com

men

ces a

ny o

ther

inve

stig

atio

n or

hea

ring

or a

nnou

nces

its i

nten

tion

to d

o so

, in

each

cas

e in

con

nect

ion

with

the

Entit

lem

ent O

ffer o

r any

agr

eem

ent

ente

red

into

in re

spec

t of t

he E

ntitl

emen

t Offe

r (or

any

par

t of i

t);

•th

ere

is in

trod

uced

, or t

here

is a

pub

lic a

nnou

ncem

ent o

f a p

ropo

sal t

o in

trod

uce,

into

the

Parli

amen

t of A

ustr

alia

, any

Sta

te o

r Ter

ritor

y of

Aus

tral

ia o

r New

Zea

land

(as a

pplic

able

), a

new

law

, th

e ef

fect

of w

hich

trig

gers

item

s (a)

or (

b) o

n th

is sli

de b

elow

;

•a

gove

rnm

ent a

genc

y, th

e Re

serv

e Ba

nk o

f Aus

tral

ia, a

ny M

inist

er o

f a F

eder

al, S

tate

or T

errit

ory

Gove

rnm

ent o

f Aus

tral

ia o

r New

Zea

land

(as a

pplic

able

) or a

ny F

eder

al o

r Sta

te a

utho

rity

of

Aust

ralia

or N

ew Z

eala

nd, a

dopt

s or a

nnou

nces

a p

ropo

sal t

o ad

opt a

new

pol

icy,

the

effe

ct o

f whi

ch tr

igge

rs it

ems (

a) o

r (b)

on

this

slide

bel

ow; o

r

•a

gene

ral m

orat

oriu

m o

n co

mm

erci

al b

anki

ng a

ctiv

ities

in A

ustr

alia

, Sin

gapo

re, H

ong

Kong

, the

Uni

ted

Stat

es o

r the

Uni

ted

King

dom

is d

ecla

red

in th

e re

leva

nt c

entr

al b

anki

ng a

utho

rity

in a

ny

of th

ose

coun

trie

s, o

r the

re is

a d

isrup

tion

in c

omm

erci

al b

anki

ng o

r sec

urity

sett

lem

ent o

r cle

aran

ce s

ervi

ces i

n an

y of

thos

e co

untr

ies,

or t

here

is a

susp

ensio

n or

mat

eria

l lim

itatio

n in

trad

ing

secu

ritie

s ge

nera

lly o

n th

e AS

X, Lo

ndon

Sto

ck E

xcha

nge,

Sin

gapo

re S

tock

Exc

hang

e, H

ong

Kong

Sto

ck E

xcha

nge

or th

e N

ew Y

ork

Stoc

k Ex

chan

ge.

The

abili

ty o

f an

Und

erw

riter

to te

rmin

ate

the

Und

erw

ritin

g Ag

reem

ent i

n re

spec

t of s

ome

even

ts w

ill d

epen

d on

whe

ther

, in

the

reas

onab

le o

pini

on o

f the

Und

erw

riter

, the

eve

nt:

•ha

s or i

s lik

ely

to h

ave

a m

ater

ial a

dver

se e

ffect

on

the

succ

ess,

mar

ketin

g or

sett

lem

ent o

f the

Ent

itlem

ent O

ffer o

r on

the

abili

ty o

f the

Und

erw

riter

s to

mar

ket,

prom

ote

or se

ttle

the

Entit

lem

ent O

ffer o

r the

will

ingn

ess

of in

vest

ors

to su

bscr

ibe

for N

ew S

hare

s; o

r

•ha

s giv

en o

r is l

ikel

y to

giv

e ris

e to

a c

ontr

aven

tion

by, o

r lia

bilit

y of

, the

Und

erw

riter

s or t

heir

affil

iate

s un

der,

the

Corp

orat

ions

Act

200

1 (C

th) o

r any

oth

er a

pplic

able

law

.

•Te

rmin

atio

n fo

r fai

lure

of m

eetin

g a

cond

ition

pre

cede

nt o

r due

to a

term

inat

ion

even

t occ

urrin

g w

ill d

ischa

rge

the

term

inat

ing

Und

erw

riter

and

Qub

e's o

blig

atio

n to

pay

to th

e te

rmin

atin

g U

nder

writ

ing

any

fees

whi

ch a

s at t

he d

ate

of te

rmin

atio

n ar

e no

t yet

pay

able

. If t

he re

mai

ning

Und

erw

riter

ele

cts t

o ta

ke u

p th

e rig

hts o

f the

term

inat

ing

Und

erw

riter

, Qub

e m

ust p

ay th

em

the

fees

that

wou

ld o

ther

wise

hav

e be

en p

ayab

le to

the

term

inat

ing

Und

erw

riter

.

For d

etai

ls of

fees

pay

able

to th

e U

nder

writ

ers,

see

the

Appe

ndix

3B

rele

ased

to A

SX o

n 30

Apr

il 20

20.

The

Com

pany

also

giv

es c

erta

in re

pres

enta

tions

, war

rant

ies a

nd u

nder

taki

ngs

to th

e U

nder

writ

er a

nd a

n in

dem

nity

to th

e U

nder

writ

er a

nd it

s affi

liate

s su

bjec

t to

cert

ain

carv

e-ou

ts.

AA

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YY RR

IISSKK

SS

OFF

ER

RIS

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49

31

Risk

of d

ilutio

n Yo

u sh

ould

also

not

e th

at if

you

do

not t

ake

up a

ll of

you

r ent

itlem

ent u

nder

the

Entit

lem

ent O

ffer,

then

you

r per

cent

age

secu

rity

hold

ing

in Q

ube

will

be

dilu

ted

by n

ot p

artic

ipat

ing

to th

e fu

ll ex

tent

in th

e En

title

men

t Offe

r. In

vest

ors m

ay a

lso h

ave

thei

r inv

estm

ent d

ilute

d by

futu

re c

apita

l rai

sings

by

Qub

e. Q

ube

may

issu

e ne

w se

curit

ies

in th

e fu

ture

to fi

nanc

e ac

quisi

tions

or p

ay d

own

debt

whi

ch m

ay, u

nder

cer

tain

circ

umst

ance

s, d

ilute

the

valu

e of

an

inve

stor

’s in

tere

st.

AA

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YY RR

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SS

OFF

ER

RIS

KS

50

32

AAPP

PPEE

NNDD

IIXX BB

:: IINN

TTEERR

NNAA

TTIIOO

NNAA

LL SS

EELLLL

IINNGG

RREE

SSTTRR

IICCTTII

OONN

SS

51

IINNTTEE

RRNN

AATTII

OONN

AALL

SSEE

LLLLIINN

GG RR

EESS

TTRRIICC

TTIIOO

NNSS

This

docu

men

t doe

s no

t con

stitu

te a

n of

fer o

f New

Sha

res o

f Qub

e in

any

juris

dict

ion

in w

hich

it w

ould

be

unla

wfu

l. In

par

ticul

ar, t

his

docu

men

t may

not

be

dist

ribut

ed to

any

per

son,

an

d th

e N

ew S

hare

s m

ay n

ot b

e of

fere

d or

sold

in th

e En

title

men

t Offe

r, in

any

cou

ntry

out

side

Aust

ralia

exc

ept t

o th

e ex

tent

per

mitt

ed b

elow

.

Cana

da (B

ritis

h Co

lum

bia,

Ont

ario

and

Que

bec p

rovi

nces

)

This

docu

men

t con

stitu

tes

an o

fferin

g of

New

Sha

res o

nly

in th

e Pr

ovin

ces

of B

ritish

Col

umbi

a, O

ntar

io a

nd Q

uebe

c (t

he P

rovi

nces

) and

to th

ose

pers

ons

to w

hom

they

may

be

law

fully

di

strib

uted

in th

e Pr

ovin

ces,

and

onl

y by

per

sons

per

mitt

ed to

sell

such

New

Sha

res.

Thi

s doc

umen

t is n

ot, a

nd u

nder

no

circ

umst

ance

s is

to b

e co

nstr

ued

as, a

n ad

vert

isem

ent o

r a

publ

ic o

fferin

g of

secu

ritie

s in

the

Prov

ince

s. T

his d

ocum

ent m

ay o

nly

be d

istrib

uted

in th

e Pr

ovin

ces

to p

erso

ns th

at a

re "

accr

edite

d in

vest

ors"

with

in th

e m

eani

ng o

f NI 4

5-10

6 –

Pros

pect

us E

xem

ptio

ns, o

f the

Can

adia

n Se

curit

ies

Adm

inist

rato

rs.

No

secu

ritie

s co

mm

issio

n or

sim

ilar a

utho

rity

in th

e Pr

ovin

ces

has

revi

ewed

or i

n an

y w

ay p

asse

d up

on th

is do

cum

ent,

the

mer

its o

f the

New

Sha

res

or th

e of

ferin

g of

New

Sha

res a

nd

any

repr

esen

tatio

n to

the

cont

rary

is a

n of

fenc

e.

No

pros

pect

us h

as b

een,

or w

ill b

e, fi

led

in th

e Pr

ovin

ces

with

resp

ect t

o th

e of

ferin

g of

New

Sha

res

or th

e re

sale

of s

uch

secu

ritie

s. A

ny p

erso

n in

the

Prov

ince

s la

wfu

lly p

artic

ipat

ing

in

the

offe

r will

not

rece

ive

the

info

rmat

ion,

lega

l rig

hts

or p

rote

ctio

ns th

at w

ould

be

affo

rded

had

a p

rosp

ectu

s be

en fi

led

and

rece

ipte

d by

the

secu

ritie

s re

gula

tor i

n th

e ap

plic

able

Pr

ovin

ce. F

urth

erm

ore,

any

resa

le o

f the

New

Sha

res

in th

e Pr

ovin

ces

mus

t be

mad

e in

acc

orda

nce

with

app

licab

le C

anad

ian

secu

ritie

s la

ws

whi

ch m

ay re

quire

resa

les

to b

e m

ade

in

acco

rdan

ce w

ith e

xem

ptio

ns fr

om d

eale

r reg

istra

tion

and

pros

pect

us re

quire

men

ts. T

hese

resa

le re

stric

tions

may

in s

ome

circ

umst

ance

s ap

ply

to re

sale

s of

the

New

Sha

res

outs

ide

Cana

da a

nd, a

s a re

sult,

Can

adia

n pu

rcha

sers

sho

uld

seek

lega

l adv

ice

prio

r to

any

resa

le o

f the

New

Sha

res.

Qub

e as

wel

l as

its d

irect

ors

and

offic

ers

may

be

loca

ted

outs

ide

Cana

da a

nd, a

s a re

sult,

it m

ay n

ot b

e po

ssib

le fo

r pur

chas

ers

to e

ffect

serv

ice

of p

roce

ss w

ithin

Can

ada

upon

the

Com

pany

or i

ts d

irect

ors

or o

ffice

rs. A

ll or

a su

bsta

ntia

l por

tion

of th

e as

sets

of Q

ube

and

such

per

sons

may

be

loca

ted

outs

ide

Cana

da a

nd, a

s a re

sult,

it m

ay n

ot b

e po

ssib

le to

satis

fy

a ju

dgm

ent a

gain

st Q

ube

or su

ch p

erso

ns in

Can

ada

or to

enf

orce

a ju

dgm

ent o

btai

ned

in C

anad

ian

cour

ts a

gain

st Q

ube

or su

ch p

erso

ns o

utsid

e Ca

nada

.

Any

finan

cial

info

rmat

ion

cont

aine

d in

this

docu

men

t has

bee

n pr

epar

ed in

acc

orda

nce

with

Aus

tral

ian

Acco

untin

g St

anda

rds

and

also

com

ply

with

Inte

rnat

iona

l Fin

anci

al R

epor

ting

Stan

dard

s an

d in

terp

reta

tions

issu

ed b

y th

e In

tern

atio

nal A

ccou

ntin

g St

anda

rds

Boar

d. U

nles

s st

ated

oth

erw

ise, a

ll do

llar a

mou

nts

cont

aine

d in

this

docu

men

t are

in A

ustr

alia

n do

llars

.

BB

33

52

IINNTTEE

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AATTII

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SSEE

LLLLIINN

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Stat

utor

y rig

hts o

f act

ion

for d

amag

es a

nd re

sciss

ion

Secu

ritie

s le

gisla

tion

in c

erta

in o

f the

Pro

vinc

es m

ay p

rovi

de p

urch

aser

s w

ith, i

n ad

ditio

n to

any

oth

er ri

ghts

they

may

hav

e at

law

, rig

hts

of re

sciss

ion

or to

dam

ages

, or b

oth,

whe

n an

of

ferin

g m

emor

andu

m th

at is

del

iver

ed to

pur

chas

ers

cont

ains

a m

isrep

rese

ntat

ion.

The

se ri

ghts

and

rem

edie

s m

ust b

e ex

erci

sed

with

in p

resc

ribed

tim

e lim

its a

nd a

re su

bjec

t to

the

defe

nses

con

tain

ed in

app

licab

le s

ecur

ities

legi

slatio

n. P

rosp

ectiv

e pu

rcha

sers

sho

uld

refe

r to

the

appl

icab

le p

rovi

sions

of t

he s

ecur

ities

legi

slatio

n of

thei

r res

pect

ive

Prov

ince

for t

he

part

icul

ars

of th

ese

right

s or

con

sult

with

a le

gal a

dvise

r.

The

follo

win

g is

a su

mm

ary

of th

e st

atut

ory

right

s of

resc

issio

n or

to d

amag

es, o

r bot

h, a

vaila

ble

to p

urch

aser

s in

Ont

ario

. In

Ont

ario

, eve

ry p

urch

aser

of t

he N

ew S

hare

s pur

chas

ed

purs

uant

to th

is do

cum

ent (

othe

r tha

n (a

) a "C

anad

ian

finan

cial

inst

itutio

n" o

r a "S

ched

ule

III b

ank"

(eac

h as

def

ined

in N

I 45-

106)

, (b)

the

Busin

ess

Deve

lopm

ent B

ank

of C

anad

a or

(c) a

su

bsid

iary

of a

ny p

erso

n re

ferr

ed to

in (a

) or (

b) a

bove

, if t

he p

erso

n ow

ns a

ll th

e vo

ting

secu

ritie

s of

the

subs

idia

ry, e

xcep

t the

vot

ing

secu

ritie

s re

quire

d by

law

to b

e ow

ned

by th

e di

rect

ors

of th

at su

bsid

iary

) sha

ll ha

ve a

stat

utor

y rig

ht o

f act

ion

for d

amag

es a

nd/o

r res

ciss

ion

agai

nst Q

ube

if th

is do

cum

ent o

r any

am

endm

ent t

here

to c

onta

ins

a m

isrep

rese

ntat

ion.

If

a pu

rcha

ser e

lect

s to

exe

rcise

the

right

of a

ctio

n fo

r res

ciss

ion,

the

purc

hase

r will

hav

e no

righ

t of a

ctio

n fo

r dam

ages

aga

inst

Qub

e. T

his r

ight

of a

ctio

n fo

r res

ciss

ion

or d

amag

es is

in

addi

tion

to a

nd w

ithou

t der

ogat

ion

from

any

oth

er ri

ght t

he p

urch

aser

may

hav

e at

law

. In

par

ticul

ar, S

ectio

n 13

0.1

of th

e Se

curit

ies

Act (

Ont

ario

) pro

vide

s th

at, i

f thi

s do

cum

ent

cont

ains

a m

isrep

rese

ntat

ion,

a p

urch

aser

who

pur

chas

es th

e N

ew S

hare

s dur

ing

the

perio

d of

dist

ribut

ion

shal

l be

deem

ed to

hav

e re

lied

on th

e m

isrep

rese

ntat

ion

if it

was

a

misr

epre

sent

atio

n at

the

time

of p

urch

ase

and

has a

righ

t of a

ctio

n fo

r dam

ages

or,

alte

rnat

ivel

y, m

ay e

lect

to e

xerc

ise a

righ

t of r

esci

ssio

n ag

ains

t Qub

e, p

rovi

ded

that

(a) Q

ube

will

no

t be

liabl

e if

it pr

oves

that

the

purc

hase

r pur

chas

ed th

e N

ew S

hare

s w

ith k

now

ledg

e of

the

misr

epre

sent

atio

n; (b

) in

an a

ctio

n fo

r dam

ages

, Qub

e is

not l

iabl

e fo

r all

or a

ny p

ortio

n of

th

e da

mag

es th

at Q

ube

prov

es d

oes

not r

epre

sent

the

depr

ecia

tion

in v

alue

of t

he N

ew S

hare

s as a

resu

lt of

the

misr

epre

sent

atio

n re

lied

upon

; and

(c) i

n no

cas

e sh

all t

he a

mou

nt

reco

vera

ble

exce

ed th

e pr

ice

at w

hich

the

New

Sha

res w

ere

offe

red.

Sect

ion

138

of th

e Se

curit

ies A

ct (O

ntar

io) p

rovi

des

that

no

actio

n sh

all b

e co

mm

ence

d to

enf

orce

thes

e rig

hts

mor

e th

an (a

) in

the

case

of a

ny a

ctio

n fo

r res

ciss

ion,

180

day

s af

ter t

he

date

of t

he tr

ansa

ctio

n th

at g

ave

rise

to th

e ca

use

of a

ctio

n or

(b) i

n th

e ca

se o

f any

act

ion,

oth

er th

an a

n ac

tion

for r

esci

ssio

n, th

e ea

rlier

of (

i) 18

0 da

ys a

fter

the

purc

hase

r firs

t had

kn

owle

dge

of th

e fa

ct g

ivin

g ris

e to

the

caus

e of

act

ion

or (i

i) th

ree

year

s aft

er th

e da

te o

f the

tran

sact

ion

that

gav

e ris

e to

the

caus

e of

act

ion.

The

se ri

ghts

are

in a

dditi

on to

and

not

in

dero

gatio

n fr

om a

ny o

ther

righ

t the

pur

chas

er m

ay h

ave.

Cert

ain

Cana

dian

inco

me

tax

cons

ider

atio

ns. P

rosp

ectiv

e pu

rcha

sers

of t

he N

ew S

hare

s sho

uld

cons

ult t

heir

own

tax

advi

ser w

ith re

spec

t to

any

taxe

s pay

able

in c

onne

ctio

n w

ith th

e ac

quisi

tion,

hol

ding

or d

ispos

ition

of t

he N

ew S

hare

s as

any

disc

ussio

n of

taxa

tion

rela

ted

mat

ters

in th

is do

cum

ent i

s not

a c

ompr

ehen

sive

desc

riptio

n an

d th

ere

are

a nu

mbe

r of

subs

tant

ive

Cana

dian

tax

com

plia

nce

requ

irem

ents

for i

nves

tors

in th

e Pr

ovin

ces.

Lang

uage

of d

ocum

ents

in C

anad

a. U

pon

rece

ipt o

f thi

s do

cum

ent,

each

inve

stor

in C

anad

a he

reby

con

firm

s th

at it

has

exp

ress

ly re

ques

ted

that

all

docu

men

ts e

vide

ncin

g or

rela

ting

in

any

way

to th

e sa

le o

f the

New

Sha

res

(incl

udin

g fo

r gre

ater

cer

tain

ty a

ny p

urch

ase

conf

irmat

ion

or a

ny n

otic

e) b

e dr

awn

up in

the

Engl

ish la

ngua

ge o

nly.

Par

la ré

cept

ion

de c

e do

cum

ent,

chaq

ue in

vest

isseu

r can

adie

n co

nfirm

e pa

r les

pré

sent

es q

u’il

a ex

pres

sém

ent e

xigé

que

tous

les d

ocum

ents

faisa

nt fo

i ou

se ra

ppor

tant

de

quel

que

man

ière

que

ce so

it à

la

vent

e de

s val

eurs

mob

ilièr

es d

écrit

es a

ux p

rése

ntes

(inc

luan

t, po

ur p

lus d

e ce

rtitu

de, t

oute

conf

irmat

ion

d’ac

hat o

u to

ut a

vis)

soie

nt ré

digé

s en

angl

ais s

eule

men

t.

BB

34

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IINNTTEE

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SSEE

LLLLIINN

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TTRRIICC

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NNSS

Euro

pean

Uni

on

This

docu

men

t has

not

bee

n, a

nd w

ill n

ot b

e, re

gist

ered

with

or a

ppro

ved

by a

ny s

ecur

ities

regu

lato

r in

the

Euro

pean

Uni

on. A

ccor

ding

ly, t

his

docu

men

t may

not

be

mad

e av

aila

ble,

nor

m

ay th

e N

ew S

hare

s be

offe

red

for s

ale,

in th

e Eu

rope

an U

nion

exc

ept i

n ci

rcum

stan

ces

that

do

not r

equi

re a

pro

spec

tus

unde

r Art

icle

1(4

) of R

egul

atio

n (E

U) 2

017/

1129

of t

he

Euro

pean

Par

liam

ent a

nd th

e Co

unci

l of t

he E

urop

ean

Uni

on (t

he "P

rosp

ectu

s Re

gula

tion"

).

In a

ccor

danc

e w

ith A

rtic

le 1

(4)(a

) of t

he P

rosp

ectu

s Re

gula

tion,

an

offe

r of N

ew S

hare

s in

the

Euro

pean

Uni

on is

lim

ited

to p

erso

ns w

ho a

re "

qual

ified

inve

stor

s" (a

s def

ined

in A

rtic

le

2(e)

of t

he P

rosp

ectu

s Re

gula

tion)

.

Hon

g Ko

ng

WAR

NIN

G: T

his d

ocum

ent h

as n

ot b

een,

and

will

not

be,

regi

ster

ed a

s a p

rosp

ectu

s un

der t

he C

ompa

nies

(Win

ding

Up

and

Misc

ella

neou

s Pr

ovisi

ons)

Ord

inan

ce (C

ap. 3

2) o

f Hon

g Ko

ng,

nor h

as it

bee

n au

thor

ised

by th

e Se

curit

ies

and

Futu

res C

omm

issio

n in

Hon

g Ko

ng p

ursu

ant t

o th

e Se

curit

ies

and

Futu

res O

rdin

ance

(Cap

. 571

) of t

he L

aws

of H

ong

Kong

(the

"SFO

").

No

actio

n ha

s bee

n ta

ken

in H

ong

Kong

to a

utho

rise

or re

gist

er th

is do

cum

ent o

r to

perm

it th

e di

strib

utio

n of

this

docu

men

t or a

ny d

ocum

ents

issu

ed in

con

nect

ion

with

it. A

ccor

ding

ly,

the

New

Sha

res

have

not

bee

n an

d w

ill n

ot b

e of

fere

d or

sold

in H

ong

Kong

oth

er th

an to

"pr

ofes

siona

l inv

esto

rs"

(as d

efin

ed in

the

SFO

and

any

rule

s m

ade

unde

r tha

t ord

inan

ce).

No

adve

rtise

men

t, in

vita

tion

or d

ocum

ent r

elat

ing

to th

e N

ew S

hare

s has

bee

n or

will

be

issue

d, o

r has

bee

n or

will

be

in th

e po

sses

sion

of a

ny p

erso

n fo

r the

pur

pose

of i

ssue

, in

Hong

Ko

ng o

r else

whe

re th

at is

dire

cted

at,

or th

e co

nten

ts o

f whi

ch a

re li

kely

to b

e ac

cess

ed o

r rea

d by

, the

pub

lic o

f Hon

g Ko

ng (e

xcep

t if p

erm

itted

to d

o so

und

er th

e se

curit

ies

law

s of

Ho

ng K

ong)

oth

er th

an w

ith re

spec

t to

New

Sha

res t

hat a

re o

r are

inte

nded

to b

e di

spos

ed o

f onl

y to

per

sons

out

side

Hong

Kon

g or

onl

y to

pro

fess

iona

l inv

esto

rs. N

o pe

rson

allo

tted

N

ew S

hare

s may

sell,

or o

ffer t

o se

ll, s

uch

secu

ritie

s in

circ

umst

ance

s th

at a

mou

nt to

an

offe

r to

the

publ

ic in

Hon

g Ko

ng w

ithin

six

mon

ths

follo

win

g th

e da

te o

f iss

ue o

f suc

h se

curit

ies.

The

cont

ents

of t

his

docu

men

t hav

e no

t bee

n re

view

ed b

y an

y Ho

ng K

ong

regu

lato

ry a

utho

rity.

You

are

adv

ised

to e

xerc

ise c

autio

n in

rela

tion

to th

e of

fer.

If yo

u ar

e in

dou

bt a

bout

any

co

nten

ts o

f thi

s do

cum

ent,

you

shou

ld o

btai

n in

depe

nden

t pr

ofes

siona

l adv

ice.

BB

35

54

IINNTTEE

RRNN

AATTII

OONN

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SSEE

LLLLIINN

GG RR

EESS

TTRRIICC

TTIIOO

NNSS

New

Zea

land

This

docu

men

t has

not

bee

n re

gist

ered

, file

d w

ith o

r app

rove

d by

any

New

Zea

land

regu

lato

ry a

utho

rity

unde

r the

Fin

anci

al M

arke

ts C

ondu

ct A

ct 2

013

(the

FM

C Ac

t).

The

New

Sha

res a

re n

ot b

eing

offe

red

to th

e pu

blic

with

in N

ew Z

eala

nd o

ther

than

to e

xist

ing

shar

ehol

ders

of Q

ube

with

regi

ster

ed a

ddre

sses

in N

ew Z

eala

nd to

who

m th

e of

fer o

f th

ese

secu

ritie

s is

bein

g m

ade

in re

lianc

e on

the

FMC

Act a

nd th

e Fi

nanc

ial M

arke

ts C

ondu

ct (I

ncid

enta

l Offe

rs) E

xem

ptio

n N

otic

e 20

16.

Oth

er th

an in

the

Entit

lem

ent O

ffer,

the

New

Sha

res m

ay o

nly

be o

ffere

d or

sold

in N

ew Z

eala

nd (o

r allo

tted

with

a v

iew

to b

eing

offe

red

for s

ale

in N

ew Z

eala

nd) t

o a

pers

on w

ho:

• is

an in

vest

men

t bus

ines

s w

ithin

the

mea

ning

of c

laus

e 37

of S

ched

ule

1 of

the

FMC

Act;

• m

eets

the

inve

stm

ent a

ctiv

ity c

riter

ia s

peci

fied

in c

laus

e 38

of S

ched

ule

1 of

the

FMC

Act;

• is

larg

e w

ithin

the

mea

ning

of c

laus

e 39

of S

ched

ule

1 of

the

FMC

Act;

• is

a go

vern

men

t age

ncy

with

in th

e m

eani

ng o

f cla

use

40 o

f Sch

edul

e 1

of th

e FM

C Ac

t; or

• is

an e

ligib

le in

vest

or w

ithin

the

mea

ning

of c

laus

e 41

of S

ched

ule

1 of

the

FMC

Act.

Nor

way

This

docu

men

t has

not

bee

n ap

prov

ed b

y, o

r reg

ister

ed w

ith, a

ny N

orw

egia

n se

curit

ies

regu

lato

r und

er th

e N

orw

egia

n Se

curit

ies

Trad

ing

Act o

f 29

June

200

7. A

ccor

ding

ly, t

his

docu

men

t sha

ll no

t be

deem

ed to

con

stitu

te a

n of

fer t

o th

e pu

blic

in N

orw

ay w

ithin

the

mea

ning

of t

he N

orw

egia

n Se

curit

ies

Trad

ing

Act o

f 200

7.

The

New

Sha

res m

ay n

ot b

e of

fere

d or

sold

, dire

ctly

or i

ndire

ctly

, in

Nor

way

exc

ept t

o "p

rofe

ssio

nal c

lient

s" (a

s def

ined

in N

orw

egia

n Se

curit

ies

Regu

latio

n of

29

June

200

7 no

. 876

and

in

clud

ing

non-

prof

essio

nal c

lient

s ha

ving

met

the

crite

ria fo

r bei

ng d

eem

ed to

be

prof

essio

nal a

nd fo

r whi

ch a

n in

vest

men

t firm

has

wai

ved

the

prot

ectio

n as

non

-pro

fess

iona

l in

acco

rdan

ce w

ith th

e pr

oced

ures

in th

is re

gula

tion)

.

BB

36

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This

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men

t and

any

oth

er m

ater

ials

rela

ting

to th

e N

ew S

hare

s hav

e no

t bee

n, a

nd w

ill n

ot b

e, lo

dged

or r

egist

ered

as a

pro

spec

tus

in S

inga

pore

with

the

Mon

etar

y Au

thor

ity o

f Si

ngap

ore.

Acc

ordi

ngly

, thi

s do

cum

ent a

nd a

ny o

ther

doc

umen

t or m

ater

ials

in c

onne

ctio

n w

ith th

e of

fer o

r sal

e, o

r inv

itatio

n fo

r sub

scrip

tion

or p

urch

ase,

of N

ew S

hare

s, m

ay n

ot b

e iss

ued,

circ

ulat

ed o

r dist

ribut

ed, n

or m

ay th

e N

ew S

hare

s be

offe

red

or so

ld, o

r be

mad

e th

e su

bjec

t of a

n in

vita

tion

for s

ubsc

riptio

n or

pur

chas

e, w

heth

er d

irect

ly o

r ind

irect

ly, t

o pe

rson

s in

Sin

gapo

re e

xcep

t pur

suan

t to

and

in a

ccor

danc

e w

ith e

xem

ptio

ns in

Sub

divi

sion

(4) D

ivisi

on 1

, Par

t XIII

of t

he S

ecur

ities

and

Fut

ures

Act

, Cha

pter

289

of S

inga

pore

(the

SFA

), or

as o

ther

wise

pur

suan

t to,

and

in a

ccor

danc

e w

ith th

e co

nditi

ons

of a

ny o

ther

app

licab

le p

rovi

sions

of t

he S

FA.

This

docu

men

t has

bee

n gi

ven

to y

ou o

n th

e ba

sis th

at y

ou a

re (i

) an

exist

ing

hold

er o

f Qub

e sh

ares

, (ii)

an

"inst

itutio

nal i

nves

tor"

(as d

efin

ed in

the

SFA)

or (

iii) a

n "a

ccre

dite

d in

vest

or"

(as d

efin

ed in

the

SFA)

. In

the

even

t tha

t you

are

not

an

inve

stor

falli

ng w

ithin

any

of t

he c

ateg

orie

s se

t out

abo

ve, p

leas

e re

turn

this

docu

men

t im

med

iate

ly. Y

ou m

ay n

ot fo

rwar

d or

ci

rcul

ate

this

docu

men

t to

any

othe

r per

son

in S

inga

pore

.

Any

offe

r is

not m

ade

to y

ou w

ith a

vie

w to

the

New

Sha

res b

eing

sub

sequ

ently

offe

red

for s

ale

to a

ny o

ther

par

ty. T

here

are

on-

sale

rest

rictio

ns in

Sin

gapo

re th

at m

ay b

e ap

plic

able

to

inve

stor

s w

ho a

cqui

re N

ew S

hare

s. A

s suc

h, in

vest

ors

are

advi

sed

to a

cqua

int t

hem

selv

es w

ith th

e SF

A pr

ovisi

ons

rela

ting

to re

sale

rest

rictio

ns in

Sin

gapo

re a

nd c

ompl

y ac

cord

ingl

y.

Switz

erla

nd

The

New

Sha

res m

ay n

ot b

e pu

blic

ly o

ffere

d in

Sw

itzer

land

and

will

not

be

liste

d on

the

SIX

Swiss

Exc

hang

e or

on

any

othe

r sto

ck e

xcha

nge

or re

gula

ted

trad

ing

faci

lity

in S

witz

erla

nd.

Nei

ther

this

docu

men

t nor

any

oth

er o

fferin

g or

mar

ketin

g m

ater

ial r

elat

ing

to th

e N

ew S

hare

s con

stitu

tes

a pr

ospe

ctus

or a

sim

ilar n

otic

e, a

s suc

h te

rms a

re u

nder

stoo

d un

der a

rt. 3

5 of

the

Swiss

Fin

anci

al S

ervi

ces

Act o

r the

list

ing

rule

s of

any

sto

ck e

xcha

nge

or re

gula

ted

trad

ing

faci

lity

in S

witz

erla

nd.

Nei

ther

this

docu

men

t nor

any

oth

er o

fferin

g or

mar

ketin

g m

ater

ial r

elat

ing

to th

e N

ew S

hare

s may

be

publ

icly

dist

ribut

ed o

r oth

erw

ise m

ade

publ

icly

ava

ilabl

e in

Sw

itzer

land

. The

N

ew S

hare

s will

onl

y be

offe

red

to in

vest

ors

who

qua

lify

as "p

rofe

ssio

nal c

lient

s" (a

s def

ined

in th

e Sw

iss F

inan

cial

Ser

vice

s Ac

t). T

his d

ocum

ent i

s pe

rson

al to

the

reci

pien

t and

not

for

gene

ral c

ircul

atio

n in

Sw

itzer

land

.

No

offe

ring

or m

arke

ting

mat

eria

l rel

atin

g to

the

New

Sha

res h

as b

een,

nor

will

be,

file

d w

ith o

r app

rove

d by

any

Sw

iss re

gula

tory

aut

horit

y or

aut

horis

ed re

view

bod

y. In

par

ticul

ar,

this

docu

men

t will

not

be

filed

with

, and

the

offe

r of N

ew S

hare

s will

not

be

supe

rvise

d by

, the

Sw

iss F

inan

cial

Mar

ket S

uper

viso

ry A

utho

rity

(FIN

MA)

.

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Uni

ted

Arab

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irate

s

This

docu

men

t doe

s no

t con

stitu

te a

pub

lic o

ffer o

f sec

uriti

es in

the

Uni

ted

Arab

Em

irate

s and

the

New

Sha

res m

ay n

ot b

e of

fere

d or

sold

, dire

ctly

or i

ndire

ctly

, to

the

publ

ic in

the

UAE

. N

eith

er th

is do

cum

ent n

or th

e N

ew S

hare

s hav

e be

en a

ppro

ved

by th

e Se

curit

ies

and

Com

mod

ities

Aut

horit

y (S

CA) o

r any

oth

er a

utho

rity

in th

e U

AE.

This

docu

men

t may

be

dist

ribut

ed in

the

UAE

onl

y to

“qu

alifi

ed in

vest

ors”

(as d

efin

ed in

the

SCA

Boar

d of

Dire

ctor

s' Ch

airm

an D

ecisi

on N

o. 3

7 RM

of 2

019,

as a

men

ded)

and

may

not

be

prov

ided

to a

ny p

erso

n ot

her t

han

the

orig

inal

reci

pien

t. N

o m

arke

ting

of th

e N

ew S

hare

s has

bee

n, o

r will

be,

mad

e fr

om w

ithin

the

UAE

oth

er th

an in

com

plia

nce

with

the

law

s of

the

UAE

and

no

subs

crip

tion

for a

ny s

ecur

ities

may

be

cons

umm

ated

with

in th

e U

AE.

No

offe

r or i

nvita

tion

to su

bscr

ibe

for N

ew S

hare

s is

valid

, or p

erm

itted

from

any

per

son,

in th

e Ab

u Dh

abi G

loba

l Mar

ket o

r the

Dub

ai In

tern

atio

nal F

inan

cial

Cen

tre.

Uni

ted

King

dom

Nei

ther

this

docu

men

t nor

any

oth

er d

ocum

ent r

elat

ing

to th

e of

fer h

as b

een

deliv

ered

for a

ppro

val t

o th

e Fi

nanc

ial C

ondu

ct A

utho

rity

in th

e U

nite

d Ki

ngdo

m a

nd n

o pr

ospe

ctus

(w

ithin

the

mea

ning

of s

ectio

n 85

of t

he F

inan

cial

Ser

vice

s an

d M

arke

ts A

ct 2

000,

as a

men

ded

(FSM

A)) h

as b

een

publ

ished

or i

s in

tend

ed to

be

publ

ished

in re

spec

t of t

he N

ew S

hare

s.

The

New

Sha

res m

ay n

ot b

e of

fere

d or

sold

in th

e U

nite

d Ki

ngdo

m b

y m

eans

of t

his

docu

men

t or a

ny o

ther

doc

umen

t, ex

cept

in c

ircum

stan

ces

that

do

not r

equi

re th

e pu

blic

atio

n of

a

pros

pect

us u

nder

sec

tion

86(1

) of t

he F

SMA.

Thi

s doc

umen

t is i

ssue

d on

a c

onfid

entia

l bas

is in

the

Uni

ted

King

dom

to "q

ualif

ied

inve

stor

s" (w

ithin

the

mea

ning

of A

rtic

le 2

(e) o

f the

Pr

ospe

ctus

Reg

ulat

ion

(201

7/11

29/E

U),

repl

acin

g se

ctio

n 86

(7) o

f the

FSM

A). T

his d

ocum

ent m

ay n

ot b

e di

strib

uted

or r

epro

duce

d, in

who

le o

r in

part

, nor

may

its

cont

ents

be

disc

lose

d by

reci

pien

ts, t

o an

y ot

her p

erso

n in

the

Uni

ted

King

dom

.

Any

invi

tatio

n or

indu

cem

ent t

o en

gage

in in

vest

men

t act

ivity

(with

in th

e m

eani

ng o

f sec

tion

21 o

f the

FSM

A) re

ceiv

ed in

con

nect

ion

with

the

issue

or s

ale

of th

e N

ew S

hare

s has

onl

y be

en c

omm

unic

ated

or c

ause

d to

be

com

mun

icat

ed a

nd w

ill o

nly

be c

omm

unic

ated

or c

ause

d to

be

com

mun

icat

ed in

the

Uni

ted

King

dom

in c

ircum

stan

ces

in w

hich

sec

tion

21(1

) of

the

FSM

A do

es n

ot a

pply

to Q

ube.

In th

e U

nite

d Ki

ngdo

m, t

his

docu

men

t is b

eing

dist

ribut

ed o

nly

to, a

nd is

dire

cted

at,

pers

ons

(i) w

ho h

ave

prof

essio

nal e

xper

ienc

e in

mat

ters

rela

ting

to in

vest

men

ts fa

lling

with

in

Artic

le 1

9(5)

(inv

estm

ent p

rofe

ssio

nals)

of t

he F

inan

cial

Ser

vice

s an

d M

arke

ts A

ct 2

000

(Fin

anci

al P

rom

otio

ns) O

rder

200

5 ("

FPO

"), (

ii) w

ho fa

ll w

ithin

the

cate

gorie

s of

per

sons

refe

rred

to

in A

rtic

le 4

9(2)

(a) t

o (d

) (hi

gh n

et w

orth

com

pani

es, u

ninc

orpo

rate

d as

soci

atio

ns, e

tc.)

of th

e FP

O o

r (iii

) to

who

m it

may

oth

erw

ise b

e la

wfu

lly c

omm

unic

ated

(tog

ethe

r "re

leva

nt

pers

ons"

). Th

e in

vest

men

t to

whi

ch th

is do

cum

ent r

elat

es is

ava

ilabl

e on

ly to

rele

vant

per

sons

. Any

per

son

who

is n

ot a

rele

vant

per

son

shou

ld n

ot a

ct o

r rel

y on

this

docu

men

t.

BB

38

57

1 May 2020 ASX Announcement

QUBE SUCCESSFULLY COMPLETES INSTITUTIONAL ENTITLEMENT OFFER Qube Holdings Limited (“Qube”) is pleased to announce the successful completion of the institutional component (“Institutional Entitlement Offer”) of its fully underwritten 1 for 6.35 accelerated pro-rata non-renounceable entitlement offer (“Entitlement Offer”) that was announced on Thursday, 30 April 2020. The Institutional Entitlement Offer raised approximately $264 million at $1.95 per share (“Offer Price”). It was extremely well supported by institutional shareholders with take-up of approximately 99.3% by eligible institutional shareholders (excluding Canada Pension Plan Investment Board who did not participate). There was overwhelming demand from both existing Qube shareholders and new institutional investors for the balance of the institutional component, comprising renounced entitlements and entitlements attributable to ineligible shareholders. Qube Managing Director, Maurice James said “We are pleased by the strong support shown by existing investors and other institutional investors for the offer. We see the success of the offer as a clear endorsement of Qube’s long term strategy. This Entitlement Offer provides support to continue the investment in our core businesses, as well as pursue growth opportunities that we expect to arise from the current environment.” New shares issued under the Institutional Entitlement Offer will rank equally with existing shares. The new shares issued under the Institutional Entitlement Offer are expected to be allotted on Tuesday, 12 May 2020. Trading will commence on a normal settlement basis on the Australian Securities Exchange (ASX) on the same day. Retail Entitlement Offer The retail component of the Entitlement Offer, which is fully underwritten, will raise a further approximately $236 million (“Retail Entitlement Offer”). The Retail Entitlement Offer will open on Thursday, 7 May 2020 and close at 5.00pm (Sydney time) on Thursday, 21 May 2020. Eligible retail shareholders on the Record Date of 7.00pm (Sydney time) on Monday, 4 May 2020 will have the opportunity to invest in shares at the Offer Price. The terms and conditions under which eligible retail shareholders may apply are outlined in the Retail Entitlement Offer Booklet which will be despatched to eligible retail shareholders on or around Thursday, 7 May 2020. Copies

58

1 May 2020 ASX Announcement

QUBE SUCCESSFULLY COMPLETES INSTITUTIONAL ENTITLEMENT OFFER Qube Holdings Limited (“Qube”) is pleased to announce the successful completion of the institutional component (“Institutional Entitlement Offer”) of its fully underwritten 1 for 6.35 accelerated pro-rata non-renounceable entitlement offer (“Entitlement Offer”) that was announced on Thursday, 30 April 2020. The Institutional Entitlement Offer raised approximately $264 million at $1.95 per share (“Offer Price”). It was extremely well supported by institutional shareholders with take-up of approximately 99.3% by eligible institutional shareholders (excluding Canada Pension Plan Investment Board who did not participate). There was overwhelming demand from both existing Qube shareholders and new institutional investors for the balance of the institutional component, comprising renounced entitlements and entitlements attributable to ineligible shareholders. Qube Managing Director, Maurice James said “We are pleased by the strong support shown by existing investors and other institutional investors for the offer. We see the success of the offer as a clear endorsement of Qube’s long term strategy. This Entitlement Offer provides support to continue the investment in our core businesses, as well as pursue growth opportunities that we expect to arise from the current environment.” New shares issued under the Institutional Entitlement Offer will rank equally with existing shares. The new shares issued under the Institutional Entitlement Offer are expected to be allotted on Tuesday, 12 May 2020. Trading will commence on a normal settlement basis on the Australian Securities Exchange (ASX) on the same day. Retail Entitlement Offer The retail component of the Entitlement Offer, which is fully underwritten, will raise a further approximately $236 million (“Retail Entitlement Offer”). The Retail Entitlement Offer will open on Thursday, 7 May 2020 and close at 5.00pm (Sydney time) on Thursday, 21 May 2020. Eligible retail shareholders on the Record Date of 7.00pm (Sydney time) on Monday, 4 May 2020 will have the opportunity to invest in shares at the Offer Price. The terms and conditions under which eligible retail shareholders may apply are outlined in the Retail Entitlement Offer Booklet which will be despatched to eligible retail shareholders on or around Thursday, 7 May 2020. Copies

Page 2 of 3

of the retail offer booklet will be available on the ASX website and our website for the Entitlement Offer at www.qubeoffer.com.au from Thursday, 7 May 2020. Eligible retail shareholders will have the ability to apply for additional new shares up to 100% of their entitlement under a ‘Top-up Facility’ (subject to scale back, at Qube’s discretion). Shareholders with a registered address outside Australia and New Zealand will be ineligible to participate in the Retail Entitlement Offer. Offer timetable A timetable of key dates in relation to the Entitlement Offer is set out below. The timetable is indicative only and dates and times are subject to change without notice.

Event Date Announcement of the Entitlement Offer Thursday, 30 April 2020

Suspension of shares at ASX request1 Friday, 1 May 2020

Shares recommence trading on ASX Monday, 4 May 2020

Record date for Entitlement Offer (7:00pm Sydney time) Monday, 4 May 2020

Retail Entitlement Offer opens Thursday, 7 May 2020

Institutional Entitlement Offer Allotment & Trading Date Tuesday, 12 May 2020

Retail Entitlement Offer closes (5:00pm Sydney time) Thursday, 21 May 2020

Retail Entitlement Offer Allotment Date Thursday, 28 May 2020

Retail Entitlement Offer Trading Date Friday, 29 May 2020 Retail investor enquiries For further information in regard to the Retail Entitlement Offer, please contact the Qube Entitlement Offer Information Line on 1300 855 080 (local call cost within Australia) or +61 3 9415 4000 (from outside Australia) at any time between 9.00am and 5.00pm (Sydney time), Monday to Friday. Important information

Nothing contained in this announcement constitutes investment, legal, tax or other advice. You should make your own assessment and take independent professional advice in relation to the information and any action on the basis of the information. Authorised for release by: The Board of Directors, Qube Holdings Limited

1 Suspension of Qube ordinary shares at the request of ASX to enable ASX’s processing of the accelerated Entitlement Offer in CHESS due to the launch date of the Entitlement Offer coinciding with the month end processing for CHESS purposes.

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Page 3 of 3

Further enquiries: Media: Analysts/Investors: Paul White Paul Lewis Director, Corporate Affairs Chief Financial Officer paul.white@qube.com.au paul.lewis@qube.com.au +61 417 224 920 +61 2 9080 1903 NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES Not investment advice This announcement does not constitute investment or financial product advice (nor tax, accounting or legal advice) nor any recommendation to acquire new shares. Information in this announcement is not intended to be relied upon as advice to investors or potential investors and has been prepared without taking account of any person’s individual investment objectives, financial situation or particular needs. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek appropriate advice, including financial, legal, accounting and taxation advice appropriate to their jurisdiction. Forward-looking statements and forecasts This announcement contains certain “forward-looking statements” that are based on management's beliefs, assumptions and expectations and on information currently available to management. Forward looking statements can generally be identified by the use of forward looking words such as, “expect”, “anticipate”, “likely”, “intend”, “should”, “could”, “may”, “predict”, “plan”, “propose”, “will”, “believe”, “forecast”, “estimate”, “target” “outlook”, “guidance” and other similar expressions within the meaning of securities laws of applicable jurisdictions. Such forward looking statements include statements regarding the timetable, conduct and outcome of the Entitlement Offer and the use of proceeds thereof, statements about the plans, objectives and strategies of the management of the Group, statements about the markets in which the Group operates and statements about the future performance of the Group's businesses. You are strongly cautioned not to place undue reliance on forward looking statements, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the outbreak of COVID-19. Any such statements, opinions and estimates in this announcement speak only as of the date hereof and are based on assumptions and contingencies subject to change without notice, as are statements about market and industry trends, projections, guidance and estimates. Forward looking statements are provided as a general guide only. The forward looking statements contained in this announcement are not indications, guarantees or predictions of future performance and involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of the Group. Refer to the key risks in Appendix A of the Investor Presentation lodged concurrently with this announcement for a non-exhaustive summary of certain key business, offer and general risk factors that may affect the Group. No representation, warranty or assurance (express or implied) is given or made in relation to any forward looking statement by any person (including Qube or any of its advisers). In particular, no representation, warranty or assurance (express or implied) is given that the occurrence of the events expressed or implied in any forward looking statements in this announcement will actually occur. Actual operations, results, performance, production targets or achievement may vary materially from any projections and forward looking statements and the assumptions on which those statements are based. Except as required by law or regulation (including the ASX Listing Rules), Qube disclaims any obligation or undertaking to update forward looking statements in this announcement to reflect any changes in expectations in relation to any forward looking statement or change in events, circumstances or conditions on which any statement is based.

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5.1 DATE OF THIS INFORMATION BOOKLETThis Information Booklet is dated Thursday, 7 May 2020. Subject to the following paragraph, statements in this Information Booklet are made only as of the date of this Information Booklet unless otherwise stated and the information in this Information Booklet remains subject to change without notice. Qube is not responsible for updating this Information Booklet.

The ASX announcements and Investor Presentation set out in section 4 of this Information Booklet are current as at the date on which they were released. There may be additional announcements that are made by Qube (including after the date of this Information Booklet) that may be relevant to your consideration of whether to take up your Entitlement. Therefore, it is prudent that you check whether any further announcements have been made by Qube to the ASX before submitting an Application.

5.2 ELIGIBILITY OF RETAIL SHAREHOLDERSThe Retail Entitlement Offer is being offered to all Eligible Retail Shareholders only.

Eligible Retail Shareholders are Shareholders on the Record Date who:

(a) are registered as holders of Existing Shares as at 7.00pm (Sydney time);

(b) have a registered address in Australia or New Zealand as noted on Qube’s share register or are a Shareholder that Qube has otherwise determined is eligible to participate in the Retail Entitlement Offer;

(c) are not in the United States and are not a person (including nominees or custodians) acting for the account or benefit of a person in the United States (to the extent such person holds Existing Shares for the account or benefit of such person in the United States);

(d) were not invited to participate in the Institutional Entitlement Offer and were not treated as an Ineligible Institutional Shareholder under the Institutional Entitlement Offer (other than as nominee or custodian, in each case in respect of other underlying holdings); and

(e) are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

By making a payment by Bpay® or direct transfer, you will be taken to have represented and warranted that you satisfy each of the criteria listed above to be an Eligible Retail Shareholder. Nominees, trustees or custodians are therefore advised to seek independent professional advice as to how to proceed.

Qube has determined that it is unreasonable to extend the Retail Entitlement Offer to Ineligible Retail Shareholders because of the small number of such Shareholders, the number and value of Shares that they hold and the cost of complying with the applicable regulations in jurisdictions outside Australia and New Zealand, but reserves its right to do so (subject to compliance with relevant laws).

5.3 RANKING OF NEW SHARESThe New Shares issued under the Retail Entitlement Offer will be fully paid and rank equally with Existing Shares. The rights attaching to the New Shares are set out in Qube’s constitution and are regulated by the Corporations Act, Listing Rules and general law.

5.4 ALLOTMENT, TRADING AND QUOTATIONQube has applied for quotation of the New Shares on ASX in accordance with Listing Rule requirements. If ASX does not grant quotation of the New Shares, Qube will repay all Application Monies (without interest).

Trading of New Shares will, subject to ASX approval, occur shortly after allotment. It is expected that allotment of the New Shares under the Retail Entitlement Offer will take place on Thursday, 28 May 2020. Application Monies will be held by Qube on trust for Applicants until the New Shares are allotted. No interest will be paid on Application Monies.

Subject to approval being granted, it is expected that the New Shares allotted under the Retail Entitlement Offer will commence trading on a normal basis on Friday, 29 May 2020.

It is the responsibility of Applicants to determine the number of New Shares allotted and issued to them prior to trading in the New Shares. The sale by an Applicant of New Shares prior to receiving their holding statement is at the Applicant’s own risk. Qube and the Underwriters disclaim all liability whether in negligence or otherwise (to the maximum extent permitted by law) to persons who trade New Shares before receiving their holding statements, whether on the basis of confirmation of the allocation provided by Qube or the Share Registry or otherwise.

5.5 REcONcILIATIONIn any entitlement offer, investors may believe that they own more Existing Shares on the record date than they ultimately do. This may result in a need for reconciliation to ensure all Eligible Shareholders have the opportunity to receive their full Entitlement.

Qube may need to issue a small quantity of additional New Shares to ensure all Eligible Shareholders have the opportunity to receive their appropriate allocation of New Shares. The price at which these New Shares would be issued, if required, is the same as the Offer Price.

Qube also reserves the right to reduce the Entitlement or the number of New Shares allocated to Eligible Shareholders or persons claiming to be Eligible Shareholders, if their Entitlement claims prove to be overstated, if they or their nominees/custodians fail to provide information requested to substantiate their Entitlement claims, or if they are not Eligible Shareholders.

5 ADDITIONAL INFORMATION

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5 ADDITIONAL INFORMATION (cONT.)

5.6 UNDERWRITINGThe Entitlement Offer is fully underwritten by the Underwriters.

Qube and the Underwriters have entered into an Underwriting Agreement. Customary with these types of arrangements:

(a) Qube and the Underwriters have given certain representations, warranties and undertakings in connection with (among other things) the Entitlement Offer;

(b) Qube has agreed, subject to certain carve‑outs, to indemnify the Underwriters, their affiliates and related bodies corporate, and their respective directors, officers, and employees (including the respective directors, officers and employees of its affiliates and related bodies corporate) against all claims, demands, damages, losses, costs, expenses and liabilities arising out of or in connection with the Entitlement Offer;

(c) each Underwriter may (in certain circumstances, having regard to the materiality of the relevant event) terminate the Underwriting Agreement and be released from its obligations under it on the occurrence of certain events, including (but not limited to) where:

(i) Qube ceases to be admitted to the official list of the ASX or its Shares are suspended from trading on (other than with the written consent of the Underwriters), or cease to be quoted on, ASX (excluding a trading halt or voluntary suspension contemplated by the Underwriting Agreement);

(ii) there is a general moratorium on commercial banking activities in certain jurisdictions or a suspension or material limitation in trading in securities on certain securities exchanges;

(iii) there are certain delays in the timetable for the Entitlement Offer without the Underwriters’ prior written consent;

(iv) a statement contained in the offer materials (including but not limited to this Information Booklet and all ASX announcements made in connection with the Entitlement Offer) is or becomes misleading or deceptive, or likely to mislead or deceive in a material respect (whether by omission or otherwise); or

(v) Qube withdraws all or part of the Entitlement Offer; and

(d) the Underwriters will receive an underwriting fee of 1.25% and a management fee of 0.4% of the gross proceeds of the Entitlement Offer, plus an additional incentive fee of up to 0.25% payable at the sole discretion of Qube.

The Underwriters will also be reimbursed for certain expenses.

Neither the Underwriters nor any of their related bodies corporate and affiliates, nor any of their respective directors, officers, partners, employees, representatives or agents have authorised or caused the issue of this Information Booklet. To the maximum extent permitted by law, the Underwriters and their related bodies corporate and affiliates and each of their respective directors, officers, partners, employees, representatives or agents exclude and disclaim all liability for any expenses, losses, damages or costs incurred by you as a result of your participation in or failure to participate in the Entitlement Offer and this information being inaccurate or

incomplete in any way for any reason, whether by negligence or otherwise. Neither the Underwriters nor any of their related bodies corporate and affiliates, nor any of their respective directors, officers, partners, employees, representatives or agents make any recommendations as to whether you or your related parties should participate in the Entitlement Offer, nor do they make any representations or warranties to you concerning this Entitlement Offer or any such information, and you represent, warrant and agree that you have not relied on any statements made by the Underwriters or any of their related bodies corporate and affiliates or any of their respective directors, officers, partners, employees, representatives or agents in relation to the New Shares or the Entitlement Offer generally.

5.7 cONTINUOUS DIScLOSUREQube is a “disclosing entity” under the Corporations Act and is subject to regular reporting and disclosure obligations under the Corporations Act and the Listing Rules, including the preparation of annual reports and half yearly reports.

Qube is required to notify ASX of information about specific events and matters as they arise for the purposes of ASX making that information available to the stock markets conducted by ASX. In particular, Qube has an obligation under the Listing Rules (subject to certain exceptions) to notify ASX immediately of any information of which it is or becomes aware which a reasonable person would expect to have a material effect on the price or value of Qube Shares. That information is available to the public from ASX and can be accessed at www.asx.com.au. Some documents are required to be lodged with ASIC in relation to Qube. These documents may be obtained from, or inspected at, an ASIC office.

5.8 NO cOOLING OFF RIGHTSCooling off rights do not apply to an investment in New Shares. You cannot withdraw your Application once it has been made.

5.9 ROUNDING OF ENTITLEMENTSWhere fractions arise in the calculation of an Entitlement, they will be rounded up to the nearest whole number of New Shares.

5.10 NOT INVESTMENT ADVIcEThis Information Booklet and the accompanying Entitlement and Acceptance Form is for information purposes only, is not a prospectus, disclosure document or other offering document under the Corporations Act or any other law and has not been lodged with ASIC. It is also not financial product or investment advice or a recommendation to acquire New Shares and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. The Information Booklet should not be considered comprehensive and Qube is not licensed to provide financial product advice in respect of the New Shares. The information contained in this Information Booklet does not purport to contain all the information that you may require to evaluate a possible application for New Shares, nor does it purport to contain all the information which would be required in a prospectus

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5 ADDITIONAL INFORMATION (cONT.)

prepared in accordance with the requirements of the Corporations Act. It should be read in conjunction with Qube’s other periodic statements and continuous disclosure announcements lodged with ASX. Before making an investment decision, you should consider the appropriateness of the information in this Information Booklet having regard to your own objectives, financial situation and needs and seek legal and taxation advice appropriate to your jurisdiction. If you have any questions about whether you should participate in the Entitlement Offer, you should seek professional financial advice before making any investment decision.

5.11 GOVERNING LAWThis Information Booklet, the Retail Entitlement Offer and the contracts formed on acceptance of the Entitlement and Acceptance Forms are governed by the laws applicable in New South Wales, Australia. Each applicant for New Shares submits to the exclusive jurisdiction of the courts of New South Wales, Australia.

5.12 WITHDRAWAL OF THE ENTITLEMENT OFFERQube reserves the right to withdraw all or part of the Entitlement Offer and this Information Booklet at any time, subject to applicable laws, in which case Qube will refund Application Monies in relation to New Shares not already issued in accordance with the Corporations Act and without payment of interest. In circumstances where allotment under the Institutional Entitlement Offer has occurred, Qube may only be able to withdraw the Entitlement Offer with respect to New Shares to be issued under the Retail Entitlement Offer.

To the fullest extent permitted by law, you agree that any Application Monies paid by you to Qube will not entitle you to receive any interest and that any interest earned in respect of Application Monies will belong to Qube.

5.13 pRIVAcYAs a shareholder, Qube and the Share Registry have already collected certain personal information from you. If you apply for New Shares, Qube and the Share Registry may update that personal information or collect additional personal information. Such information may be used to assess your acceptance of the New Shares, service your needs as a shareholder, provide facilities and services that you request and carry out appropriate administration.

To do that, Qube and the Share Registry may disclose your personal information for purposes related to your shareholdings to their agents, contractors or third party service providers to whom they outsource services, in order to assess your application for New Shares, the Qube share register for ongoing administration of that register, printers and mailing houses for the purposes of preparation of the distribution of shareholder information and for handing of mail, or as otherwise under the Privacy Act 1988 (Cth).

5.14 INELIGIBLE SHAREHOLDERSAll Shareholders who do not satisfy the criteria to be Eligible Retail Shareholders or Eligible Institutional Shareholders, are Ineligible Shareholders. Ineligible Shareholders are not entitled to participate in the Entitlement Offer, unless Qube otherwise determines.

The restrictions upon eligibility to participate in the Entitlement Offer arise because Qube has determined, pursuant to Listing Rule 7.7.1(a) and section 9A(3)(a) of the Corporations Act, that it would be unreasonable to extend the Entitlement Offer to Ineligible Shareholders. This decision has been made after taking into account the number of non‑residents in Australia and New Zealand on the Qube register, the relatively small number and value of New Shares to which those Shareholders would otherwise be entitled and the potential costs of complying with legal and regulatory requirements in the jurisdictions in which the Ineligible Shareholders are located in relation to the Entitlement Offer.

Qube, in its absolute discretion, may extend the Entitlement Offer to any Shareholder if it is satisfied that the Entitlement Offer may be made to the Shareholder in compliance with all applicable laws. Qube, in its absolute discretion, reserves the right to determine whether a Shareholder is an Eligible Retail Shareholder, Eligible Institutional Shareholder or an Ineligible Shareholder. To the maximum extent permitted by law, Qube disclaims all liability in respect of such determination.

The price at which the Entitlements of Ineligible Shareholders will be sold is the Offer Price. Accordingly, Ineligible Shareholders will not receive any payment or value as a result of the issue of any of those New Shares they would have been entitled to subscribe for had they been eligible to participate in the Entitlement Offer.

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Below is a general guide to the Australian income tax, goods and services tax (GST) and stamp duty implications of the Retail Entitlement Offer for Eligible Retail Shareholders that hold their New Shares or additional New Shares acquired under the Top Up Facility on capital account. In addition, the guide below applies only to Eligible Retail Shareholders who are Australian resident individuals, companies or complying superannuation entities who do not calculate gains and losses from Shares under the taxation of financial arrangement provisions.

The guide does not take account of the individual circumstances of particular Eligible Retail Shareholders and does not constitute tax advice. It does not purport to be a complete analysis of the potential tax consequences of the Retail Entitlement Offer and is intended as a general guide to the Australian tax implications. Eligible Retail Shareholders should seek advice from an appropriate professional advisor in relation to the tax implications of the Retail Entitlement Offer based on their own individual circumstances.

The comments below are based on the Australian tax law as it applies as at 9.00am (Sydney time) on Thursday, 7 May 2020. Other than as expressly discussed, the comments do not take into account or anticipate changes in Australian tax law or future judicial interpretations of law after this time unless otherwise specified. The comments also do not take into account tax legislation of any country other than Australia.

6.1 ISSUE OF ENTITLEMENTThe issue of the Entitlement will not in itself result in any amount being included in the assessable income of an Eligible Retail Shareholder.

6.2 EXERcISE OF ENTITLEMENT AND AppLYING FOR ADDITIONAL NEW SHARESAn Eligible Retail Shareholder will not derive any assessable income, or make any capital gain or capital loss at the time of exercising their Entitlement under the Retail Entitlement Offer or acquiring additional New Shares under the Top Up Facility.

For Australian capital gains tax (CGT) purposes, New Shares will be taken to have been acquired on the day that an Eligible Retail Shareholder exercises their Entitlement and additional New Shares will be taken to have been acquired on the date the additional New Shares were issued to the Eligible Retail Shareholder. The cost base of each New Share and additional New Share will be equal to the Offer Price payable for each New Share and additional New Share respectively (plus any non‑deductible incidental costs the Eligible Retail Shareholder incurs in acquiring the New Shares and additional New Shares).

6.3 LApSE OF ENTITLEMENTIf an Eligible Retail Shareholder does not accept all or part of their Entitlement in accordance with the instructions set out above, then that Entitlement will lapse and the Eligible Retail Shareholder will not receive any consideration for their Entitlement that is not taken up. There should be no tax implications for an Eligible Retail Shareholder from the lapse of the Entitlement.

6.4 TAXATION IN RESpEcT OF DIVIDENDS ON NEW SHARESWhere dividends on a New Share are paid by Qube, those dividends will constitute assessable income of an Australian tax resident Eligible Retail Shareholder.

An Australian tax resident Eligible Retail Shareholder who is an individual or complying superannuation entity should include the dividend in their assessable income in the year the dividend is paid, together with any franking credit attached to that dividend. Such Eligible Retail Shareholder should be entitled to a tax offset equal to the franking credit attached to the dividend subject to being a ‘qualified person’ (refer to comments below). The tax offset can be applied to reduce the tax payable on the Eligible Retail Shareholder’s taxable income. Where the tax offset exceeds the tax payable on the Eligible Retail Shareholder’s taxable income, such Eligible Retail Shareholder should be entitled to a refund of the excess franking offsets.

A corporate Eligible Retail Shareholder is also required to include both the dividend and the associated franking credit as assessable income. A tax offset is then available up to the amount of the franking credit on the dividend. Excess franking credits received cannot give rise to a refund, but may be able to be converted into carry forward tax losses.

Where a dividend paid by Qube is unfranked, the Eligible Retail Shareholder will be required to include the unfranked amount in their assessable income and there will be no offset entitlement.

The tax outcomes described above do not apply in the case of an Eligible Retail Shareholder who is not a tax resident of Australia. Non‑resident shareholders will need to separately consider the tax implications of receiving dividends, franked or unfranked, on the New Shares.

6 AUSTRALIAN TAXATION cONSEQUENcES

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6 AUSTRALIAN TAXATION cONSEQUENcES (cONT.)

6.5 NEW SHARES AND ADDITIONAL NEW SHARES HELD AT RISKThe benefit of franking credits can be denied where an Eligible Retail Shareholder is not a ‘qualified person’ in which case the Eligible Retail Shareholder will not be able to include an amount for the franking credits in their assessable income and will not be entitled to a tax offset.

Broadly, to be a qualified person, an Eligible Retail Shareholder must satisfy the holding period rule and, if necessary, the related payment rule. The holding period rule requires an Eligible Retail Shareholder to hold the New Shares and additional New Shares ‘at risk’ for at least 45 days during the qualification period – starting from the day after acquisition of the shares and ending 45 days after the share becomes ex‑dividend. The holding period rule only need to be satisfied once in respect of a particular share.

The dates the New Shares and additional New Shares are acquired and disposed of are ignored for the purposes of determining the 45 day period. In determining the length of time for which a particular share has been held the holding period rule applies on a ‘last in, first out’ basis. Any day on which an Eligible Retail Shareholder has a materially diminished risk of loss or opportunity for gain in respect of the New Shares or additional New Shares (e.g. entering into a contract to sell the New Shares or additional New Shares) will not be counted as a day on which the Eligible Retail Shareholder held the New Shares or additional New Shares ‘at risk’.

This holding period rule is subject to certain exceptions, including where the total franking offsets of an individual in a year of income do not exceed A$5,000.

The related payment rule applies where the Eligible Retail Shareholder has made, or is under an obligation to make, a payment that passes on the benefit of a dividend paid by Qube to another party. For each such dividend, the related payment rule requires the Eligible Retail Shareholder to have held the New Shares and additional New Shares at risk for a period commencing on the 45th day before, and ending on the 45th day after, the day the New Shares and additional New Shares become ex‑dividend in respect of that dividend. Practically, this should not impact Eligible Retail Shareholders who continue to hold New Shares and additional New Shares and also do not pass the benefit of the dividend to another person. Eligible Retail Shareholders should obtain their own tax advice to determine if these requirements have been satisfied.

A specific integrity rule prevents taxpayers from obtaining a tax benefit from additional franking credits where dividends are received as a result of “dividend washing”. That is, selling shares on an ex‑dividend basis (retaining the dividend entitlement) and then repurchasing the same parcel of shares on a cum‑dividend basis. Eligible Retail Shareholders should consider the impact of this measure given their own personal circumstances.

6.6 DISpOSAL OF NEW SHARES OR ADDITIONAL NEW SHARESThe disposal of New Shares or additional New Shares will constitute a disposal for CGT purposes.

On disposal of New Shares or additional New Shares, an Eligible Retail Shareholder will make a net capital gain if the capital proceeds received on disposal exceed the total cost base of the New Shares or additional New Shares. An Eligible Retail Shareholder will make a net capital loss if the capital proceeds are less than the total reduced cost base of the New Shares or additional New Shares.

Eligible Retail Shareholders that are individuals or complying superannuation entities and that have held their New Shares or additional New Shares for 12 months or more (excluding the date of acquisition and the date of disposal) at the time of disposal should be entitled to apply the applicable CGT discount factor to reduce the capital gain (after offsetting capital losses). The CGT discount factor is 50% for individuals and 33.33% for complying superannuation entities.

For the purpose of determining whether the New Shares have been held for 12 months or more (excluding the date of acquisition and the date of disposal), Eligible Retail Shareholders will be taken to have acquired them when they exercise their Entitlement under the Retail Entitlement Offer. For the purpose of determining whether the additional New Shares acquired under the Top Up Facility have been held for 12 months or more (excluding the date of acquisition and the date of disposal), Eligible Retail Shareholders will be taken to have acquired them at the date the additional New Shares were issued.

Eligible Retail Shareholders that make a capital loss can only use that loss to offset other capital gains from other sources i.e. the capital loss cannot be used against taxable income on revenue account. However, if the capital loss cannot be used in a particular income year it can be carried forward to use in future income years, provided certain loss utilisation tests are satisfied.

6.7 GSTThe taking up of the New Shares and additional New Shares will be classified as a “financial supply” for Australian GST purposes. Accordingly, Australian GST will not be payable in respect of amounts paid for the acquisition of the New Shares or additional New Shares. Subject to certain requirements, there may be a restriction on the entitlement of Eligible Retail Shareholders to claim an input tax credit for any GST incurred on costs associated with the acquisition of New Shares or additional New Shares acquired under the Top Up Facility.

6.8 STAMp DUTYStamp duty will not be payable in respect of the taking up of New Shares or additional New Shares on the assumption no shareholder and associated person will hold an interest of 90% or more in Qube.

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Applicant means an Eligible Retail Shareholder who has submitted a valid Application.

Application means the arranging for payment of the relevant Application Monies through Bpay® in accordance with the instructions on the Entitlement and Acceptance Form or online at www.qubeoffer.com.au or by direct transfer in accordance with the instructions online at www.qubeoffer.com.au.

Application Monies means the aggregate amount payable for the New Shares applied for through Bpay® or direct transfer.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited ACN 008 624 691 or, where the context requires, the securities exchange operated by it on which Shares are quoted.

Closing Date means the day the Retail Entitlement Offer closes, expected to be 5.00pm (Sydney time) on Thursday, 21 May 2020.

Corporations Act means the Corporations Act 2001 (Cth).

Eligible Institutional Shareholder means, an Institutional Shareholder on the Record Date to whom each of the Underwriters determine in their discretion:

(a) is eligible to participate in the Institutional Entitlement Offer; and

(b) successfully receives an invitation from the Underwriters on behalf of Qube to participate in the Institutional Entitlement Offer (either directly or through a nominee),

(and who, for the avoidance of doubt, is not an excluded institutional shareholder under the Underwriting Agreement).

Eligible Retail Shareholder has the meaning given in section 5.2 of this Information Booklet.

Eligible Shareholders means Eligible Institutional Shareholders and Eligible Retail Shareholders.

Entitlement means the right to subscribe for 1 New Share for every 6.35 Existing Shares held by Eligible Shareholders on the Record Date, pursuant to the Entitlement Offer.

Entitlement and Acceptance Form means the entitlement and acceptance form that will accompany this Information Booklet when it is despatched to Eligible Retail Shareholders.

Entitlement Offer means the Institutional Entitlement Offer and the Retail Entitlement Offer.

Existing Shares means the Shares already on issue on the Record Date.

GST means goods and services tax.

Ineligible Institutional Shareholder means an Institutional Shareholder who is not an Eligible Institutional Shareholder.

Ineligible Retail Shareholder means a Shareholder who is not an Eligible Retail Shareholder, Eligible Institutional Shareholder or Ineligible Institutional Shareholder.

Ineligible Shareholders means Ineligible Institutional Shareholders and Ineligible Retail Shareholders.

Information Booklet means this document.

Institutional Entitlement Offer means the accelerated non‑renounceable pro rata entitlement offer to Eligible Institutional Shareholders.

Institutional Investor means a person:

(a) in Australia, to whom an offer of securities in a company may be made in Australia without a disclosure document (as defined in the Corporations Act) on the basis that such a person is an “exempt investor” as defined in section 9A(5) of the Corporations Act (as inserted by ASIC Corporations (Non‑Traditional Rights Issues) Instrument 2016/84); or

(b) in selected jurisdictions outside Australia, to whom an offer of New Shares may lawfully be made without registration, lodgement, filing or approval in accordance with the laws of that foreign jurisdiction (except to the extent to which Qube is willing to comply with such requirements).

Institutional Shareholder means a Shareholder who is an Institutional Investor.

Investor Presentation means the presentation to investors released to the ASX on Thursday, 30 April 2020, incorporated in section 4 of this Information Booklet.

Lead Managers mean UBS AG, Australia Branch ABN 47 088 129 613 and Merrill Lynch Equities (Australia) Limited ABN 65 006 276 795.

Listing Rules means the official listing rules of ASX.

New Shares means Shares to be allotted and issued under the Entitlement Offer, including (as the context requires) the shortfall from the Entitlement Offer issued under the Top Up Facility or to the Underwriters or any sub‑underwriters.

Offer Price means A$1.95 per New Share.

Qube or Company means Qube Holdings Limited (ACN 149 723 053).

Record Date means 7.00pm (Sydney time) on Monday, 4 May 2020.

Retail Entitlement Offer means the pro rata non‑renounceable offer to Eligible Retail Shareholders to subscribe for 1 New Share for every 6.35 Shares of which the Shareholder is the registered holder on the Record Date, at an Offer Price of A$1.95 per New Share pursuant to this Information Booklet.

Share means a fully paid ordinary share in the capital of Qube.

Share Registry means Computershare Investor Services Pty Limited ABN 48 078 279 277.

Shareholder means a holder of Shares.

TERP means the theoretical ex‑rights price at which Qube shares should trade immediately after the ex‑date of the Entitlement Offer.

Timetable means the indicative table set out in the ‘Key dates’ section of this Information Booklet.

Top Up Facility means the facility described in section 3.4 of this Information Booklet under which Eligible Retail Shareholders may apply for New Shares in excess of their Entitlement.

Underwriters mean UBS AG, Australia Branch ABN 47 088 129 613 and Merrill Lynch Equities (Australia) Limited ABN 65 006 276 795.

Underwriting Agreement means the underwriting agreement dated 30 April 2020 between Qube and the Underwriters.

US Securities Act means the US Securities Act of 1933, as amended.

7 DEFINITIONS

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cOMpANYQube Holdings Limited ACN 149 723 053 Level 27, 45 Clarence Street Sydney NSW 2000

www.qube.com.au

LEAD MANAGERS AND UNDERWRITERSUBS AG, Australia Branch Level 16, 2 Chifley Square Sydney NSW 2000

Merrill Lynch Equities (Australia) Limited Level 34, Governor Phillip Tower Sydney NSW 2000

SHARE REGISTRYComputershare Investor Services Pty Limited Level 4, 60 Carrington Street Sydney NSW 2000

LEGAL ADVISERAllens Level 28, Deutsche Bank Place 126 Phillip Street, Sydney NSW 2000

QUBE ENTITLEMENT OFFER INFORMATION LINE AND WEBSITEAustralia: 1300 855 080

International: +61 3 9415 4000

Open 9.00am to 5.00pm (Sydney time) Monday to Friday, before the Retail Entitlement Offer closes at 5.00pm (Sydney time) on Thursday, 21 May 2020.

www.qubeoffer.com.au

8 cORpORATE INFORMATION

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www.qube.com.au

PRIVATE AND CONFIDENTIAL

7 May 2020

NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES

Pro rata accelerated non-renounceable entitlement offer – Notification to ineligible

retail shareholders

On Thursday, 30 April 2020, Qube Holdings Limited (ABN 14 149 723 053) (Qube or the Company)

announced that it was conducting a fully underwritten accelerated non-renounceable pro rata entitlement

offer to eligible shareholders of 1 new ordinary share in Qube (New Share) for every 6.35 existing ordinary

shares in Qube (Existing Shares) held at 7:00pm (Sydney time) on Monday, 4 May 2020 (Record Date) to

raise approximately A$500 million (Entitlement Offer).

The proceeds of the Entitlement Offer will be used to provide additional balance sheet flexibility and capacity

to continue to pursue growth opportunities. More detail is provided in Qube's Investor Presentation lodged

with the Australian Securities Exchange (ASX) on Thursday, 30 April 2020.

Merrill Lynch Equities (Australia) Limited and UBS AG, Australia Branch are Joint Lead Managers, Joint

Bookrunners and Joint Underwriters of the Entitlement Offer (the Joint Lead Managers).

What is the Entitlement Offer?

The Entitlement Offer comprises an institutional entitlement offer (Institutional Entitlement Offer) and an

offer to Eligible Retail Shareholders (as defined below) to participate on the same terms (Retail Entitlement

Offer). The Entitlement Offer is being made by the Company in accordance with section 708AA of the

Corporations Act 2001 (Cth) (Act) as modified by ASIC Corporations (Non-Traditional Rights Issue)

Instrument 2016/84 and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73, meaning that

no prospectus or other disclosure document needs to be prepared.

The Institutional Entitlement Offer has already closed and the results announced to the ASX on Friday, 1 May

2020. Qube has today lodged a retail offer booklet with the ASX, which sets out further details in respect of

the Retail Entitlement Offer (Retail Offer Booklet).

QUB

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What is this notice?

This notice is to inform you about the Retail Entitlement Offer and to explain why you will not be able to

subscribe for New Shares under the Retail Entitlement Offer. This letter is not an offer to issue entitlements or

New Shares to you, nor an invitation for you to apply for entitlements or New Shares. You are not required

to do anything in response to this letter.

What is the Retail Entitlement Offer?

The Retail Entitlement Offer is an offer to Eligible Retail Shareholders (defined below) of an entitlement to

subscribe for 1 New Share for every 6.35 Existing Shares held at 7:00pm (Sydney time) on the Record Date,

at a price of A$1.95 (Offer Price) for each New Share (Entitlement). Documents relating to the Retail

Entitlement Offer were lodged with the ASX on Thursday, 7 May 2020 and are being mailed to Eligible Retail

Shareholders.

As with the Institutional Entitlement Offer, the Retail Entitlement Offer is non-renounceable. A number of New

Shares equal to the number that you would otherwise be entitled to subscribe for under the Retail Entitlement

Offer will be subscribed for by the Joint Lead Managers and sub-underwriters at the Offer Price (as defined

above). As a result, no amount will be payable by you and you will not otherwise receive any value for

Entitlements in respect of any New Shares that would have been offered to you if you were an Eligible Retail

Shareholder.

Who is eligible?

“Eligible Retail Shareholders” are Shareholders on the Record Date who:

a) are registered as holders of Existing Shares as at 7:00pm (Sydney time); b) have a registered address in Australia or New Zealand as noted on Qube’s share register or are a

Shareholder that Qube has otherwise determined is eligible to participate in the Retail Entitlement Offer;

c) are not in the United States and are not a person (including nominees or custodians) acting for the account or benefit of a person in the United States (to the extent such a person holds Existing Shares for the account or benefit of such person in the United States);

d) were not invited to participate in the Institutional Entitlement Offer and were not treated as an Ineligible Institutional Shareholder under the Institutional Entitlement Offer (other than as nominee or custodian, in each case in respect of other underlying holdings); and

e) are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

Why am I not eligible to participate in the Retail Entitlement Offer?

Unfortunately, according to our records you do not satisfy the criteria for an Eligible Retail Shareholder. In

compliance with ASX Listing Rule 7.7.1(b) and section 9A(3) of the Act, this notice is to inform you that under

the terms of the Entitlement Offer, you are not entitled to participate in the Retail Entitlement Offer and as

such, you will not be offered any New Shares or Entitlements under the Retail Entitlement Offer. You will also

not be sent a copy of the Retail Offer Booklet.

The restrictions upon eligibility are due to a number of factors, including the legal limitations in some

countries, the relatively small number of shareholders there, the small number and value of Existing Shares

they hold and the potential cost of complying with regulatory requirements in those countries. Having given

consideration to these factors, Qube has determined that, pursuant to Listing Rule 7.7.1(a) of the ASX Listing

Rules and section 9A(3)(a) of the Act, it would be unreasonable to make offers to shareholders in any country

outside of Australia and New Zealand, having regard to:

a) the relatively small number of shareholders in the other jurisdictions where the Retail Entitlement Offer would be made;

b) the number and value of shares for which shareholders would otherwise have been entitled; and c) the costs of complying with the legal and regulatory requirements in each other jurisdiction where the

Retail Entitlement Offer would be made.

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The Joint Lead Managers and each of their affiliates and related bodies corporate and each of their

respective directors, officers, partners, employees, advisers and agents disclaim any liability in respect of any

determination as to eligibility, to the maximum extent permitted by law.

As the Retail Entitlement Offer is non-renounceable, you will not receive any payment or value for

entitlements in respect of any New Shares that would have been offered to you if you were eligible. New

Shares equivalent to the number of New Shares you would have been entitled to if you were an Eligible

Retail Shareholder will be allocated to the Joint Lead Managers (in their capacity as Joint Underwriters) or to

persons from whom the Joint Lead Managers have procured subscriptions for New Shares, pursuant to the

underwriting arrangements between Qube and the Joint Lead Managers.

On behalf of the Company, we thank you for your continued support of Qube.

Yours sincerely,

Allan Davies

Chairman

Qube Holdings Limited

Further information

If you have any questions, you should seek advice from your stockbroker, accountant or other independent

professional adviser or the Qube Entitlement Offer Information Line on 1300 855 080 (within Australia) or +61

3 9415 4000 (outside Australia) from 9:00am to 5:00pm (Sydney time) on Monday to Friday, or you can visit

www.qubeoffer.com.au, before the Retail Entitlement Offer closes at 5:00pm (Sydney time) on Thursday, 21

May 2020.

Disclaimer

This letter is to inform you about the Retail Entitlement Offer. It is neither an offer to issue shares to you, nor an invitation for you to apply

for New Shares. You are not required to do anything in response to this letter.

No action has been or will be taken to register, qualify or otherwise permit a public offering of the Entitlements and the New Shares

under the Retail Entitlement Offer in any jurisdiction outside Australia and New Zealand. The materials relating to the Entitlement Offer

may not be distributed in the United States. This letter does not constitute an offer to sell, or the solicitation of an offer to buy, any

securities in the United States or in any other jurisdiction in which such an offer would be illegal. The Entitlements and the New Shares

have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act) or the securities

laws of any state or other jurisdiction of the United States. Accordingly, the Entitlements may not be taken up or exercised by persons in

the United States, and the New Shares may not be offered or sold, directly or indirectly, in the United States, unless such Entitlements or

New Shares are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act

and the applicable securities laws of any state or other jurisdiction in the United States.

No representation or warranty is given as to the accuracy or likelihood of achievement of any forward-looking statement in this

document, or any events or results expressed or implied in any forward-looking statement. These statements can generally be identified

by the use of words such as "anticipate", "believe", "expect", "project", "forecast", "estimate", "likely", "intend", "should", "could", "may",

"target", "predict", "guidance", "plan", "potential" and other similar expressions. Indications of, and guidance on, future earnings and

financial position and performance are also forward-looking statements. Such forward-looking statements are not guarantees of future

performance and are by their nature subject to significant uncertainties, risks and contingencies. Actual results or events may differ

materially from any expressed or implied in any forward-looking statement and deviations are both normal and to be expected. Past

performance is not a reliable indicator of future performance.

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