COMPUTERSHARE LIMITED. — Merger & Acquisition 2008

Feb 21, 2008

This is an important document and requires your immediate attention. If you are in any doubt as to how to deal with this document, please consult your fi nancial, legal or other professional adviser immediately.

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TARGET’S STATEMENT
of
QM TECHNOLOGIES LIMITED
ABN 33 096 952 966
in response to the off -market takeover bid by:
COMPUTERSHARE COMMUNICATION SERVICES LIMITED
ABN 76 007 153 184
a wholly owned subsidiary of:
COMPUTERSHARE LIMITED
ABN 71 005 485 825
for all of the ordinary shares in QM Technologies Limited.
YOUR DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU
ACCEPT THE OFFER IN THE ABSENCE OF A SUPERIOR OFFER
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CONTENTS

KEY DATES DATE OF COMPUTERSHARE’S OFFER 22 February 2008 DATE OF THIS TARGET’S STATEMENT 22 February 2008

CLOSE OF COMPUTERSHARE’S OFFER (unless extended) 7:00pm (Melbourne time) on 26 March 2008

CONTENTS
Chairman’s letter	1
Section 1 – How to ACCEPT Computershare’s Of er	2
Section 2 – Key reasons why you should ACCEPT Computershare’s
Of er in the absence of a superior of er	3
Section 3 – Frequently Asked Questions	7
Section 4 – Directors’ Recommendation and Interests	11
Section 5 – Your choices as a QM Technologies Shareholder	13
Section 6 – Information regarding QM Technologies	14
Section 7 – Information regarding Computershare Limited	17

CHAIRMAN’S LETTER

Dear QM Technologies shareholder

On 6 February 2008, Computershare announced that it would make a takeover off er for all of the shares in QM Technologies Limited for $3.40 cash per share.

In addition, QM Technologies announced that it will pay an interim dividend of 7.5 cents per share for the half year ended 31 December 2007 to Shareholders on the QM Technologies Shareholders register as at 18 February 2008. The off er price of $3.40 per share will not be reduced as a result of the payment of the interim dividend of 7.5 cents per share.

The Bidder’s Statement from Computershare setting out the detailed terms of its Off er of $3.40 cash for each QM Technologies Share accompanies this Target’s Statement.

This Target’s Statement sets out your Directors’ formal response to the Computershare Off er and contains their recommendation that you ACCEPT the Off er in the absence of a superior off er, the reasons for that recommendation and other important information you should consider in deciding whether or not to accept the Off er.

The Directors of QM Technologies unanimously recommend that you ACCEPT Computershare’s Off er, in the absence of a superior off er.

The Directors recommend you ACCEPT the Off er because:

the Off er Price represents a signifi cant premium to recent trading prices of QM Technologies Shares. It represents:

• a 51.1% premium to the closing Share Price on 5 February 2008, being the business day prior to the announcement of the Computershare Off er;

• a 40.5% premium to the one month volume weighted average Share Price prior to the close of trading on 5 February 2008; and

• a 29.7% premium to the three month volume weighted average Share Price prior to the close of trading on 5 February 2008.

• the Off er also represents a signifi cant premium to the prices at which most QM Technologies Shares have traded since listing;

• QM Technologies Directors and a major shareholder, JGL Investment Group, intend to accept the Off er in respect of the Shares they or their associated entities own or control within 14 days of the commencement of the off er period, in the absence of a superior off er;

the Off er provides a good outcome for QM Technologies Shareholders;

Computershare’s Off er is a 100% cash off er and you will incur no brokerage if you accept the Off er; and

no superior off er has emerged.

Computershare has stated that the Off er Price is fi nal, in the absence of a competing proposal.

The Computershare Off er is scheduled to close at 7.00pm (Melbourne time) on 26 March 2008 (unless extended). To accept the Off er, simply follow the instructions outlined in the Bidder’s Statement or section 1 of this Target’s Statement.

I encourage you to read this document carefully together with the Bidder’s Statement, and if you need any more information suggest you seek professional advice or call the Shareholder Information Line on 07 3013 5000 (within Australia) or +61 7 3013 5000 (from outside Australia) Monday to Friday between 9.00am and 5.00pm (Brisbane time) or by email to investor@qmtechnologies.com.

Yours sincerely

Nerolie Withnall Chairman

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Target’s Statement for QM Technologies Limited

1. How to ACCEPT Computershare’s Off er

You should read this Target’s Statement and the Bidder’s Statement in their entirety before making a decision on whether to accept or reject the Off er.

If you do not understand the Off er or you are in doubt in relation to the Off er or any matters surrounding the Off er, you should consult your stockbroker, solicitor, taxation adviser or fi nancial adviser before making a decision whether to accept or reject the Off er.

There are several ways to accept the Off er:

For CHESS Holdings of QM Technologies Shares

If your QM Technologies Shares are in a CHESS Holding (such holdings will be evidenced by an ‘X’ appearing next to your holder number on the Acceptance Form included with the Computershare Bidder’s Statement), to accept you must either: complete, sign and return the Acceptance Form in accordance with the instructions on the form. This will authorise Computershare to instruct your Controlling Participant (normally your stockbroker) to accept the Of er on your behalf; or instruct your Controlling Participant (normally your stockbroker) directly to initiate acceptance of the Of er on your behalf, before the Of er closes. If you are a Controlling Participant, you must accept the Of er in accordance with the ASTC Settlement Rules.

For Issuer Sponsored Holdings of QM Technologies Shares

If your QM Technologies Shares are held on QM Technologies’ issuer sponsored subregister (such holdings will be evidenced by an ‘I’ appearing next to your holder number on the Acceptance Form included with the Computershare Bidder’s Statement), to accept you must complete and sign the Acceptance Form in accordance with the instructions on the form. Once completed and signed, return the Acceptance Form to the address specif ed on the form before the Of er closes.

For further information refer to section 8.3 of Computershare’s Bidder’s Statement.

To validly accept the Off er for your Shares, your acceptance must be sent and postmarked before 7.00pm (Melbourne time) on 26 March 2008 , unless the Off er Period is extended.

If you do not wish to accept the Off er, simply do nothing, and the Off er will lapse at the end of the Off er Period if the Conditions are not satisfi ed or waived.[1] If Computershare acquires 90% of QM Technologies Shares and the other Conditions are satisfi ed or waived, Computershare has stated in its Bidder’s Statement that it intends to compulsorily acquire your QM Technologies Shares.

• 1 In the case of the prescribed occurrences set out in sections 652C(1) and (2) of the Corporations Act, the Bidder may give notice of this waiver up to 3 business days after the end of the Off er Period.

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2. Key reasons why you should ACCEPT Computershare’s Off er

KEY REASONS WHY YOUR DIRECTORS UNANIMOUSLY RECOMMEND YOU ACCEPT THE OFFER, IN THE ABSENCE OF A SUPERIOR OFFER

1. The Off er represents a signifi cant premium to recent trading prices of QM Technologies Shares.

2. The Off er also represents a signifi cant premium to the prices at which most QM Technologies Shares have traded since listing.

3. QM Technologies Directors and a major shareholder, JGL Investment Group, intend to accept the Off er in respect of the Shares they or their associated entities own or control within 14 days of the despatch of the Bidder’s Statement, in the absence of a superior off er.

4. The Off er provides a good outcome for QM Technologies Shareholders.

5. Computershare’s Off er is a 100% cash off er and you will incur no brokerage.

6. No superior off er has emerged.

These key reasons are further explained in this section 2.

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Target’s Statement for QM Technologies Limited

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2.1. The Off er represents a signifi cant premium to recent trading prices of QM Technologies Shares

The $3.40 Off er Price represents a signifi cant premium to the recent trading price of QM Technologies Shares.

The chart below illustrates the premium refl ected in the consideration of $3.40 for each QM Technologies Share off ered by Computershare.

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Premium of Premium of Premium of
$3.50 51.1% 40.5% 29.7%
$3.00
$2.50
$2.00
$2.62
$1.50
$2.42
$2.25
$1.00
$0.50
$0.00
Closing Price 1 Month VWAP 3 Month VWAP
QMT Share Price ($)
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Notes:

1. Source: IRESS Market Technology Limited.

2. Closing Price represents the closing price of QM Technologies Shares on the Business Day prior to the announcement of the Off er, being 5 February 2008.

3. VWAP means volume weighted average price.

4. VWAPs have been calculated as the 1 and 3 month volume average weighted share price of QM Technologies from the closing price of QM Technologies Shares on the business day prior to the announcement of the Off er, being 5 February 2008.

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2.2. The Off er also represents a signifi cant premium to the prices at which most QM Technologies Shares have traded since listing

As the chart below illustrates, the $3.40 Off er Price represents a substantial premium to the prices at which most QM Technologies Shares have traded since listing at $2.00 per Share in November 2005.

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$3.80
Computershare’s Off er Price $3.40
$3.40
$3.00
$2.60
6 Feb 2008:
Announcement of
Computershare’s Off er
$2.20
$1.80
Nov - 05 Jan - 06 Mar - 06 May - 06 Jul - 06 Sep - 06 Nov - 06 Jan - 07 Mar - 07 May - 07 Jul - 07 Sep - 07 Nov - 07 Jan - 08
QMT Share Price ($)
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Notes:

1. Graph from 16 November 2005 to 15 February 2008.

2. Source: IRESS Market Technology Limited.

3. Prices have been adjusted to refl ect the impact of the special dividend of $0.08 in 2007.

2.3. QM Technologies Directors and a major shareholder, JGL Investment Group, intend to accept the Off er within 14 days of the despatch of the Bidder’s Statement, in the absence of a superior off er

All of the QM Technologies Directors and a major shareholder, JGL Investment Group, intend to accept the Computershare Off er in respect of all QM Technologies Shares they or their associated entities own or control within 14 days of the despatch of the Bidder’s Statement, in the absence of a superior off er.

Collectively the QM Technologies Directors and JGL Investment Group and their associated entities own or control approximately 45% of all QM Technologies Shares on issue.

These intentions increase the likelihood of Computershare’s Off er being successful.

2.4. The Off er provides a good outcome for QM Technologies Shareholders

Computershare’s Off er provides a good outcome and represents fair value for QM Technologies Shareholders for the following reasons:

• (a) there are many factors which aff ect the QM Technologies Share Price and the Directors are unable to predict the price at which QM Technologies Shares will trade at in the future. There is no guarantee that the QM Technologies Share Price will remain at current levels after the close of the Off er, at least in the short term, if Computershare does not become entitled to compulsorily acquire all outstanding QM Technologies Shares and no other takeover off er is made for QM Technologies. This is because the QM Technologies Share Price may suff er from reduced trading liquidity and may not sustain any takeover premium; and

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Target’s Statement for QM Technologies Limited

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• (b) the QM Technologies share register is highly concentrated (with its top 20 Shareholders holding approximately 67% of Shares)[1] and Shares trade on low volumes.[2] Therefore, Computershare’s Off er provides an equal opportunity for all QM Technologies’ Shareholders to realise their investment at an attractive premium to recent trading prices before the Off er was announced.

Notes:

1. As per QM Technologies 2007 Annual Report.

2. Over the past 12 months (from 1/2/07 to 31/1/08) QM Technologies Shares have experienced limited liquidity with average monthly trading of approximately 0.8m Shares. This is equivalent to approximately 1.8% of QM Technologies current issued capital.

2.5. Computershare’s Off er is a 100% cash off er and you will incur no brokerage

If you accept the Off er and the Off er becomes unconditional, Computershare will pay $3.40 cash for each of your QM Technologies Shares. Subject to the satisfaction or waiver of the Conditions, the Off er Price represents immediate and certain value for your QM Technologies Shares. Further, you will not pay any brokerage if you accept Computershare’s Off er. Brokerage fees are otherwise payable if you choose to sell your QM Technologies Shares on market.

2.6. No superior off er has emerged

As at the date of this Target’s Statement, the Directors of QM Technologies have not received a superior off er from any other potential acquirers. Furthermore, as at the date of this Target’s Statement, the Directors of QM Technologies are not aware of any party who has an intention to make a superior off er.

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3. Frequently Asked Questions

You may have questions regarding the Off er. The following set of questions and answers is intended to assist in your understanding of the Off er. If you have other questions, please contact the QM Technologies Shareholder Information Line on 07 3013 5000 (within Australia) or +61 7 3013 5000 (from outside Australia) Monday to Friday between 9.00am and 5.00pm (Brisbane time) or by email to investor@qmtechnologies.com.

1. Who is the Bidder?	The Bidder is Computershare Communication Services Limited, a wholly owned subsidiary of Computershare Limited. Computershare Limited is a global leader in share registration, employee equity plans, proxy solicitation and other specialised f nancial, governance and communication services. Please refer to section 2 of the Bidder’s Statement for further information.
2. What is the Of er Price?	The Of er Price is $3.40 for each QM Technologies Share. It will be paid in cash.
3. What choices do I have as a QM Technologies Shareholder in relation to Computershare’s Of er?	As a QM Technologies Shareholder you have the following choices: (1)accept Computershare’s Of er: in which case you should follow the instructions in the Bidder’s Statement or in section 1 of this Target’s Statement; (2)sell your Shares on market: you will receive a cash amount according to the prevailing market value of your Shares, less any brokerage payable. You will lose the right to participate in the Of er; and (3)take no action: if you decide not to accept the Of er you do not need to take any action. Simply ignore all documents sent to you by Computershare and QMT. Your Shares may be compulsorily acquired by Computershare if Computershare obtains a relevant interest in 90% of all QM Technologies Shares. For further information refer to section 8 of this Target’s Statement. You may wish to take advice in relation to Computershare’s Of er from your professional advisers.
4. What is the recommendation of the Directors of QM Technologies?	The Directors of QM Technologies unanimously recommend that you ACCEPT Computershare’s Of er, in the absence of a superior of er.
5. Why are the Directors recommending that I accept the Of er?	The Directors recommend you accept the Of er in the absence of a superior of er because: The Of er Price represents a material premium to recent trading prices of QM Technologies Shares; The Of er also represents a signif cant premium to the prices at which most QM Technologies Shares have traded since listing; QM Technologies Directors and a major shareholder, JGL Investment Group, intend to accept the Of er, in the absence of a superior of er; The Of er provides a good outcome for QM Technologies Shareholders; Computershare’s Of er is a 100% cash of er and you will incur no brokerage; and No superior of er has emerged. Further information on the reasons for the recommendation of the Directors is set out in section 2 of this Target’s Statement.

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Target’s Statement for QM Technologies Limited

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6. Why is there no Independent Expert’s Report in this Target’s Statement?	An independent expert’s report is only required to be included in a target’s statement where the bidder’s voting power in the target is 30% or more, or if a director of the target company is a bidder or a director of the bidder company. This requirement does not apply here. In addition, the Directors of QM Technologies do not consider a report necessary as they believe that the information in this Target’s Statement together with the publicly available information referred to in section 9.5 of this Target’s Statement is suf cient for QM Technologies Shareholders to determine whether to accept the Of er.
7.What will happen if Computershare increases its Of er?	If you accept the Of er and Computershare subsequently increases the Of er Price you will receive the increased price for your QM Technologies Shares. However Computershare has stated that its Of er Price is f nal, in the absence of a competingof er.
8.What happens if I accept the Of er now?	If you accept the Of er you will be unable to sell your Shares on the market or accept any other bid for QM Technologies Shares, assuming one arises. You will be obliged to sell your Shares at the Of er Price and you will receive $3.40 per Share if the Of er becomes unconditional unless Computershare increases its Of er Price (noting that Computershare has stated that its Of er Price is f nal, in the absence of a competing proposal). See question 10 below for an explanation of what happens if a higher bid from anotherpartyemerges.
9. Can I withdraw my acceptance?	If you accept Computershare’s Of er you will be unable to withdraw your acceptance unless Computershare withdraws the Of er due to a Condition not beingsatisf ed or waived or with the consent of ASIC.
10. What if there is a new competing transaction?	The Directors will carefully consider the merits of any new competing transaction and send you a supplementary target’s statement advising whether the competing transaction af ects their recommendations. As at the date of this Target’s Statement, the Directors are not aware of any proposed competing transaction. Once you have accepted Computershare’s Of er then you will not be able to participate in any other bid for QM Technologies Shares. If Computershare withdraws the Of er due to a Condition not being satisf ed or with the consent of ASIC (refer to question 15), then you may accept the new competing transaction. Seequestion 9 for further information.
11. Can I accept the Of er for only some of my Shares?	No. You may only accept the Of er in respect of all the QM Technologies Shares you hold.
12. If I choose not to accept the Of er now, but I change my mind later, can I still accept the Of er?	You can accept the Of er up until the end of the Of er Period, which is currently scheduled to end at 7.00pm (Melbourne time) on 26 March 2008. The Of er Period may be extended by Computershare at any time until 7.00 pm on 26 March 2008 if the Of er is unconditional, or 19 March 2008 if the Of er is still conditional.
13. When does the Of er close?	The closing date for the Of er is currently 7.00 pm (Melbourne time) on 26 March 2008, but the Of er can be extended or withdrawn before that time (subject to the Corporations Act).

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14. When must the Directors and JGL Investment Group accept the Of er?	The Directors and JGL Investment Group, who together control approximately 45% of the Shares, have agreed to accept the Of er within 14 days of the despatch of the Bidder’s statement, in the absence of a superior of er. Once they accept, Computershare will hold all of the Directors’ and JGL Investment Group’s acceptances and neither the Directors or JGL Investment Group will be able to withdraw their acceptance of the Of er, even if another bid or competing transaction is received after this time.
15. The Of er is conditional, what does that mean?	It means that the Of er is subject to the Conditions set out in section 8.6. In order for you to receive payment under the Of er, those Conditions must be satisf ed or waived by Computershare before the closing date of the Of er. Computershare can withdraw the Of er if, by that time, the Conditions are not satisf ed or waived by Computershare. If the Conditions are satisf ed or waived by Computershare, Shareholders who have accepted will not be able to withdraw their acceptance and must complete the sale of their Shares.
16. Under what circumstances can Computershare withdraw its Of er prior to its scheduled closing date of 26 March 2008?	Computershare cannot withdraw its Of er prior to its schedule closing date unless it has the approval of ASIC to do so in accordance with the_Corporations Act_.
17. If I accept, when do I receive the Of er consideration?	If you accept the Of er, the Of er Price will be paid to you, on the earlier of: 1 month after the Of er is validly accepted by you, or if the Of er is Conditional when accepted, within 1 month after the Of er becomes unconditional; and if the Of er becomes unconditional, 21 days after the end of the Of er Period. You should read section 8.6 of the Bidder’s Statement which contains further information regarding payment of the Of er consideration.
18. IsQM Technologies going to declare a fully franked special dividend?	No. It is a condition of the Of er that, other than the interim dividend of $0.075 per Share, QM Technologies must not declare any further dividends or make any other type of distribution. Accordingly, you should not factor the potential payment of a special dividend or other capital distribution into your consideration of whether or not to accept the Of er. You should assess the Of er on the basis of receiving $3.40 for each of your Shares from Computershare (and, if applicable, the interim dividend of $0.075 per Share from QM Technologies). If you do not accept the Of er, you will still be entitled to the interim dividend if you were on the register as at the record date of 18 February2008.
19. Will I need to pay brokerage or stamp duty if I accept the Of er?	You will not pay brokerage or stamp duty if you accept the Of er.
20. What are the tax implications of accepting the Of er?	This depends on your personal tax position and the price at which you originally acquired your Shares. Refer to section 6 of the Bidder’s Statement. You should consult your taxation adviser for detailed taxation advice before making a decision as to whether or not to accept the Of er for your Shares.

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Target’s Statement for QM Technologies Limited

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21. Can I sell my Shares on the stock exchange?	Yes, unless you have accepted the Of er. If you accept the Of er you cannot sell your Shares on the ASX or to anyone else.
22. What happens to QM Technologies Options under the Of er?	Computershare has also agreed with QM Technologies to make an of er to holders of QM Technologies Options to acquire their QM Technologies Options for the amount of $3.40 less the exercise price of the QM Technologies Option at the Of er Date per QM Technologies Option. Further information on the acquisition of QM Technologies Options by Computershare is set out in section 8.5. The QM Technologies Options are all held by QM Technologies employees and directors. Subject to any conditions to the contrary, a holder of QM Technologies Options may also choose to exercise their QM Technologies Options and accept the Of er in respect of those QM Technologies Shares that theyreceive upon exercise.
23. What are Computershare’s intentions with respect to QM Technologies business and employees?	Computershare sets out its intentions with respect to QM Technologies’ business and employees in section 4 of the Bidder’s Statement.
24. What if I have other questions?	If you have any further questions which are not addressed in this Target’s Statement, please call the Shareholder Information Line on 07 3013 5000 (within Australia) or +61 7 3013 5000 (from outside Australia)Monday to Friday between 9.00am and 5.00pm (Brisbane time) or by email to investor@qmtechnologies.com.

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4. Directors’ Recommendation and Interests

4.1 Directors’ interests in QM Technologies Shares and Options

At the date of this Target’s Statement, QM Technologies Directors (and their respective Associates) have relevant interests in QM Technologies Shares and Options as set out below.

DIRECTOR	SHARES	OPTIONS
Nerolie Withnall - BA, LLB, FAICD
Independent Chairman since 18 September 2003.	10,000	100,0001
Nick Debenham - B.Eng (Chem)
Managing Director since 15 November 2002.	2,141,247	566,6672
Neville Morgan
Independent non-executive Director since 29 June 2001.	7,986,182	N/A
Frank Youngleson - B.Comm, MICAA
Independent non-executive Director since 29 May 2001.	4,096,052	N/A
John Eales - BA
Independent non-executive Director since 29 June 2001.	431,778	N/A
David Kishenevsky
Independent non-executive Director since 20 February 2007.	250,0003	N/A

1. Ms Withnall has an interest in 100,000 QM Technologies Options, as discussed in section 4.2 below and subject to the option off er set out in section 8.5.

2. Mr Debenham has an interest in 566,667 QM Technologies Options, as discussed in section 4.2 below and subject to the option off er set out in section 8.5.

3. Mr Kishenvesky has an interest in 250,000 Shares. The JGL Investment Group, of which Mr Kishenevsky is an executive, has an interest in a further 5,437,396 Shares.

4.2 Recommendation

Each Director desires to make and considers themselves justifi ed in making a recommendation in relation to Computershare’s Off er.

Each Director recommends that Shareholders ACCEPT Computershare’s Off er in respect of their Shares, in the absence of a superior off er, for the reasons set out in this Target’s Statement.

Shareholders should note in this regard that, Nick Debenham and Nerolie Withnall have been issued with 566,667 and 100,000 QM Technologies Options, respectively, in accordance with the terms and conditions of the QM Technologies Executive Options Plan. Nick Debenham and Nerolie Withnall have indicated to QM Technologies that they intend to accept the off er, in the absence of a superior off er, for their QM Technologies Options by Computershare referred to in section 8.5.

Nick Debenham, Nerolie Withnall and the other Directors are satisfi ed that Nick Debenham and Nerolie Withnall’s entitlement under the QM Technologies Executive Options Plan does not disqualify them from considering and making a recommendation to Shareholders in relation to Computershare’s Off er.

4.3 Intention to accept

Each Director and their associated entities intends to accept the Off er within 14 days of the despatch of the Bidder’s Statement in the absence of a superior off er.

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Target’s Statement for QM Technologies Limited

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4.4 Recent dealings in QM Technologies Shares by QM Technologies’ Directors

DATE	DIRECTOR	SHARES PURCHASED	SHARES PURCHASED	PURCHASE PRICE
14 November 2007	Nick Debenham		416	$2.72
30 October 2007	Neville Morgan		40,000	$3.00

With the exception of the foregoing there have been no acquisitions or disposals of QM Technologies Shares by any Director or any of their respective Associates in the four months preceding the date of this Target’s Statement.

4.5 Interests and dealings in Computershare securities

At the date of this Target’s Statement, the following Directors (and their respective Associates) have the following relevant interests in Computershare Limited securities:

DIRECTOR	SECURITIES
Neville Morgan	50,000 ordinary shares1
Frank Youngleson	5,000 ordinaryshares2

1. Mr Morgan holds a joint interest with his wife.

2. Mr Youngleson holds an indirect interest through him being a member of The Wycom Superannuation Fund which holds 5,000 ordinary shares in Computershare Limited.

Other than the above interests, no other Directors or any of their respective Associates have any relevant interest in the securities of Computershare or any related body corporate or Associate of Computershare (including Computershare Limited), or have acquired or disposed of any securities of Computershare in the four months preceding the date of this Target’s Statement.

4.6 No agreement with any QM Technologies Director

Except as described in section 4.3, there is no agreement or arrangement made between any Director or any related body corporate or Associate of any Director of QM Technologies, and any other person in connection with or conditional on the outcome of Computershare’s Off er.

4.7 No interest in contracts

No Director, nor any related body corporate or Associate of QM Technologies, has any interest in any contract entered into by Computershare or any director, related body corporate or Associate of Computershare.

4.8 Benefi ts

Subject to sections 4.2 and 4.3 above, QM Technologies does not propose and is not aware of any off er in connection with Computershare’s Off er that will confer a benefi t:

• on any person in connection with the retirement of that person from a board or managerial offi ce of QM Technologies or a subsidiary of QM Technologies; or

• that will or may be given to any person in connection with the transfer of the whole or any part of QM Technologies’ undertaking or property.

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5. Your choices as a QM Technologies Shareholder

5.1 QM Technologies Shareholders Choices

To support you in determining how to deal with the Off er, a summary of the alternatives available to you in respect of the Off er and the possible outcomes of each alternative is provided in the table below. Shareholders should also note that unless they accept the Off er or their QM Technologies Shares are compulsorily acquired, they are free to sell their QM Technologies Shares on ASX (see section 5.2 below for further information).

compulsorily acquired, they are free further information).	to sell their QM Technologies Shares on ASX (see section 5.2 below for	to sell their QM Technologies Shares on ASX (see section 5.2 below for
	YOUR ALTERNATIVES
POSSIBLE OUTCOMES	ACCEPT OFFER	TAKE NO ACTION
Of er by the Bidder proceedsand the Conditions are satisf ed	Shareholders will receive the consideration for their QM Technologies Shares.	The Bidder has stated that it will compulsorily acquire all your Shares, upon acquisition of 90% or more of all QM Technologies Shares.
Of er by the Bidder proceeds, Conditions are waived and Computershare does not become entitled to compulsorily acquire your QM Technologies Shares	Shareholders will receive the consideration for their QM Technologies Shares.	You will continue to hold your QM Technologies Shares (subject to the Bidder subsequently becoming entitled to compulsorily acquire your QM Technologies Shares – see sections 1 and 4 of the Bidder’s Statement).
Of er by the Bidder failsand the Conditions are not satisf ed.	You will continue to hold your QM Technologies Shares.	You will continue to hold your QM Technologies Shares.

You should be aware that there is no obligation on the Bidder to waive any Condition, including the Minimum Acceptance Condition.

During a takeover, shareholders in a target company can still sell their shares on ASX for cash provided that they have not accepted a takeover off er. Details of QM Technologies Share Price up to 15 February 2008 are set out in section 2.2 of this Target’s Statement. The latest price for QM Technologies may be obtained from the ASX website, www.asx.com.au, using the code “QMT”.

5.2 Sell your Shares on the ASX

Provided you have not accepted the Off er you can sell your Shares on the ASX. If you wish to do so you should contact your broker.

You may receive more or less for your QM Technologies Shares than the Off er Price of $3.40 per QM Technologies Share if sold on ASX. As at the close of trading on 19 February 2008 the QM Technologies Share Price was $3.32.

The taxation implications of selling your Shares on the ASX depend on a number of factors and will vary according to your particular circumstances, in the same way as if you accept the Off er. You should seek specifi c professional advice regarding the taxation consequences for you of selling your Shares on the ASX.

If you sell your Shares on the ASX you may incur a brokerage charge.

5.3 Take no action

If you do not wish to accept Computershare’s Off er and wish to keep your QM Technologies Shares you should take no further action.

You should note however that:

• if Computershare acquires a relevant interest in at least 90% of QM Technologies Shares it will be entitled to compulsorily acquire the Shares held by Shareholders who have not accepted the Off er. In this case, payment of the consideration for your Shares may be delayed compared to Shareholders who accept the Off er.

• if Computershare’s Off er closes in the absence of a higher competing off er, there is no guarantee that the Share Price will remain at current levels.

13

Target’s Statement for QM Technologies Limited

6. Information regarding QM Technologies

6.1 Overview and Business Description

QM Technologies is a leading provider of essential mail and customer communication management services to Australian businesses, specialising in the integrated delivery of print and electronic communications.

QM Technologies helps its clients gain effi ciencies through the outsourcing of customer communication business processes such as the delivery of essential mail including invoices, renewal notices, dividend statements, account statements and marketing material.

QM Technologies also provides business process outsourcing services to telecommunication companies, banks, insurance companies, utilities, government agencies, share registries and large commercial enterprises. Services include data management, processing and formatting, document design, document production and distribution, data capture and response handling, remittance processing and electronic content archive and retrieval.

With over 250 clients, QM Technologies has operations in New South Wales, Victoria and Queensland employing over 500 employees.

Further information on QM Technologies is available on its website at www.qmtechnologies.com.

6.2 History

QM Technologies was established in Brisbane in 1981. Initially, QM Technologies focused on the production of microfi che, however services quickly expanded to providing outsourced services for high volume essential mail. Over time, QM Technologies developed expertise in the information technology aspects of data receipt, manipulation and formatting as well as laser printer operations and partnered with mail houses for the folding and envelope insertion process.

In 1989, QM Technologies expanded into New South Wales by acquiring Moore Intelligent Imaging Systems. This was followed by the 1993 acquisition of the off set printing business, Rapid Off set, to further expand the range of services off ered to clients. In 2000, Nick Debenham, was made Chief Executive Offi cer and he focused on integrating the business into a national organisation.

In 2001, QM Technologies expanded its services to include scanning and imaging solutions, through an acquisition in Queensland and then reproduced this service off ering in New South Wales and Victoria. QM Technologies also changed its name from QM Industries to QM Technologies.

In November 2005, QM Technologies listed on the ASX. Since then, QM Technologies has experienced signifi cant growth.

Further information on QM Technologies history is available on its website at www.qmtechnologies.com.

6.3 Financial information

QM Technologies latest published audited fi nancial statements are for the fi nancial year ended 30 June 2007. They were lodged with the ASX on 24 August 2007.

QM Technologies latest published reviewed fi nancial results are for the half fi nancial year ended 31 December 2007. They were lodged with the ASX on 20 February 2008.

Copies of all these announcements may be obtained from ASX and on the QM Technologies website at www.qmtechnologies.com.

14

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A summary of QM Technologies most recent annual and half year results is provided below.

Summary Consolidated Income Statements

($’000)	HALF-YEAR ENDED	FULL-YEAR ENDED
	31 DECEMBER 2007	30 JUNE 2007
Revenue	35,011	66,784
EBITDA	8,151	16,077
Depreciation and amortisation	(1,588)	(2,991)
EBIT	6,563	13,086
Net interest income / (expense)	163	298
Net prof t before tax	6,726	13,384
Tax expense	(1,789)	(3,848)
Net prof t after tax	4,937	9,536

Summary Consolidated Balance Sheets

	AS AT	AS AT
$000s	31 DECEMBER 2007	30 JUNE 2007
Total current assets	35,213	34,256
Total non-current assets	19,291	17,825
TOTAL ASSETS	54,504	52,081
Total current liabilities	10,504	8,772
Total non-current liabilities	7,757	6,532
TOTAL LIABILITIES	18,261	15,304
NET ASSETS	36,243	36,777

Except in respect of the Off er and as disclosed in this Target’s Statement and any announcement made by QM Technologies since 20 February 2008, the Directors of QM Technologies are not aware of any material change to QM Technologies fi nancial position as disclosed in QM Technologies fi nancial statements for the half year ended 31 December 2007.

6.4 Key Investment Risks in QM Technologies

QM Technologies shareholders should be aware that certain risks are applicable to the Company and will continue to be applicable if the Off er is not successful. These risks, both general and specifi c, include, but are not limited to, the following:

• (a) Share market and economic conditions - The Directors cannot speculate on the possible future trading price of QM Technologies Shares. The Share Price of QM Technologies Shares can be expected to fl uctuate depending on general worldwide economic conditions and the fi nancial and operational performance of QM Technologies. The operating and fi nancial performance of QM Technologies is infl uenced by a variety of general economic and business conditions. A prolonged deterioration in general economic conditions could be expected to have a material adverse impact on QM Technologies business or fi nancial condition.

15

Target’s Statement for QM Technologies Limited

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• (b) Government and regulatory - QM Technologies may be adversely aff ected by changes in laws, taxes and government and regulatory policy within Australia.

• (c) Key clients - Loss of major clients or non renewal of customer contracts may have an adverse impact on the fi nancial performance of the Company.

• (d) Technology risk - The industry in which QM Technologies operates is subject to rapid change in technology. The inability to implement new technology or the failure of existing technology may have an adverse impact on the fi nancial and operational performance of the Company.

• (e) Labour supply issues - Labour supply and labour cost issues may provide a risk to the Company. There is no guarantee that QM Technologies will be able to secure or retain appropriately trained staff in the future which may have an adverse impact on the Company’s fi nancial and operational performance.

• (f) Key personnel risk - The ability of QM Technologies to implement its business strategies, as well as the general fi nancial performance of QM Technologies, is in part dependent on its experienced senior management team. There is no guarantee that QM Technologies will be able to retain these key employees.

• (g) Competition - Increased competition could cause a deterioration in the fi nancial performance of QM Technologies.

• (h) Litigation risk - Risks include, but are not limited to, customer claims, personal injury claims, employee claims and environmental claims. A successful claim may adversely impact the sales, profi ts or fi nancial position of QM Technologies.

16

7. Information regarding Computershare Limited

Computershare Limited is a global leader in share registration, employee equity plans, proxy solicitation and other specialised fi nancial, governance and communication services. Computershare Limited has approximately 10,000 employees across the world and serves 14,000 corporations and 100 million shareholders and employee accounts in 17 countries across fi ve continents.

Further information on Computershare Limited is available on its website at www.computershare.com and in section 2 of Computershare’s Bidder’s Statement.

The information in this section 7 has been sourced from Computershare Limited’s ASX announcement on 6 February 2008.

17

Target’s Statement for QM Technologies Limited

8. Important Information about the Off er

8.1 Off er Price

Computershare is off ering $3.40 cash for each QM Technologies Share.

8.2 Off er Period

Computershare’s Off er is open for acceptance until 7.00pm (Melbourne time) on 26 March 2008, unless extended.

The circumstances in which Computershare may extend or withdraw its Off er are set out in section 8 of the Bidder’s Statement.

8.3 Eff ect of Acceptance and Rights of Withdrawal

If you accept the Off er, you will have limited rights to withdraw your acceptance. You will be entitled to withdraw your acceptance of the Off er if:

• (a) the Bidder varies the Off er in a way that postpones, for more than one month, the time when the Bidder must meet its obligations under the Off er; and

• (b) the Off er is still subject to Conditions.

An example of when this will occur is if the Bidder extends the Off er Period by more than one month and the Off er remains conditional at the time of the extension.

If you accept the Off er:

• (a) the Bidder will obtain the right to attend and vote on resolutions aff ecting the Off er at any general meeting of QM Technologies on your behalf, irrespective of whether or not the Off er has become unconditional; and

• (b) you will be unable to sell or otherwise deal with your QM Technologies Shares - this would include the situation where Computershare may waive the Minimum Acceptance Condition and close the Off er but then subsequently sell into a higher bid from another bidder.

The eff ect of acceptance of the Off er is set out in section 8.5 of the Bidder’s Statement. You should read these provisions carefully and in full.

8.4 When will you receive payment

Computershare has stated in its Bidder’s Statement that if you accept the Off er, the Off er Price will be paid to you, on the earlier of:

• (a) 1 month after the Off er is validly accepted by you, or if the Off er is Conditional when accepted, within 1 month after the Off er becomes unconditional; and

• (b) if the Off er becomes unconditional, 21 days after the end of the Off er Period.

If Computershare’s Off er lapses because one or more Conditions have not been satisfi ed or waived, you will not receive any payment and you will retain your Shares.

8.5 Dealing with QM Technologies Options

• (a) QM Technologies Options Acquisition

• In relation to QM Technologies Options, QM Technologies has agreed with Computershare that Computershare must make an off er complying with Division 5A of Part 7.9 of the Corporations Act to each holder of QM Technologies Options. Subject to the Conditions being satisfi ed or waived by Computershare, Computershare must off er to acquire that holder’s QM Technologies Options in consideration of payment of a cash amount per Option equal to $3.40 less the exercise price of the QM Technologies Option at the Off er Date. That agreement must provide that if, after the date of the agreement, the cash consideration per Share under the Bidder’s Statement is increased, the holder of the QM Technologies Options is also entitled to that increase.

18

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(b) QM Technologies Option Acquisition Modifi cation or Exemption

Computershare has applied to ASIC for a modifi cation of section 623 of the Corporations Act in relation to the fact that Computershare is making separate off ers to acquire all QM Technologies Options.

8.6 Off er subject to Conditions

The Off er is subject to the fulfi lment of the following conditions:

(a) Minimum Acceptance Condition

Before the end of the Off er Period, the Bidder and its Associates have relevant interests in at least 90% (by number) of all Shares.

(b) ACCC Notice

Before the end of the Off er Period, the Bidder has received a written notice from the ACCC stating, or stating to the eff ect, that:

• (i) the ACCC does not propose to intervene or seek to prevent the acquisition of Shares by the Bidder pursuant to section 50 of the Trade Practices Act 1974 (Cth); and

• (ii) the ACCC does not seek to impose conditions on the Bidder’s acquisition of Shares or require undertakings from the Bidder (or any Related Entity of the Bidder) in relation to the acquisition of Shares.

(c) Regulatory approvals

Before the end of the Off er Period, the Bidder receives Regulatory Approvals that are required as a result of the Off er or the successful acquisition of Shares under the Off er and are necessary for the continued operation of the business of the Target, substantially on the same terms as that business is conducted as at the Off er Date, on an unconditional basis or on the basis of conditions that impose only non-material requirements incidental to the Regulatory Approval, and, at the end of the Off er Period, all of those Regulatory Approvals remain in full force and eff ect in all respects and are not subject to any notice or indication of intention to revoke, suspend, restrict, modify or not renew those Regulatory Approvals.

(d) No regulatory actions

• Between the Announcement Date and the end of the Off er Period (each inclusive):

• (i) there is not in eff ect any preliminary or fi nal decision, order or decree issued by a Government Agency;

• (ii) no action or investigation is announced, commenced or threatened by any Government Agency; and

• (iii) no application is made to any Government Agency (other than by the Bidder or any of its associates),

in consequence of or in connection with the Off er (other than an application to, or a decision or order of, ASIC or the Takeovers Panel for the purpose, or in exercise, of the powers and discretions conferred on it by the Corporations Act) which restrains or prohibits or impedes, or threatens to restrain, prohibit or impede, or otherwise materially adversely impacts upon, the making of the Off er or the acquisition of Shares under the Off er or the rights of the Bidder in respect of its capacity as a shareholder in respect of the Target or the completion of any transaction contemplated by this Off er, or seeks to require the divestiture by the Bidder of any Shares, or the divestiture of any material assets of the Target.

19

Target’s Statement for QM Technologies Limited

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(e) No material acquisitions, disposals or new commitments

Except as publicly announced by QM Technologies before the Announcement Date, none of the following events occurs during the period from the Announcement Date to the end of the Off er Period (each inclusive):

• (i) QM Technologies or any subsidiary of QM Technologies acquires, off ers to acquire or agrees to acquire any assets for an amount in aggregate exceeding $250,000 or one or more entities or businesses or assets or makes an announcement in relation to such an acquisition, off er or agreement;

• (ii) QM Technologies or any subsidiary of QM Technologies disposes of, off ers to dispose of or agrees to dispose of one or more entities, businesses or assets (or any interest in one or more entities, businesses or assets) for an amount, or in respect of which the book value (as recorded in the Target‘s consolidated balance sheet as at 30 June 2007) is, in aggregate, greater than $250,000, or makes an announcement in relation to such a disposition, off er or agreement;

• (iii) QM Technologies or any subsidiary of QM Technologies enters into, or off ers to enter into or agrees to enter into, any agreement which would require expenditure, or the foregoing of revenue, by QM Technologies of an amount which is, in aggregate, more than $250,000 other than in the ordinary course of business, or makes an announcement in relation to such an entry, off er or agreement; or

• (iv) QM Technologies or any subsidiary of QM Technologies enters into, or off ers to enter into or agrees to enter into, any joint venture or partnership, or makes an announcement in relation to such an entry, off er or agreement.

(f) No dividends etc

Other than the fully franked interim dividend of no more than $0.075 per Share in respect of the half year ended 31 December 2007, between the Announcement Date and the end of the Off er Period (each inclusive), QM Technologies does not make or declare any distribution whether by way of dividend, capital reduction or otherwise and whether in cash or in specie.

(g) No Target Material Adverse Change

Between the Announcement Date and the end of the Off er Period (each inclusive), no Target Material Adverse Change occurs.

For the purpose of this condition:

Target Material Adverse Change means an event, occurrence or matter which individually or when aggregated with all such events, occurrences or matters diminish, or could reasonably be expected to diminish, the maintainable EBITDA by $750,000 or more or the Net Assets by $2,000,000 or more, other than:

• (i) an event, occurrence or matter required to be done or procured by the Target pursuant to the Takeover Implementation Agreement or the takeover bid by Computershare;

• (ii) an actual event, occurrence or matter which is known to the Bidder prior to the Announcement Date (which does not include knowledge of the risk of an event, occurrence or matter happening);

• (iii) an event, occurrence or matter that was apparent or reasonably ascertainable by the Bidder or its Representatives from:

• (A) documents made available to them by the Target; or

• (B) responses provided to them in interviews with the Target management,

in the course of the Due Diligence Investigations; or

20

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• (iv) an event, occurrence or matter that was apparent or reasonably ascertainable by the Bidder or its Representatives from:

• (A) announcements made by the Target to ASX prior to the Announcement Date; or

• (B) information that was publicly available prior to the Announcement Date from databases maintained by ASIC.

EBITDA means earnings from ordinary activities before interest, tax, depreciation and amortisation of the Target on a consolidated basis.

Net Assets means the excess of total assets over total liabilities of the Target on a consolidated basis.

(h) No prescribed occurrences

• (i) During the period from the Announcement Date to the end of the Off er Period (each inclusive), none of the following occurrences (being the prescribed occurrences listed in section 652C of the Corporations Act) happens:

• (A) QM Technologies converts all or any of its shares into a larger or smaller number of shares under section 254H of the Corporations Act;

• (B) QM Technologies or any subsidiary of QM Technologies resolves to reduce its share capital in any way;

• (C) QM Technologies or any subsidiary of QM Technologies enters into a buy-back agreement or resolves to approve the terms of a buy-back agreement under section 257C(1) or 257D(1) of the Corporations Act;

• (D) QM Technologies or any subsidiary of QM Technologies issues shares (other than as a result of the exercise of QM Technologies Options) or grants an option over its shares, or agrees to make such an issue or grant such an option;

• (E) QM Technologies or any subsidiary of QM Technologies issues, or agrees to issue, convertible notes;

• (F) QM Technologies or any subsidiary of QM Technologies disposes, or agrees to dispose, of the whole, or a substantial part, of its business or property;

• (G) QM Technologies or any subsidiary of QM Technologies charges, or agrees to charge, the whole, or a substantial part, of its business or property;

• (H) QM Technologies or any subsidiary of QM Technologies resolves to be wound up;

• (I) a liquidator or provisional liquidator of QM Technologies or any subsidiary of QM Technologies is appointed;

• (J) a court makes an order for the winding up of QM Technologies or of a subsidiary of QM Technologies;

• (K) an administrator of QM Technologies or of any subsidiary of QM Technologies is appointed under section 436A, 436B or 436C of the Corporations Act;

• (L) QM Technologies or any subsidiary of QM Technologies executes a deed of company arrangement; or

• (M) a receiver, or a receiver and manager, is appointed in relation to the whole, or a substantial part, of the property of QM Technologies or a subsidiary of QM Technologies.

21

Target’s Statement for QM Technologies Limited

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8.7 Notice of Status of Conditions

The Bidder will provide notice to you not more than 14 days and not less than seven days prior to the end of the Off er Period which will provide:

• (a) whether the Off er is free from the Conditions;

• (b) whether, so far as the Bidder knows, the Conditions have been fulfi lled; and

• (c) the Bidder’s voting power in QM Technologies.

8.8 Notice of the Bidder’s voting power

The Bidder is required to notify the ASX and QM Technologies by 9.30am on the next trading day of the ASX if it has a substantial holding (i.e. 5% or more of the total number of votes in voting shares) in QM Technologies Shares.

The Bidder is further obliged by law to notify ASX and QM Technologies before 9:30am on each trading day during the Off er Period where there is a movement of at least 1% in its holding of QM Technologies Shares.

8.9 Lapse of Off er

The Off er will lapse if the Conditions to the Off er are not satisfi ed or waived by the end of the Off er Period or, in the case of those prescribed occurrences set out in section 652C(1) and (2) of the Corporations Act, within three business days after the end of the Off er Period. If the Off er lapses, all contracts resulting from acceptance of the Off er and all acceptances which have not yet resulted in binding contracts will become void.

8.10 Withdrawal of Off er

The Bidder may withdraw the Off er for your QM Technologies Shares with the written consent of ASIC and subject to any conditions specifi ed in such ASIC consent.

8.11 Litigation

There is no current litigation of a material nature against QM Technologies or any controlled entity of QM Technologies. Your Directors have no knowledge of any potential material litigation.

22

9. Additional Information

In making a decision whether to accept the Off er, Shareholders should also carefully consider and have regard to the following matters:

9.1 Superior Off er

Shareholders who accept the Off er (even while the Off er is conditional) may give up certain rights to sell or otherwise deal with their QM Technologies Shares, including their rights to accept any other off er should such an off er eventuate.

You may only withdraw your acceptance of the Off er if the Off er is varied in such a way as to delay the time by which you would receive payment by more than one month. This will occur if the Off er Period is extended by more than one month and the Off er is still subject to any Conditions.

There is no certainty that another takeover off er will be made or announced for QM Technologies Shares and, to the best of the Directors’ knowledge, no such off er has at the time of this Target’s Statement been announced, or made known, to QM Technologies. Should another takeover off er be announced during the Off er Period, QM Technologies may issue a supplementary Target’s Statement to Shareholders.

9.2 Taxation

Shareholders may incur a liability for taxation, depending on their individual circumstances, by selling their QM Technologies Shares to Computershare. The extent of that liability will depend on each Shareholder’s individual circumstances.

Please also see section 6 of the Bidder’s Statement for additional information regarding taxation consequences.

9.3 Brokerage and Stamp Duty

You will not be required to pay any brokerage or stamp duty if you accept the Bidder’s Off er. Any such costs will be borne by the Bidder.

9.4 Consents

Each of the persons to whom a statement is attributed in this Target’s Statement, or whose statement is included in this Target’s Statement, or on which a statement in this Target’s Statement is said to be based, has:

• consented to the relevant statement being included in this Target’s Statement in the form and context in which it is included; and

not withdrawn that consent before this Target’s Statement was lodged with ASIC.

As permitted by ASIC Class Order 01/1543 this Target’s Statement contains statements which are made, or based on statements made, in documents lodged with ASIC or given to the ASX or announced on the Company Announcements Platform of the ASX. Pursuant to the Class Order the consent of the parties making those statements is not required for the inclusion of such statements in this Target’s Statement.

9.5 No Other Material Information

This Target’s Statement is required to include all the information that Shareholders and their professional advisers would reasonably require to make an informed assessment of whether to accept the Bidder’s Off er, but:

• only to the extent to which it is reasonable for investors and their professional advisers to expect to fi nd this information in this Target’s Statement; and

• only if the information is known to any of the Directors.

23

Target’s Statement for QM Technologies Limited

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The Directors are of the opinion that the information that Shareholders and their professional advisers would reasonably require to make an informed assessment of whether to accept the Bidder’s Off er is:

• the information contained in the Bidder’s Statement (to the extent that the information is not inconsistent with or superseded by information in this Target’s Statement);

• the information contained in QM Technologies’ 2007 Annual Report (for the year ended 30 June 2007) and QM Technologies’ half year report (for the half year ended 31 December 2007);

• the information contained in QM Technologies’ releases to ASX and in documents lodged by QM Technologies with ASX and ASIC prior to the date of this Target’s Statement; and

• the information contained in this Target’s Statement.

The Directors have assumed, for the purposes of preparing this Target’s Statement, that the information contained in the Bidder’s Statement is accurate (unless they have expressly indicated otherwise in this Target’s Statement).

However, the Directors do not take any responsibility for the contents of the Bidder’s Statement and are not to be taken as endorsing, in any way, any or all of the statements contained in it.

In deciding what information should be included in this Target’s Statement, the Directors have had regard to:

• the nature of QM Technologies Shares;

• the matters Shareholders may reasonably be expected to know;

• the fact that certain matters may reasonably be expected to be known to the professional advisers of Shareholders;

• the nature of the Off er being an all cash off er; and

• the time available to QM Technologies to prepare this Target’s Statement.

24

10. Defi nitions and Interpretation

10.1 Defi nitions

$ Australian dollars unless otherwise stated ACCC the Australian Competition & Consumer Commission Acceptance Form the acceptance form enclosed with the Bidder’s Statement Announcement Date 6 February 2008 ASIC the Australian Securities and Investments Commission Associate has the meaning given to that term in Division 2 of Part 1.2 of the Corporations Act ASX ASX Limited ABN 98 008 624 691 Bidder Computershare Bidder’s Statement Computershare’s bidder’s statement dated 20 February 2008 Board the board of Directors of QM Technologies Company QM Technologies Computershare Computershare Communication Services Limited ABN 76 007 153 184, a wholly-owned subsidiary of Computershare Limited Computershare Limited Computershare Limited ABN 71 005 485 825 Conditions the conditions of the Bidder’s Off er as set out in section 8.7 of the Bidder’s Statement and section 8.6 of this Target’s Statement Corporations Act Corporations Act 2001 ( Cth ) Director a director of QM Technologies Due Diligence Investigations the due diligence investigations carried out by Computershare and its Representatives prior to the date of the Takeover Implementation Agreement for the purposes of considering and evaluating the takeover bid by Computershare EBIT earnings before interest and tax EBITDA earnings before interest, tax, depreciation and amortisation Government Agency any government or governmental, semi-governmental, administrative, monetary, fi scal or judicial body, department, commission, authority, tribunal, agency or entity including (without limitation) any selfregulatory organisation established under statute or otherwise discharging substantially public or regulatory functions, and ASX or any other stock exchange JGL Investment Group means Instanz Nominees Pty Ltd, Knipple Pty Ltd, Jordeles Pty Ltd, Zaceles Pty Ltd, and Rebeles Pty Ltd, which collectively own and control 5,437,396 Shares Minimum Acceptance Condition the condition described in section 8.6(a) of this Target’s Statement Off er the off er by Computershare to acquire all of the Shares on the terms and conditions of the Bidder’s Statement Off er Date 22 February 2008 Off er Period the period from 22 February 2008 until 7.00pm (Melbourne time) on 26 March 2008, unless the Off er is extended

25

Target’s Statement for QM Technologies Limited

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Off er Price $3.40 per Share QM Technologies QM Technologies Limited ABN 33 096 952 966 QM Technologies Options

an option, issued by QM Technologies before 6 February 2008, to acquire by way of issue one Share, and for the avoidance of doubt includes such an option issued by QM Technologies before 6 February 2008 which has not vested and is not currently exercisable in accordance with its terms

Regulatory Approval

means:

• (a) any approval, consent, authorisation, registration, fi ling, lodgement, permit, franchise, agreement, notarisation, certifi cate, permission, licence, direction, declaration, authority, waiver, modifi cation or exemption from, by or with a Government Agency; or

• (b) in relation to anything that would be fully or partly prohibited or restricted by law if a Government Agency intervened or acted in any way after lodgement, fi ling, registration or notifi cation:

• (i) the expiry of any applicable period without intervention or action; or

• (ii) the receipt of a statement in writing from the Government Agency that it does not intend to intervene or take action.

Related Entities

in relation to a party, any body corporate which is related to that party within the meaning of section 50 of the Corporations Act

Representative in relation to a party:

• (a) any of the party’s Related Entities; and

(b) any of the offi cers and advisers of the party or of any of its Related Entities. Shareholder holder of one or more Shares Shareholder Information Line the telephone line established by QM Technologies to answer Shareholder’s questions regarding the Off er; 07 3013 5000 (within Australia) or +61 7 3013 5000 (from outside Australia) Monday to Friday between 9.00am and 5.00pm (Brisbane time) or by email to investor@qmtechnologies.com Shares ordinary issued shares of QM Technologies Share Price the price of QM Technologies Shares trading on the ASX Takeover Implementation the agreement entered into by QM Technologies and Computershare Agreement Limited on 6 February 2008 to facilitate the acquisition of QM Technologies by Computershare. Takeovers Panel the Takeovers Panel continued in existence under the Australian Securities and Investments Commission Act 2001 (Cth) Target QM Technologies Target’s Statement this document, being QM Technologies target’s statement in response to the Bidder’s Statement VWAP volume weighted average price

26

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10.2 Interpretation

In this Target’s Statement, unless the context requires otherwise:

• (a) all words and phrases in this Target’s Statement have the meaning given to them, if any, in the Corporations Act;

• (b) the singular includes the plural and vice versa;

• (c) a gender includes all genders;

• (d) a reference to a person includes a corporation, other body corporate, unincorporated body, partnership, joint venture or association and vice versa;

• (e) headings are for ease of interpretation and do not aff ect meaning or interpretation;

• (f) where a term is defi ned, its other grammatical forms have a corresponding meaning; and

• (g) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them.

27

Target’s Statement for QM Technologies Limited

11. Approval of Target’s Statement

This Target’s Statement has been approved by a unanimous resolution passed by the Directors of QM Technologies.

DATED : 22 February 2008, being the date on which this Target’s Statement was lodged with ASIC. SIGNED for and on behalf of QM Technologies Limited:

Nerolie Withnall Chairman

28

1. Corporate Directory

Company QM Technologies Limited 34 Beesley Street

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