QEM LIMITED — Major Shareholding Notification 2018

Oct 18, 2018

603 Page 1 of 3 15 July 2001

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme QEM Limited ACN/ARSN 167 966 770

1. Details of substantial holder (1)

Name David Fitch ACN/ARSN (if applicable) n/a

The holder became a substantial holder on 19/10/2018 (ASX quotation date)

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Fully paid ordinary shares	23,486,473	23,486,473	23.48%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
DL FITCH NOMINEES PTY LTD FITCH FAMILY TRUST>	Registered holder of securities. David Fitch is sole director of DL Fitch Nominees Pty Ltd	17,506,134 fully paid ordinary shares
DLFCMS NOMINEES PTY LTD PROPERTY TRUST>	Registered holder of securities. David Fitch is sole director of DLFMS Nominees Pty Ltd	2,415,229 fully paid ordinary shares
DAVRAC INVESTMENTS PTY LTD	Registered holder of securities. David Fitch is sole director of Davrac Investments Pty Ltd	2,415,229 fully paid ordinary shares
CL FITCH PTY LTD FAMILY TRUST>	Registered holder of securities. David Fitch is sole director of CL Fitch Pty Ltd	649,881 fully paid ordinary shares
ER FITCH PTY LTD FAMILY TRUST >	Registered holder of securities. David Fitch is sole director of ER Fitch Pty Ltd	500,000 fully paid ordinary shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered asholder(8)	Class and number of securities
David Fitch	DL Fitch Nominees Pty Ltd	DL Fitch Nominees Pty Ltd	17,506,134 fully paid ordinary shares
David Fitch	DLFMS Nominees Pty Ltd	DLFMS Nominees Pty Ltd	2,415,229 fully paid ordinary shares
David Fitch	Davrac Investments Pty Ltd	Davrac Investments Pty Ltd	2,415,229 fully paid ordinary shares

603 Page 2 of 3 15 July 2001

David Fitch	CL Fitch Pty Ltd	CL Fitch Pty Ltd	649,881 fully paid ordinary shares
David Fitch	ER Fitch Pty Ltd	ER Fitch Pty Ltd	500,000 fully paid ordinary shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
		Cash	Non-cash
CL FITCH PTY LTD FITCH FAMILY TRUST> ER FITCH PTY LTD FITCH FAMILY TRUST >	11/10/2018 11/10/2018	$100,000 $100,000		500,000 fully paid ordinary shares 500,000 fully paid ordinary shares

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
N/A

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
David Fitch	255 Monaco Street, Broadbeach Waters QLD 4218

Signature

print name sign here	David Fitch capacity Sole Director
	Date 19/10/2018

603 Page 3 of 3 15 July 2001

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

• (6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (7) Include details of:

• (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (8) If the substantial holder is unable to determine the identity of the person ( eg. if the relevant interest arises because of an option) write "unknown".

• (9) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.