Qube : Appendix 3C

For personal use only

This appendix is available as an online form
Only use this form if the online version is not available	+Rule 3.8A

Appendix 3C

Notification of buy-back

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 - Entity and announcement details

	Question		Question		Answer
	no
	1.1		*Name of entity		Qube Holdings Limited
			We (the entity named above) provide the following information
			about our buy-back
	1.2		*Registration type and number		ABN 14 149 723 053
			Please supply your ABN, ARSN, ARBN, ACN or another
			registration type and number (if you supply another registration
			type, please specify both the type of registration and the
			registration number).
	1.3		*ASX issuer code		QUB
	1.4		*The announcement is		☒ New announcement
			Select whichever is applicable.		☐ Update/amendment to
					previous announcement
					☐ Cancellation of previous
					announcement
					☐ Daily buy-back notification
					Not applicable for selective buy-backs
					(complete Part 4)
					☐ Final buy-back notification
					(complete Part 5)
	1.4b		*Reason for update
			Answer this question if your response to Q 1.4 is
			"Update/amendment to previous announcement".
	1.4c		*Date of initial notification of buy-back
			Answer this question if your response to Q 1.4 is
			"Update/amendment to previous announcement" or "Cancellation
			of previous announcement".
	1.4d		*Date of previous announcement to this update
			Answer this question if your response to Q 1.4 is
			"Update/amendment to previous announcement".
	1.4e		*Reason for cancellation
			Answer this question if your response to Q 1.4 is "Cancellation of
			previous announcement".
	1.4f		*Date of previous announcement to this cancellation
			Answer this question if your response to Q 1.4 is "Cancellation of
			previous announcement".
	1.5		*Date of this announcement		21 March 2022
	1.6		*Class of +securities the subject of the buy-back:		ASX Security Code: QUB
			Note: only one type of buy-back for one class of security can be		Security Description: Ordinary
			advised in this notification. If a buy-back extends to more than one		shares
			class of security, a separate notification is required for each class.
+ See chapter 19 for defined terms
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For personal use only

This appendix is available as an online form	Appendix 3C
	Notification of buy-back

Part 2 -Type of buy-back

Questio		Question		Answer
n No.
2.1		*The type of buy-back is		☐ Employee share scheme buy-
		Note this form is not required for minimum holding buy-backs (i.e.		back
		buy-backs of unmarketable parcels). The only notification required		☐ On-marketbuy-back
		to ASX for a minimum holding buy-back is the lodgement of an
		Appendix 3H within 5 business days of the completion of the		☒ Equal access scheme buy-
		minimum holding buy-back notifying ASX of the cancellation of the
			back
		securities bought back in accordance with listing rule 3.8A.
				☐ Selective buy-back
				☐ Other buy-back
				Select one item.
				Note: "Other buy-back" does not include
				a minimum holding buy-back. The
				section "Other buy-back" will generally
				only be applicable to an entity
				established outside Australia.
2.2		Please describe the type of buy-back
		Answer this question if your response to Q 2.1 is "Other buy-back".

Part 3 -Buy-back details

Part 3A - Details of +securities, price and reason

	3A.1	*Total number of +securities on issue in the class of	1,920,201,191 million ordinary
		+securities to be bought back	shares
	3A.2	*Total number of +securities proposed to be bought
		back
		Answer this question if your response to Q 2.1 is "Employee share
		scheme buy-back, "Selective buy-back" or "Other buy-back".
	3A.3	*Name of person or description of class of persons
		whose +securities are proposed to be bought back
		Answer this question if your response to Q 2.1 is "Selective buy-
		back".
	3A.4	*Does the entity intend to buy back a minimum
		number of +securities
		Answer this question if your response to Q 2.1 is "On-market buy-
		back".
	3A.4a	*Minimum number of +securities intended to be
		bought back.
		Answer this question if your response to Q 2.1 is "On-market buy-
		back" and your response to Q 3A.4 is "Yes".
	3A.5	*Does the entity intend to buy back a maximum
		number of securities?
		Answer this question if your response to Q 2.1 is "On-market buy-
		back"
	3A.5a	*Maximum number of +securities proposed to be
		bought back
		Answer this question if your response to Q 2.1 is "On-market buy-
		back" and your response to Q 3A.5 is "Yes".
	3A.6	*Name of broker or brokers who will offer to buy back
		+securities on the entity's behalf
		Answer this question if your response to Q 2.1 is "On-market buy-
		back".
+ See chapter 19 for defined terms
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	This appendix is available as an online form		Appendix 3C
									Notification of buy-back
		3A.7		*Percentage of +securities the entity will offer to buy		Approximately 7.4%
						back		Assumes an illustrative market
						Answer this question if your response to Q 2.1 is "Equal access		price of $3.03 and illustrative
only						scheme buy-back".		buy-back discount of 7%
	3A.8		*Approximate total number of +securities that will be		Approximately 141,900,000
					bought back if all buy-back offers are accepted		shares
					(disregarding any rounding and restrictions on		Assumes an illustrative market
					foreign participation)
						price of $3.03 and a buy-back
					Answer this question if your response to Q 2.1 is "Equal access		discount of 7%
					scheme buy-back".
	3A.9		*Are the +securities being bought back for a cash		Yes
use						consideration?
					Note: if the securities are being bought back for nil cash
					consideration, answer this question "No".
		3A.9a		*Is the price to be paid for +securities bought back		No
						known?
						Answer this question if your response to Q 3A.9 is "Yes".
		3A.9a(i)		*In what currency will the buy-back consideration be		Payments will be paid in
						paid?		Australian dollars
personal						Answer this question if your response to Q 3A.9 is "Yes".
					Note: all prices below are to be expressed in this currency.
		3A.9a(ii)			*Buy-back price per +security
						Answer this question if your response to Q 3A.9 is "Yes" and your
						response to Q3A.9a is "Yes".
			3A.9a(iii)			*Capital component of buy-back price per +security
						Answer this question if your response to Q 2.1 is "Equal access
						scheme buy-back", your response to Q 3A.9 is "Yes" and your
						response to Q3A.9a is "Yes".
			3A.9a(iv)			*Dividend component of buy-back price per +security
						Answer this question if your response to Q 2.1 is "Equal access
						scheme buy-back", your response to Q 3A.9 is "Yes" and your
						response to Q3A.9a is "Yes".
		3A.9a(v)		*Indicative buy-back price per +security		Indicative buy-back price is at a
						Answer this question if your response to Q2.1 is anything other		discount of 5% - 14% to the
						than "On-marketbuy-back", your response to Q 3A.9 is "Yes" and		prevailing market price
						your response to Q3A.9a is "No".		calculated as a volume weighted
						Please lodge an update to this form when the final buy-back price		average price of shares over five
						is known.		trading days up to and including
For									the closing date.
								The capital component of the
								buy-back price is expected to be
									$1.61 per share.
			3A.9b			*Please describe the consideration being provided to
						buy back the +securities
						Answer this question if your response to Q3A.9 is "No".
		3A.10		*Do the buy-back terms allow for a scale-back?		Yes
						Answer this question if your response to Q 2.1 is "Equal access
						scheme buy-back".

+ See chapter 19 for defined terms
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For personal use only

This appendix is available as an online form		Appendix 3C
				Notification of buy-back
	3A.10a	*Please summarise the scale-back terms		Qube will apply a scale back if
		Answer this question if your response to Q 2.1 is "Equal access		the number of shares tendered:
		scheme buy-back" and your answer to Q 3A.10 is "Yes".		∙ at a discount which is greater
				than or equal to the final buy-
				back discount; and
				∙ as final price applications,
				would result in Qube buying
				back a greater amount of capital
				than Qube determines to buy
				back.
				The scale back will be
				undertaken on a pro-rata basis
				after taking into account priority
				allocations and small residual
				applications.
	3A.11	*What will be done with fractional entitlements?		☐ Fractions rounded up to the
		Answer this question if your response to Q 2.1 is "Equal access		next whole number
		scheme buy-back".		☒ Fractions rounded down to
				the nearest whole number or
				fractions disregarded
				☐ Fractions of 0.5 or more
				rounded up
				☐ Fractions over 0.5 rounded
				up
				☐ Not applicable
	3A.12	*Reason for buy-back
		Answer this question if your response to Q 2.1 is "Other buy-
		back".
	3A.13	Please provide a URL for where the buy-back offer		www.qubebuyback.com.au
		document can be viewed online with offer
		acceptance codes
		Answer this question if your response to Q 2.1 is "Equal access
		scheme buy-back"
Part 3B - Buy-back restrictions and conditions
	3B.1	*Does the buy-back require security holder		No
		approval?
		Disregard any security holder approval that has already been
		obtained.
	3B.1a	Type of security holder approval required
		Answer this question if your response to Q 3B.1 is "Yes".
	3B.1b	*Anticipated date of security holder meeting to
		approve the buy-back
		Answer this question if your response to Q 3B.1 is "Yes".
	3B.2	*Are there any restrictions on foreign participation in		Yes
		the buy-back
		Answer this question if your response to Q 2.1 is "Equal access
		scheme buy-back", "Selective buy-back" or "Other buy-back".

+ See chapter 19 for defined terms
5 June 2021	Page 4

For personal use only

This appendix is available as an online form	Appendix 3C
			Notification of buy-back
	3B.2a	*Please summarise the restrictions on foreign	The offer is only made to Qube
		participation	shareholders who are shown on
		Answer this question if your response to Q 2.1 is "Equal access	the Qube share register as
		scheme buy-back", "Selective buy-back" or "Other buy-back" and	having an address in Australia or
		your response to Q 3B.2 is "Yes".	New Zealand.
			The offer is not made to any
			person who Qube would
			otherwise be prohibited from
			making payments to, including
			any person located in or resident
			in the United States, a US
			person or a resident of Canada,
			or any person who resides, or is
			acting on behalf or for the
			account of a person who
			resides, in a jurisdiction other
			than Australia or New Zealand.
	3B.2b	*For holdings in the name of a custodian or nominee,	Beneficial Holder
		will the foreign participation restrictions be applied to
		the address of the custodian or nominee or the
		address of the beneficial holder?
		Answer this question if your response to Q 2.1 is "Equal access
		scheme buy-back", "Selective buy-back" or "Other buy-back" and
		your response to Q 3B.2 is "Yes".
	3B.3	*Are there any other conditions that need to be	No
		satisfied before the buy-back offer becomes
		unconditional
		Answer this question if your response to Q 2.1 is "Employee share
		scheme buy-back, "Equal access scheme buy-back", "Selective
		buy-back" or "Other buy-back"
	3B.3a	*Please summarise the conditions
		Answer this question if your response to Q 2.1 is "Employee share
		scheme buy-back, "Equal access scheme buy-back", "Selective
		buy-back" or "Other buy-back" and your response to Q 3B.3 is
		"Yes".

Part 3C - Key dates

Employee Share Scheme, Selective and Other Buy-Backs

Answer the questions in this part if your response to Q 2.1 is "Employee share scheme buy-back", "Selective buy-back" or "Other buy-back"

3C.1 *Anticipated date buy-back will occur

On-marketbuy-back

Answer the questions in this part if your response to Q 2.1 is "On-marketbuy-back"

3C.2 *Proposed buy-back start date

3C.3 *Proposed buy-back end date

Note: under ASIC Regulatory Guide 110, this date must be no longer than 12 months after the receipt of any approval necessary

from security holders for the buy-back or, if no such approval is required, 12 months after notice is given to ASIC of the buy-back under the Corporations Act.

+ See chapter 19 for defined terms
5 June 2021	Page 5