QUBE HOLDINGS LIMITED — Director's Dealing 2016

Nov 30, 2016

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity	Qube Holdings Limited
ABN	14 149 723 053

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Maurice James
Date of last notice	14 October 2016

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct and Indirect
Nature of indirect interest	Maurice James (direct)
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevantinterest.	LemacorpPtyLimited(holder	is
	accustomed to act in accordance with
	directions of director)
	M&L Super Pty Limited (trustee	of
	superannuation fund of which director is
	a member)
Date of change
No. of securities held prior to change	5,390,932 Ordinary Shares (Maurice James)
	737,413 Ordinary Shares (Lemacorp)
	1,076,411 Ordinary Shares (M&L Super)
	6,000 Subordinated Notes (M&L Super Pty
	Ltd)
Class	Ordinary Shares & Subordinated Notes

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Number acquired	NIL
Number disposed	NIL
Value/Consideration	NIL.
Note: If consideration is non-cash, provide details and estimated
valuation
No. of securities held after change	5,390,932 Ordinary Shares (Maurice James)
	737,413 Ordinary Shares (Lemacorp)
	1,076,411 Ordinary Shares (M&L Super)
	6,000 Subordinated Notes (M&L Super Pty
	Ltd)
Nature of change	N/A
Example: on-market trade, off-market trade, exercise of options,
issue of securities under dividend reinvestment plan, participation in
buy-back

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	Qube Long Term Incentive (SAR) Plan (LTI (SAR) Plan)
	Qube Short Term Incentive (STI) Plan (STI Plan)
	Qube Long Term Incentive (LTI) Plan
	Qube Short Term Incentive (STI) Plan
	Margin Loan Facility with NAB
Nature of interest	Share Appreciation Rights awarded under the terms and
	conditions of the FY 17 LTI (SAR) Plan.
	Rights to Shares awarded under the terms and conditions of the
	FY 17 STI Plan.
	Performance Rights awarded under the terms and conditions of
	the FY14 LTI Plan (correction to notice dated 29 September
	2016)
	Performance Rights awarded under the terms and conditions of
	the FY15 LTI Plan
	Performance Rights awarded under the terms and conditions of
	the FY16 LTI Plan
	Performance Rights awarded under the terms and conditions of
	the FY 16 LTI Plan (Moorebank tranche)
Name of registered holder	Maurice James
(if issued securities)

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Date of change	24 November 2016, being the date the awards of the ShareAppreciation Rights and Rights to Shares were approved byshareholders at Qube’s annual general meeting.24 November 2016, being the date performance rights awardedunder the FY15LTI plan and FY16LTI plan were adjusted forthe entitlement issue undertaken by the Company.Performance rights awarded under the FY14 LTI plan partlyvested and partly lapsed (correction to notice dated 29September 2016).
No. and class of securitiesto which interest relatedprior to changeNote: Details are only required for acontract in relation to which the interesthas changed	Maurice James has entered into a margin loan facility with theNAB. Part of the security comprises 4,128,345 Qube shares. MrJames retains full economic exposure to the shares. Mr Jameshas agreed to provide additional security or cash to ensure thatthe minimum LVR requirement will always be met. The marginloan arrangement is not considered material.
Interest acquired	3,418,605 Share Appreciation Rights awarded under the termsand conditions of the FY 17 LTI (SAR) Plan.208,000 Rights to Shares awarded under the terms andconditions of the FY 17 STI Plan.10,016 Performance Rights awarded under the FY15 LTI plan8,529 Performance Rights awarded under the FY16 LTI plan6,397 Performance Rights awarded under the FY16 LTI plan(Moorebank tranche)
Interest disposed	24,671 Performance Rights awarded under the FY14 LTI planlapsed (correction to notice dated 29 September 2016).
Value/ConsiderationNote: If consideration is non-cash,providedetailsandanestimatedvaluation	NIL.
Interest after change	296,050 Performance Rights awarded under the FY14 LTI plan(correction to notice dated 29 September 2016)637,920 Performance Rights awarded under the FY 15 LTI plan.142,207 Performance Rights awarded under the FY 16 LTI plan.2,036,199 Options awarded under the FY 16 LTI plan.106,654 Performance Rights awarded under the FY 16 LTI plan(Moorebank tranche).1,527,149 Options awarded under the FY 16 LTI plan(Moorebank tranche).90,540 Rights to Shares awarded under the FY 16 STI plan.3,418,605 Share Appreciation Rights awarded under the FY 17LTI (SAR) Plan.208,000Rights toShares awarded under the FY 17STI Plan.

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Part 3 –[+] Closed period

art 3 –+Closed period	r contracts detailedwhere prior writtenNoed to allow the tradeN/Aon what date was thisN/A	r contracts detailedwhere prior writtenNoed to allow the tradeN/Aon what date was thisN/A
Were the interests in the securities oabove traded during a+closed periodclearance was required?	r contracts detailedwhere prior written	No
If so, was prior written clearance providto proceed during this period?	ed to allow the trade	N/A
If prior written clearance was provided,rovided?	on what date was this	N/A
p

• See chapter 19 for defined terms.

Appendix 3Y Page 4

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