QUBE HOLDINGS LIMITED — Major Shareholding Notification 2012

Mar 7, 2012

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LAWYERS

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2 Park Street Sydney NSW 2000 AustraliaGPO Box 3810 Sydney NSW 2001T +61 2 9263 4000 F +61 2 9263 4111 www.gtlaw.com.au

8 March 2012

By fax | 3 pages

To

ASX Company Announcements Fax 1300 135 638

John Williamson-Noble

JWN:NGW:1009449

Nic Wright T+61 2 9263 4157 nwright@gtlaw.com.au

Company: Qube Logistics Holdings Limited (ASX: QUB) Subject: Form 604

Please find attached Form 604 Notice of change of interests of substantial holder on behalf of Wilh. Wilhelmsen Holding Invest Malta Limited (WWHI Malta).

Please note a copy of the Form has also been provided to Qube.

Yours faithfully

Virtule Wight

Gilbert + Tobin

Form 604 Corporations Act 2001

$\cdot$

Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Qube Logistics Holdings Limited
ACN/ARSN	149 723 053
1. Details of substantial holder (1)Name	Wilh, Wilhelmson Holding Invest Malta Limited (WWHI Malta)
ACN/ARSN (If applicable)	(Reg No. C53656)
There was a change in the interests of thesubstantial holder onThe previous notice was given to the company onThe previous notice was dated	06/03/201204/10/201130/09/2011

2. Previous and present 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 when last required, and when follows:

	Previous notice		--------Prasent notice----------
Class of securities (4)	Person's votes	Voting power (5).	Person's votes	Voting power---
Fully Paid Ordinary Shares	88.000.000	'10.97%	76.000.000	18.55%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date ofchange	Person whoserelevantinterestchanged	Nature ofchange (6)	Considerationgiven in relationto change (7)	Class andnumber ofsecuritiesaffected	Person's votesaffected
106/03/2012	iwwHI Malta	Sala of shares onlmarket	$ $1,61$ per share	12,000,000 fullyloaid ordinarvIshares	12,000,000
106/03/2012	Tallyman AS.ivviih. Wilhelmsen[Holding ASA. Wilh. WilhelmsenHolding Invest AS	Under Section 608(1) of theCorporations Act12001 (Cth)	Not applicable by reasonof having control of WWHI paid ordinarylMalta	[12,000,000 fully]Ishares	12.000.000

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows;

Holder of	Registered	Person entitled	Nature of	Class and	Person's votes
relevant	holder of	to be registered	relevant	number of
interest	securities	as holder (8)	interest (6)	securities
WWHI MaltaTallyman ASWilh.WilhelmsenHolding ASAWilh.WilhelmsenHolding Invest AS	CiticorpNominees Pty.Limited	Citicorp NomineesPty Limited	iRelevant interest under[section 608(1)(b) and 608(1)(c) of theCorporations Act 2001(Cth), by virtue of havingthe power to control theexercise of a right to voteland/or dispose of thelsecurities	76,000,000 fully(paid ordinaryishares	76,000,000

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

.. ACN/ARSN (ifName and________________________________	--------------------------------------' associationNature-01__________________________________	__------------------------------------------------------
Not-anniloohш		----

6. Addresses

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

Name	Address
WWHI Malta	Wilhelmsen House, Sannat Lane, Marsa MRS 1310, Malta
Citicorp Nominees Pty, Limited	1120 Collins Street, Level 5, Melbourne, Victoria 3000
Tailyman AS	¦Strandvelen 20, No-1366, Lysaker Norway
Wilh. Wilhelmsen Holding ASA	Strandvelen 20, No-1366, Lysaker Norway
Wilh.Wilhelmsen Holding Invest AS	Strandvalen 20, No-1366, Lysaker Norway

Signature

	print name Nils Petter Dyvik	capacity	AuthorisedRepresentative
sign here	$1000 - 1000$	date	06/03/2012

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the $(1)$ 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 6 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.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• $(6)$ Include details of:
  • any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) (a) 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, schome or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
  • any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal $(b)$ 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,

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquiredhas, or may, become entitled to receive in relation to that acquisition. Details m $(7)$ happening or not of a contingency. Details must be included on 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.
• $(8)$ 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"
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. (9)