Qube : Subordinated Notes Offer - Investor Presentation

Qube Subordinated Notes

Investor Presentation

August 2016

Important Notice

ABN 141 497 230 53

The information included in this document or discussed at the presentation (together, the Presentation) has been prepared by Qube Holdings Limited (Qube) in connection with the offer of Qube Subordinated Notes (Notes) (Offer). The Offer is made pursuant to a Prospectus which was lodged with the Australian Securities and Investments Commission (ASIC) on 30 August 2016. Qube intends to lodge a Replacement Prospectus with ASIC on 7 September 2016 containing the Margin (and application forms), after the Bookbuild has been held to determine the Margin.

The information contained in this Presentation or subsequently provided to the recipient whether orally or in writing by, or on behalf of Qube or any of its directors, officers, employees, agents, representatives and advisers (the Parties) is provided to the recipient on the terms and conditions set out in this notice.

The information contained in this Presentation has been furnished by the Parties and other sources deemed reliable but no assurance can be given by the Parties as to the accuracy or completeness of this information. It should be read in conjunction with Qube's other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange (ASX), which are available at www.asx.com.au.

To the full extent permitted by law no representation or warranty (express or implied) is given, and no responsibility or liability (including in negligence) is accepted by the Parties as to the truth, accuracy or completeness of any statement, opinion, forecast, information or other matter (whether express or implied) contained in this Presentation or as to any other matter concerning them.

This Presentation has not been lodged with ASIC. The information for which Qube will assume responsibility for is set out in the Prospectus. This Presentation is not a recommendation to acquire Notes. Nothing contained in this Presentation constitutes investment, legal, tax, financial product or other advice. The information in this Presentation does not take into account the investment objectives, taxation position, financial situation or needs of any particular investor.

Any decision by a person to apply for Notes should be made on the basis of the information contained in the Prospectus and the Replacement Prospectus, not in this Presentation. Applicants should read the Prospectus in its entirety before making a decision whether to apply for Notes. All persons considering investing in Notes should consider the Prospectus in deciding whether to acquire the Notes. Applications for Notes may be made using the Application Form attached to or accompanying the Replacement Prospectus, or online through the offer website at www.qubenotes.com.au, after the Replacement Prospectus has been lodged with ASIC (expected to occur on 7 September 2016). An investment in Notes is subject to risks, including the possible loss of income and principal invested. Risks associated with an investment in Notes and Qube are set out in Section 5 in the Prospectus.

This Presentation may contain forward looking statements. Such forward-looking statements speak only as of the date of this Presentation and there can be no assurance that actual outcomes will not differ materially from these statements. Forward- looking statements can generally be identified by words such as "may", "could", "believes", "estimates", "expects", "intends", and other similar words that involve risks and uncertainties. Nothing in this Presentation is a promise or representation as to the future. Any forward looking statements in this Presentation may prove to be incorrect and are subject to various known and un known risks, significant uncertainties, assumptions, contingencies, and other factors, many of which are outside the control of Qube, that could cause Qube's actual results or performance to differ materially from any future results or performance expressed, implied or anticipated in these statements. To the maximum extent permitted by law, the Parties make no representation or warranty (express or implied) as to the accuracy of such forward looking statements. Except as required by law, and only then to the extent so required, the Parties do not warrant or guarantee the future performance of Notes or any return on any investment made in Notes.

To the full extent permitted by law, no responsibility or liability (including in negligence) is accepted by the Parties for or in connection with any act or omission, directly or indirectly in reliance upon, or for any cost, expense, loss or other liability, directly or indirectly, arising from, or in connection with, any omission from or defects in, or any failure to correct any information in this Presentation or any other communication (oral or written) about or concerning them.

The delivery of this Presentation does not under any circumstances imply that the affairs or prospects of Qube or any information have been fully or correctly stated in this Presentation or have not changed since the date at which the information is expressed to be applicable. The information in this Presentation is a general background and does not purport to be complete or to provide all information that an investor should consider when making an investment decision, nor does it contain all the information required in a disclosure document or prospectus prepared in accordance with the requirements of the Corporations Act 2001 (Cth). Except as required by law, no responsibility or liability (including in negligence) is assumed by the Parties for updating any such information or to inform the recipient of any new information of which the Parties may become aware.

Notwithstanding the above, no condition, warranty or right is excluded if its exclusion would contravene the Competition and Consumer Act 2010 (Cth) or any other applicable law or cause an exclusion to be void.

Capitalised terms used in this Presentation have the same meaning as in the Prospectus.

The provision of this Presentation is not and should not be considered as a recommendation in relation to an investment in Qube or that an investment in Qube is a suitable investment for the recipient.

References to 'underlying' information is to non-IFRS financial information prepared in accordance with ASIC Regulatory Guide 230 (Disclosing non-IFRS financial information) issued in December 2011. Non-IFRS financial information has not been subject to audit or review.

This Presentation does not constitute an offer to sell, or a solicitation to buy, securities in the United States (as defined in Regulation S of the U.S. Securities Act of 1933, as amended (U.S. Securities Act). The Notes have not been and will not be registered under the U.S. Securities Act and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.

Under no circumstances should you, any of your affiliates or any person acting on your behalf send this document or any other documents that you have received in connection with the Offer, directly or indirectly, into the United States. Statements made in this Presentation are made only as at the date of this Presentation. The information in this Presentation remains subject to change without notice and includes information derived from third party sources that has not been

independently verified. Qube reserves the right to withdraw the Offer or vary the timetable for the Offer without notice. In this notice, each reference to the Prospectus is taken to include the Replacement Prospectus and any supplementary 2

prospectus, unless the context requires otherwise.

Contents

1. Overview of the Offer

2. About Qube

3. Financial Information

4. Key Features of Notes

5. Offer Process

6. Key Risks

Key Offer Highlights

1. Unless its failure to pay is caused by administrative or technical error or a Disruption Event.