Appendix 3B‌‌‌‌‌

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

New issue announcement, application for quotation of additional securities‌ and agreement

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.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Qube Holdings Limited (Qube)

ABN

14 149 723 053

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1

+Class of +securities issued or to be issued

Qube Subordinated Notes (Notes)

Notes are unsecured, subordinated notes with a maturity date seven years after their issue date (5 October 2023). Holders will be entitled to receive quarterly interest payments at a rate equal to the Bank Bill Rate plus the margin to be determined under the Bookbuild.‌

The Terms of the Notes (Terms) are summarised in the prospectus lodged with ASIC on 30 August 2016 (Prospectus) and attached, in full, as Appendix A to the Prospectus (Terms). The Terms are also set out in Schedule 1 of the Trust Deed attached as Attachment A to this Appendix 3B.

2

Number of +securities issued or to be issued (if known) or maximum number which may be issued

Approximately 2,000,000 with the ability to issue more or less.

3

Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid

+securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

The Terms are summarised in the Prospectus and attached, in full, as Appendix A to the Prospectus. The Terms are also set out in Schedule 1 of the Trust Deed attached as Attachment A to this Appendix 3B.

4

Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

If the additional +securities do not rank equally, please state:

  • the date from which they do

  • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

  • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

No, the Notes do not rank equally with any other existing class of quoted securities.

Notes confer no rights on a holder to:

  • vote at any general meeting of Qube's ordinary shareholders;

  • subscribe for new securities in Qube or to participate in any future issues of securities (whether equity, subordinated or senior debt or otherwise); or

  • otherwise to participate in the profits or property of Qube, except as set out in the Terms.

5

Issue price or consideration

$100 per Note.

6

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

The issue of Notes forms part of Qube's ongoing funding strategy. The proceeds will be used for general corporate purposes including the development of the Moorebank project and for funding other growth opportunities for Qube.

6a

Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

Not applicable.

6b

The date the security holder resolution under rule 7.1A was passed

Not applicable.

+ See chapter 19 for defined terms.

Appendix 3B Page 2 04/03/2013

6c

Number of +securities issued without security holder approval under rule 7.1

Not applicable.

6d

Number of +securities issued with security holder approval under rule 7.1A

Not applicable.

6e

Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

Not applicable.

6f

Number of +securities issued under an exception in rule 7.2

Not applicable.

6g

If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the

+issue date and both values. Include the source of the VWAP calculation.

Not applicable.

6h

If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

Not applicable.

6i

Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

Not applicable.

7

+Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

Issue is scheduled for 5 October 2016.

Number

+Class

1,446,906,600

Ordinary shares

Number

+Class

23,851,816

Unlisted $2.2442 Options under the Qube long term incentive plan, expiring 3 December

2020.

  1. Number and +class of all

    +securities quoted on ASX (including the +securities in section 2 if applicable)

  2. Number and +class of all

    +securities not quoted on ASX (including the +securities in section 2 if applicable)

    Unchanged

  3. Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11

Is security holder approval required?

Not applicable.

12

Is the issue renounceable or non- renounceable?

Not applicable.

13

Ratio in which the +securities will be offered

Not applicable.

14

+Class of +securities to which the offer relates

Not applicable.

15

+Record date to determine entitlements

Not applicable.

16

Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

Not applicable.

17

Policy for deciding entitlements in relation to fractions

Not applicable.

+ See chapter 19 for defined terms.

Appendix 3B Page 4 04/03/2013

Qube Holdings Limited published this content on 30 August 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 30 August 2016 00:03:06 UTC.

Original documenthttp://www.qube.com.au/downloads/announcements/Subordinated_Notes_-_Appendix_3B_(incl_trust_deed).pdf

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