Quickstep : Share Purchase Plan Offer Booklet

Quickstep Share Purchase Plan

Not for release or distribution in the United States

13 March 2019

Dear Shareholder

Offer to participate in the Quickstep Share Purchase Plan

The Directors of Quickstep Holdings Limited (ASX: QHL) (Quickstep) are pleased to offer you the opportunity to participate in the Quickstep Share Purchase Plan (SPP).

The SPP offers eligible shareholders an opportunity to purchase further shares in Quickstep (New Shares) for an application price of A$1,000, A$2,000, A$5,000, A$10,000 or A$15,000 free from brokerage and transaction costs.

The SPP forms part of a broader capital raising announced to the market on 7 March 2019 (Capital Raising) which also included a placement to institutional and sophisticated investors to raise A$10.625 million (before costs) (Placement). The Small Shareholding Sale facility announced on 12 February 2019 will remain in place.

The offer price for the New Shares will be A$0.085 per New Share, which is the same as the price of the shares being issued under the Placement. This represents a 9.1% discount to the volume weighted average price of Quickstep shares for the five trading day period up to and including 5 March 2019 (the trading day prior to Quickstep going into a trading halt) of A$0.0935.

The SPP is not underwritten. Quickstep reserves absolute discretion regarding the amount raised under the SPP and the exercise of its right to scale back applications. Should a scale-back happen, you may be allocated New Shares to a value which is less than the parcel of New Shares you applied for and the difference will be refunded to you.

Funds raised under the Capital Raising will be used to strengthen Quickstep's balance sheet to allow flexibility to reduce debt and accelerate the company's future growth plans.

Participation in the SPP is entirely optional and open to shareholders who were holders of fully paid ordinary shares in Quickstep as at 5pm Australian Eastern Daylight Time (AEDT) on Wednesday 6 March 2019 and whose registered address is in Australia or New Zealand.

The SPP opens on Wednesday 13 March 2019 and will remain open until 5pm AEDT on Wednesday 27 March 2019 (unless extended). As soon as practicable after the close of the SPP, Quickstep will make an ASX announcement as to the outcome of the SPP and the number of New Shares to be issued.

The offer of New Shares is made under an SPP Offer Booklet and an Application Form (both enclosed). To apply for a parcel of New Shares, please follow the instructions on pages 3 and 4 of the SPP Offer Booklet, and on the Application Form.

These documents are important and should be read thoroughly in conjunction with the publicly available information relating to Quickstep. If you are unsure about whether to participate, please contact your professional adviser. If you require further information, please contact the Shareholder Information line on 02 9774 0499 and leave a message with a phone number we can contact you on.

On behalf of the Board, I invite you to consider this opportunity to increase your investment in Quickstep.

Yours sincerely,

Tony Quick Chairman

Quickstep Holdings Limited

Key Dates*

* Quickstep may change any of the Key Dates at its discretion (even if the offer has opened or applications have been received).

Instructions

The SPP opens on Wednesday, 13 March 2019 and under the offer you may apply for a parcel of New Shares as set out in the table below. The amount payable for New Shares has been rounded down to the nearest dollar.

To apply and pay for your New Shares, you have two options:

Option 1: BPAY®1

You can make a payment by BPAY® if you have an Australian bank account enabled for this purpose. BPAY® customers must follow the instructions on page 6 and in the Application Form and must use the customer reference number shown on the Application Form which is required to identify your holding. If paying by BPAY®, you do not need to return your Application Form. See page 5 for further information.

Option 2: Application Form and cheque, bank draft or money order

You can complete the Application Form and return it to Computershare Investor Services Pty Limited (Share Registry), GPO Box 505, Melbourne VIC 3001 together with a cheque, bank draft or money order, in accordance with the instructions on the Application Form.

Cheques, bank draft and money orders must be made payable to "Quickstep Holdings Limited" in Australian dollars and drawn on an Australian bank for the correct amount. Quickstep will not accept payment by cash.

Timing

All payments by cheques, bank draft and money orders and Application Forms must be received before 5pm AEDT, Wednesday 27 March 2019. You cannot withdraw or cancel your application or BPAY® payment once you have sent it in. BPAY® payments must be received by 5pm AEDT Wednesday, 27 March 2019. You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment, and you should therefore take this into consideration when making payment.

Questions

If you have any questions, please contact please contact the Shareholder Information line on 02 9774 0499 and leave a message with a phone number we can contact you on.

No offer outside Australia and New Zealand

This document may not be released or distributed in the United States or any country other than Australia and New Zealand. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any country other than Australia and New Zealand. In particular, any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 (as amended) and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

Terms and Conditions

IMPORTANT NOTICE: The market price of Quickstep shares may rise or fall from now to when the New Shares are issued to you under the SPP. Therefore, if you apply for and we issue to you New Shares under the SPP, the offer price for those New Shares may be more than, or less than, the market price of Quickstep shares you could buy at that time. By completing and returning the Application Form or making a BPAY payment, you acknowledge this risk. We encourage you to contact your professional adviser regarding whether to participate in the SPP and how much to contribute.

1 ® Registered to BPAY Pty Ltd ABN 69 079 137 518.

Offer timetable

• (a) The offer timetable is set out in the

  Key Dates above and is included in

  these Terms and Conditions.

• (b) Payment by BPAY®, Application Forms, cheques, bank draft and money orders may not be processed and may not be valid if they have not been received by or on behalf of Quickstep by the time and date specified for the Closing Date. You must allow adequate time for Application Forms and cheques, bank draft or money orders forwarded by post to be received by the Share Registry. You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment, and you should therefore take this into consideration when making payment.

• (c) Quickstep expects to send a transaction confirmation or holding statement to you on or around the Despatch Date.

• (d) Quickstep expects that the New Shares will be issued under the SPP on the Issue Date and will commence trading on ASX on the Trading Date. You must confirm your holding before trading in any New Shares you believe have been issued to you under the SPP.

• (e) At any time, Quickstep can change the Closing Date, the Issue Date, the Trading Date and the Despatch Date (even if the offer has opened, or BPAY® payments and Application Forms have been received) by lodging a revised timetable with ASX.

Eligible Shareholders

You are an eligible shareholder and may participate in the SPP if you were a registered holder of Quickstep ordinary shares with a registered address in Australia or New Zealand as at 5pm AEDT on 6 March 2019, unless you hold Quickstep shares on behalf of another person who resides outside Australia or NewZealand (in which case you will not be eligible to participate in respect of the shares of that person) (Eligible Shareholder).

Quickstep has determined that it is not practical for holders of Quickstep shares with registered addresses in other countries to participate.

• x Holders receiving more than one offer: If you are the only registered holder of Quickstep shares, but you receive more than one offer under the SPP (due to multiple registered holdings), you may only contribute a maximum of A$15,000 in applying for New Shares.

• x Joint Holders: If 2 or more persons are recorded in the register of members of Quickstep as jointly holding Quickstep shares, they are considered to be a single registered holder for the purpose of the SPP and they are entitled to participate in the SPP in respect of that single holding only. If as joint holders you receive more than one offer under the SPP due to multiple identical holdings, you may still only contribute a maximum of A$15,000 in applying for New Shares.

• x Custodians, trustees and nominees: If you are a custodian, trustee or nominee within the definition of "custodian" in ASIC Class Order [CO 09/425] (Custodian), and hold Quickstep shares on behalf of one or more persons (each a Participating Beneficiary), or on behalf of a "downstream custodian" within the definition of ASIC Class Order [CO 09/425] who holds the beneficial interest in Quickstep shares on behalf of a Participating Beneficiary, you may apply for up to a maximum of A$15,000 worth of New Shares for each Participating Beneficiary, subject to providing Quickstep with a Custodian Certificate in accordance with paragraph (d) of "Significance of applying for New Shares" below.

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