Qube : Announces Off-market Buy-back

For personal use only

21 March 2022

ASX Announcement

Qube announces up to $400 million Off-MarketBuy-Back program

As disclosed at Qube Holdings Limited's (Qube) half-year results on 24 February 2022, and following completion of the Moorebank Logistics Park transaction, Qube intends to return up to $400 million of capital to shareholders over the remainder of FY22. Qube is today pleased to announce an off-marketbuy-back program of up to $400 million (Buy-Back) of Qube ordinary shares, conducted via a tender process.

Qube Managing Director, Paul Digney, said "The completion of the sale of Moorebank Logistics Park, coupled with Qube's strong financial performance in achieving record underlying earnings (NPATA) in FY21 and H1 FY22, have contributed to a strong capital position, allowing us to announce this off-marketBuy-Back."

Qube Chairman, Allan Davies, said "The Board has carefully considered how best to return capital to shareholders and we believe that the off-marketBuy-Back announced today is the most effective method to return significant value to all our shareholders and optimise our capital structure at this time. It enables a higher number of Qube shares to be bought back in a shorter timeframe and it reduces our share count faster than an on-marketbuy-back of Qube shares. In turn, a lower capital base and share count supports Qube's future earnings per share and dividends per share, all things being equal."

Rationale for the Buy-Back

All shareholders are expected to benefit from the Buy-Back as:

1. the Buy-Back is expected to improve return on equity, cash flow per share and earnings per share for all shareholders who continue to hold shares in Qube;
2. the Buy-Back is an efficient means of returning capital to shareholders, including as a result of the discount of between 5 per cent and 14 per cent inclusive, available to Qube under the Buy-Back; and
3. for some Qube shareholders, depending on their tax status, the after-tax return from participating in the Buy-Back may be greater than the return from the sale of their shares on-market.

For personal use only

Qube will target a buy-back of up to $400 million of Qube shares. Qube may, at its discretion, vary the size of the Buy-Back, subject to certain legal restrictions. Qube expects to announce the results of the Buy-Back on Monday, 16 May 2022.

The dates for the Buy-Back are set out in the indicative timetable included in this announcement. While Qube does not anticipate any changes to the times and dates set out in the indicative timetable, it reserves the right to vary them without notification.

Details of the Buy-Back

The Buy-Back is considered an off-marketbuy-back for the purposes of the Income Tax Assessment Act 1936 (Cth). Qube will repurchase Qube shares under the Buy-Back at a discount of up to 14 per cent to the volume weighted average price (VWAP) of Shares (Buy- Back Price), where the VWAP will be calculated for the five trading day period up to and including the closing date of the Buy-Back (Market Price). Eligible shareholders of Qube may tender some or all of their shares at discounts of between 5 per cent and 14 per cent inclusive (at one per cent intervals) to the Market Price or as a final price tender (which is an election to receive the Buy-Back Price). Eligible shareholders may also impose a minimum price condition on their tender, and if the Buy-Back Price is less than the minimum price specified, then that shareholder's tender will not be accepted. The Buy-Back Price will be determined according to the tenders lodged by eligible shareholders and the Market Price.

Eligible shareholders may choose to participate in the Buy-Back for various reasons and, in so doing, may take advantage of the tax benefits that arise only under the Australian taxation regime. Qube does not anticipate that shareholders who are resident outside Australia will participate, as they are likely to obtain a better outcome by selling their shares on-market. Certain excluded foreign persons, including shareholders in the United States (US), US persons and residents of Canada, will not be eligible to participate in the Buy-Back. In addition, restricted employee shares may not be tendered into the Buy-Back.

For shares successfully tendered into the Buy-Back, the cut-off date for franking credit entitlement under the 45-day rule, for the purposes of the Buy-Back, is Friday 25 March 2022.

For Australian tax purposes, the Buy-Back Price received by participating shareholders will comprise the following:

1. a capital component of $1.61 per share;1 and
2. a fully franked deemed dividend equal to the Buy-Back Price less $1.61 per share.

For the purpose of capital gains tax calculations, the capital proceeds will be the $1.61 per share capital component plus an amount equal to the excess of the Tax Value2 over the Buy-Back Price.

1. Subject to ATO confirmation.
2. The Tax Value will be calculated pursuant to ATO guidelines (detailed in Tax Determination 2004/22). The Tax Value will be the five day VWAP of Qube shares before the announcement of the Buy-Back on Monday, 21 March 2022, adjusted for the movement in the S&P/ASX 200 Index from the opening of trading on Monday, 21 March 2022 to the close of trading on the date the buy-back closes on Monday, 16 May 2022.

For personal use only

Under the Buy-Back tender process, Qube will buy all shares tendered by eligible shareholders who elect to receive the Buy-Back Price or who tender their shares at a discount greater than, or equal to, the final buy-back discount determined under the tender process, subject to any required scale back. To the extent that more shares are tendered than the amount of the buy-back, then tenders will be scaled back, subject to the rules on small shareholdings (see below).

All tendered shares that are accepted by Qube will be bought back at the Buy-Back Price, even if they are tendered at a discount that represents a price below the Buy-Back Price. Qube will not buy back any shares tendered by shareholders at a price above the Buy-Back Price or tenders with a minimum price condition that is greater than the Buy-Back Price.

The scale back mechanism, consistent with market practice, has been structured to minimise eligible registered shareholders with small holdings from being disadvantaged. If there is a scale-back, eligible shareholders will have the first 1,736 shares (or if they hold fewer than 1,736 shares, then that smaller number of shares) accepted into the Buy-Back (Priority Allocation). In addition, any eligible shareholders who tender all of their shares at or below the Buy-Back Price and who would be left with a small holding (694 shares or fewer) after the Priority Allocation and any scale back, will have their tender accepted in full.

It is likely that the Qube shares could be sold on-market at a price that will be higher than the Buy-Back Price, as shareholders are being invited to tender shares into the Buy-Back at discounts to the Market Price. However, for some shareholders, depending on their individual circumstances, the Buy-Back may provide a greater after-tax return than the return from selling their shares on-market. The Buy-Back will have different tax consequences for different shareholders. As such, Qube strongly recommends that shareholders seek their own professional advice (including financial, tax or investment advice) about the implications of participation in the Buy-Back in respect of their own individual circumstances.

Eligible shareholders will be sent a personalised Buy-Back information flyer in the form attached to this announcement detailing how eligible shareholders can obtain a copy of the Buy-Back booklet (Buy-BackBooklet) additionally attached to this announcement. The Buy-Back Booklet contains the Buy-Back terms and conditions (including eligibility and details of the tender process), and is expected to be available on our website (qube.com.au) today, or (if requested) dispatched in hardcopy after the Buy-Back opens. Neither the information flyer, nor the Buy-Back Booklet, can be distributed or released in or into the US or Canada.

Shareholders should read all of the information in the Buy-Back Booklet before deciding whether to participate in the Buy-Back.

For personal use only

Buy-Back timetable3

Buy-Back

Announcement of the Buy-Back	21 March 2022
Last day that Shares can be Acquired On-market to be Eligible
to Participate in the Buy-Back and to Qualify for Franking Credit	25 March 2022
Entitlements
Buy-BackEx-Entitlement Date
Shares acquired on-market on or after this date will not be eligible for	28 March 2022
the Buy-Back
Buy-Back Record Date	7:00pm (Sydney time)
The date that determines the Eligible Shareholders entitled to
on 29 March 2022
participate in the Buy-Back
Buy-Back Period Opens
Eligible Shareholders may submit, withdraw or amend a Tender from	7 April 2022
this date
Buy-Back Period Closes
Tenders must be submitted online or received by the Registrar no
later than this time	5:00pm (Sydney time)
If you are a CHESS Holder, Qube strongly recommends that you	on 13 May 2022
submit your Tender online or instruct your controlling participant (as
applicable) no later than 5:00pm (Sydney time) on 12 May 2022
Buy-Back Date
The Buy-Back Price and scale back (if any) are announced, and	16 May 2022
Buy-Back Contracts are entered into
Buy-Back Proceeds Paid to Successful Shareholders	19 May 2022

Shareholder enquiries

Shareholders who have any enquiries in relation to the Buy-Back may contact the dedicated Buy-Back enquiry line on 1800 531 430 (free call in Australia), [phone] (outside Australia), and 0800 487 015 (free call in New Zealand), or visit our website: qube.com.au, or the Buy-Back website: www.qubebuyback.com.au.

3 While Qube does not anticipate any changes to these times and dates, it reserves the right to vary them without notification.

For personal use only

Important information

This document does not constitute, or form part of, any offer or invitation to sell, or any solicitation of any offer to purchase any securities in any jurisdiction, nor shall it or the fact of its distribution be relied on in connection with any contract thereof. No indications of interest in the Buy-Back are sought by this document. Shareholders who are (or nominees or trustees who hold Qube shares on behalf of or for the account or benefit of persons who are) located in the United States or US Persons (within the meaning of Regulation S under the United States Securities Act of 1933, as amended), residents of Canada or who are otherwise excluded foreign persons will not be eligible to participate in the Buy-Back described in this document. The Buy-Back documents, including the Buy-Back Booklet describing the terms of the Buy-Back and tender forms, when issued, will not be distributed, or released in or into the United States or Canada. This document is not to be distributed in or into, the United States or Canada.

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
[e-mail]	[e-mail]
[phone]	[phone]